ILLINOIS TOOL WORKS INC — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2011-02-11

Reporting Person: Williams Anre D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	A	1768	$55.81	Acquired	2936	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (1013)	1013	Direct

Footnotes

F1: Shares of common stock acquired pursuant to the Illinois Tool Works Inc. 2011 Long-Term Incentive Plan of the issuer for annual grant and quarterly director fees.

F2: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of February 11, 2011. Each unit is equal in value to one share of common stock. The units are not transferable and have no voting rights. Additional units are credited in amounts equivalent to cash dividends paid on the common stock.