ILLINOIS TOOL WORKS INC — Director's Dealing 2011

Feb 14, 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: STROBEL PAMELA B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	A	1835	$55.81	Acquired	14699	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (1090)	1090	Direct

Footnotes

F1: Includes 10,574 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of February 11, 2011.

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.