W.W. GRAINGER, INC. — Director's Dealing 2003

Sep 30, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2003-09-30

Reporting Person: WEBB JANIECE S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-30	Stock units	$	A	83	Acquired		Common Stock (83)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10652	Direct
Common Stock	350	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$37.25	2007-04-29	Common Stock (2200)	2200	Direct
Stock Option	$51.6875	2008-04-28	Common Stock (1460)	1460	Direct
Stock Option	$48.625	2009-04-27	Common Stock (1860)	1860	Direct
Stock Option	$43.50	2010-04-25	Common Stock (2070)	2070	Direct
Stock Option	$37.50	2011-04-24	Common Stock (2400)	2400	Direct
Stock Option	$54.61	2012-04-23	Common Stock (1650)	1650	Direct
Stock Option	$45.50	2013-04-29	Common Stock (1980)	1980	Direct

Footnotes

F1: Shares held by spouse. Ms. Webb disclaims beneficial ownership of such shares.

F2: 1-for-1

F3: The Stock Units are expected to settle in cash following termination of service as a director.