W.W. GRAINGER, INC. — Director's Dealing 2004

Jun 30, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2004-06-30

Reporting Person: GRAINGER DAVID W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-30	Common Stock	G	30000	—	Disposed	7380792	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	724720	Indirect
Common Stock	786430	Indirect

Footnotes

F1: Disposition by gift.

F2: Shares held by trust, of which Mr. Grainger is co-trustee and income beneficiary. Mr. Grainger disclaims beneficial ownership as to such shares.

F3: Shares held by trusts, of which Mr. Grainger is co-trustee, FBO Mr. Grainger's wife. Mr. Grainger disclaims beneficial ownership as to such shares.