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

Apr 1, 2004

SEC Form 4/A — Form 4/A

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2004-03-31

Reporting Person: WEBB JANIECE S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-31	Stock Units	$	A	104	Acquired		Common Stock (104)	Direct

Footnotes

F1: 1-for-1

F2: 104 stock units were acquired, rather than 106 as previously reported.

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