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

Apr 29, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2004-04-28

Reporting Person: ANDRINGA JUDITH E (Vice President and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-28	Common Stock	A	1350	—	Acquired	11350	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-28	Option	$54.14	A	4000	Acquired	2014-04-27	Common Stock (4000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$54.61	2012-04-23	Common Stock (10000)	10000	Direct
Option	$45.50	2013-04-29	Common Stock (10000)	10000	Direct

Footnotes

F1: Award of restricted stock units to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis.