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

Jan 6, 2004

SEC Form 4/A — Form 4/A

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2004-01-05

Reporting Person: CLARK WESLEY M (Pres & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-05	Common Stock	S	1500	$47.70	Disposed	66500	Direct
2004-01-05	Common Stock	S	700	$47.71	Disposed	65800	Direct
2004-01-05	Common Stock	S	200	$47.72	Disposed	65600	Direct
2004-01-05	Common Stock	S	600	$47.73	Disposed	65000	Direct

Footnotes

F1: Sale pursuant to a previously adopted plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.

F2: Footnote 1 was inadvertently omitted from the reporting person's original Form 4 which was filed on 1/6/2004.