W.W. GRAINGER, INC. - Director's Dealing 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)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-05	Common Stock	S	7600	$47.26	Disposed	117400	Direct
2004-01-05	Common Stock	S	2900	$47.29	Disposed	114500	Direct
2004-01-05	Common Stock	S	1000	$47.30	Disposed	113500	Direct
2004-01-05	Common Stock	S	500	$47.33	Disposed	113000	Direct
2004-01-05	Common Stock	S	2900	$47.37	Disposed	110100	Direct
2004-01-05	Common Stock	S	12300	$47.38	Disposed	97800	Direct
2004-01-05	Common Stock	S	1100	$47.39	Disposed	96700	Direct
2004-01-05	Common Stock	S	5800	$47.40	Disposed	90900	Direct
2004-01-05	Common Stock	S	900	$47.41	Disposed	90000	Direct
2004-01-05	Common Stock	S	1000	$47.42	Disposed	89000	Direct
2004-01-05	Common Stock	S	1000	$47.43	Disposed	88000	Direct
2004-01-05	Common Stock	S	200	$47.47	Disposed	87800	Direct
2004-01-05	Common Stock	S	500	$47.50	Disposed	87300	Direct
2004-01-05	Common Stock	S	1500	$47.52	Disposed	85800	Direct
2004-01-05	Common Stock	S	1700	$47.53	Disposed	84100	Direct
2004-01-05	Common Stock	S	1000	$47.54	Disposed	83100	Direct
2004-01-05	Common Stock	S	600	$47.55	Disposed	82500	Direct
2004-01-05	Common Stock	S	1000	$47.57	Disposed	81500	Direct
2004-01-05	Common Stock	S	5400	$47.59	Disposed	76100	Direct
2004-01-05	Common Stock	S	6000	$47.60	Disposed	70100	Direct
2004-01-05	Common Stock	S	100	$47.61	Disposed	70000	Direct
2004-01-05	Common Stock	S	500	$47.62	Disposed	69500	Direct
2004-01-05	Common Stock	S	100	$47.63	Disposed	69400	Direct
2004-01-05	Common Stock	S	400	$47.65	Disposed	69000	Direct
2004-01-05	Common Stock	S	800	$47.68	Disposed	68200	Direct
2004-01-05	Common Stock	S	200	$47.69	Disposed	68000	Direct

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.