W.W. GRAINGER, INC. — Director's Dealing 2005

Dec 13, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2005-12-12

Reporting Person: GRAINGER DAVID W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-12	Common Stock	S	900	$70.68	Disposed	6814455	Direct
2005-12-12	Common Stock	S	900	$70.69	Disposed	6813555	Direct
2005-12-12	Common Stock	S	600	$70.70	Disposed	6812955	Direct
2005-12-12	Common Stock	S	500	$70.71	Disposed	6812455	Direct
2005-12-12	Common Stock	S	100	$70.72	Disposed	6812355	Direct
2005-12-12	Common Stock	S	300	$70.73	Disposed	6812055	Direct
2005-12-12	Common Stock	S	200	$70.74	Disposed	6811855	Direct
2005-12-12	Common Stock	S	601	$70.75	Disposed	6811254	Direct
2005-12-12	Common Stock	S	200	$70.77	Disposed	6811054	Direct
2005-12-12	Common Stock	S	100	$70.78	Disposed	6810954	Direct
2005-12-12	Common Stock	S	400	$70.79	Disposed	6810554	Direct
2005-12-12	Common Stock	S	200	$70.80	Disposed	6810354	Direct
2005-12-12	Common Stock	S	100	$70.81	Disposed	6810254	Direct
2005-12-12	Common Stock	S	100	$70.82	Disposed	6810154	Direct
2005-12-12	Common Stock	S	100	$70.83	Disposed	6810054	Direct
2005-12-12	Common Stock	S	200	$70.85	Disposed	6809854	Direct
2005-12-12	Common Stock	S	100	$70.88	Disposed	6809754	Direct
2005-12-12	Common Stock	S	300	$70.89	Disposed	6809454	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	724720	Indirect
Common Stock	786430	Indirect

Footnotes

F1: Shares held by trust, of which Mr. Grainger is co-trustee and income beneficiary. Mr. Grainger disclaims beneficial ownership as to such shares.

F2: 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.