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

Dec 12, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2005-12-09

Reporting Person: GRAINGER DAVID W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-09	Common Stock	S	3100	$70.31	Disposed	6836503	Direct
2005-12-09	Common Stock	S	1700	$70.32	Disposed	6834803	Direct
2005-12-09	Common Stock	S	200	$70.33	Disposed	6834603	Direct
2005-12-09	Common Stock	S	1001	$70.34	Disposed	6833602	Direct
2005-12-09	Common Stock	S	3800	$70.35	Disposed	6829802	Direct
2005-12-09	Common Stock	S	1200	$70.36	Disposed	6828602	Direct
2005-12-09	Common Stock	S	600	$70.37	Disposed	6828002	Direct
2005-12-09	Common Stock	S	400	$70.38	Disposed	6827602	Direct
2005-12-09	Common Stock	S	200	$70.39	Disposed	6827402	Direct
2005-12-09	Common Stock	S	247	$70.40	Disposed	6827155	Direct
2005-12-09	Common Stock	S	400	$70.41	Disposed	6826755	Direct
2005-12-09	Common Stock	S	400	$70.42	Disposed	6826355	Direct
2005-12-09	Common Stock	S	100	$70.44	Disposed	6826255	Direct
2005-12-09	Common Stock	S	500	$70.45	Disposed	6825755	Direct
2005-12-09	Common Stock	S	200	$70.46	Disposed	6825555	Direct
2005-12-09	Common Stock	S	100	$70.47	Disposed	6825455	Direct
2005-12-09	Common Stock	S	100	$70.48	Disposed	6825355	Direct
2005-12-09	Common Stock	S	100	$70.49	Disposed	6825255	Direct
2005-12-09	Common Stock	S	100	$70.50	Disposed	6825155	Direct
2005-12-09	Common Stock	S	800	$70.51	Disposed	6824355	Direct
2005-12-09	Common Stock	S	500	$70.52	Disposed	6823855	Direct
2005-12-09	Common Stock	S	200	$70.53	Disposed	6823655	Direct
2005-12-09	Common Stock	S	500	$70.54	Disposed	6823155	Direct
2005-12-09	Common Stock	S	200	$70.55	Disposed	6822955	Direct
2005-12-09	Common Stock	S	100	$70.57	Disposed	6822855	Direct
2005-12-09	Common Stock	S	500	$70.58	Disposed	6822355	Direct
2005-12-09	Common Stock	S	400	$70.59	Disposed	6821955	Direct
2005-12-09	Common Stock	S	300	$70.61	Disposed	6821655	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.