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

Dec 9, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2005-12-08

Reporting Person: GRAINGER DAVID W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-08	Common Stock	S	200	$70.32	Disposed	6872855	Direct
2005-12-08	Common Stock	S	400	$70.33	Disposed	6872455	Direct
2005-12-08	Common Stock	S	500	$70.34	Disposed	6871955	Direct
2005-12-08	Common Stock	S	100	$70.35	Disposed	6871855	Direct
2005-12-08	Common Stock	S	100	$70.42	Disposed	6871755	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.