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

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2005-08-10

Reporting Person: LOUX P OGDEN (Sr. VP, Finance and CFO)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-10	Common Stock	M	12340	$62.1	Acquired	60406	Direct
2005-08-10	Common Stock	S	2800	$62.66	Disposed	57606	Direct
2005-08-10	Common Stock	S	100	$62.67	Disposed	57506	Direct
2005-08-10	Common Stock	S	1700	$62.68	Disposed	55806	Direct
2005-08-10	Common Stock	S	400	$62.69	Disposed	55406	Direct
2005-08-10	Common Stock	S	2900	$62.71	Disposed	52506	Direct
2005-08-10	Common Stock	S	1000	$62.75	Disposed	51506	Direct
2005-08-10	Common Stock	S	100	$62.76	Disposed	51406	Direct
2005-08-10	Common Stock	S	3340	$62.8	Disposed	48066	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-10	Option	$33.75	M	12340	Disposed	2006-04-23	Common Stock (12340)	Direct

Security	Shares	Ownership
Common Stock	400	Indirect

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$37.25	2007-04-29	Common Stock (15900)	15900	Direct
Option	$51.6875	2008-04-28	Common Stock (13500)	13500	Direct
Option	$48.625	2009-04-27	Common Stock (24300)	24300	Direct
Option	$42.8125	2010-02-28	Common Stock (6870)	6870	Direct
Option	$43.50	2010-04-25	Common Stock (27980)	27980	Direct
Option	$43.50	2010-04-25	Common Stock (4200)	4200	Direct
Option	$37.50	2011-04-24	Common Stock (40000)	40000	Direct
Option	$37.50	2011-04-24	Common Stock (2800)	2800	Direct
Option	$54.61	2012-04-23	Common Stock (45000)	45000	Direct
Option	$45.50	2013-04-29	Common Stock (45000)	45000	Direct
Option	$54.14	2014-04-27	Common Stock (20000)	20000	Direct
Option	$52.29	2015-04-26	Common Stock (19000)	19000	Direct

F1: Shares held by reporting person's wife. The reporting person disclaims beneficial ownership of these shares.

F2: Exercisable in four equal annual installments beginning 4/26/2001.