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

Jun 2, 2005

30040_dirs_2005-06-02_a53dbccb-dbd9-440e-b4f7-cb90e7c5e8da.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2005-06-02

Reporting Person: GRAINGER DAVID W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-06-02	Common Stock	G	380000	—	Disposed	6959454	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	724720	Indirect
Common Stock	786430	Indirect

Footnotes

F1: Disposition by gift.

F2: Shares held by trust, of which Mr. Grainger is co-trustee and income beneficiary. Mr. Grainger disclaims beneficial ownership as to such shares.

F3: 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.