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

Apr 29, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2005-04-27

Reporting Person: KREHBIEL FREDERICK A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-04-27	Common Stock	M	955	—	Acquired	8635	Direct
2005-04-27	Common Stock	D	955	$52.29	Disposed	7680	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-04-27	Stock Units	$	M	955	Disposed		Common Stock (955)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$54.61	2012-04-23	Common Stock (1650)	1650	Direct
Stock Option	$45.50	2013-04-29	Common Stock (1980)	1980	Direct
Stock Option	$54.14	2014-04-27	Common Stock (1670)	1670	Direct

Footnotes

F1: 1-for-1

F2: The Stock Units settle in cash following termination of service as a director.