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

Apr 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2005-03-31

Reporting Person: WEBB JANIECE S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-31	Stock Units	$	A	48	Acquired		Common Stock (48)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11302	Direct
Common Stock	350	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$51.6875	2008-04-28	Common Stock (1460)	1460	Direct
Stock Option	$54.61	2012-04-23	Common Stock (1650)	1650	Direct
Stock Option	$54.14	2014-04-27	Common Stock (1670)	1670	Direct

Footnotes

F1: Shares held by spouse. Ms. Webb disclaims beneficial ownership of such shares.

F2: 1-for-1

F3: The stock units are expected to settle in cash following termination of service as a director.