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

Jan 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2004-12-31

Reporting Person: ROGERS GARY L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-31	Stock Units	$	A	91	Acquired		Common Stock (91)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	310	Direct

Footnotes

F1: 1-for-1

F2: The stock units are expected to settle in cash following termination of service as a director.