W.W. GRAINGER, INC. — Director's Dealing 2006

Nov 27, 2006

SEC Form 4/A — Form 4/A

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2006-11-21

Reporting Person: GRAINGER DAVID W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-11-21	Common Stock	S	11105	$73.12	Disposed	760066	Indirect
2006-11-21	Common Stock	S	2660	$73.13	Disposed	757406	Indirect
2006-11-21	Common Stock	S	5900	$73.14	Disposed	751506	Indirect
2006-11-21	Common Stock	S	900	$73.15	Disposed	750606	Indirect
2006-11-21	Common Stock	S	50	$73.16	Disposed	750556	Indirect
2006-11-21	Common Stock	S	9412	$73.19	Disposed	741144	Indirect
2006-11-21	Common Stock	S	1050	$73.20	Disposed	740094	Indirect
2006-11-21	Common Stock	S	750	$73.21	Disposed	739344	Indirect
2006-11-21	Common Stock	S	950	$73.22	Disposed	738394	Indirect
2006-11-21	Common Stock	S	400	$73.23	Disposed	737994	Indirect
2006-11-21	Common Stock	S	550	$73.24	Disposed	737444	Indirect
2006-11-21	Common Stock	S	1500	$73.25	Disposed	735944	Indirect
2006-11-21	Common Stock	S	1100	$73.26	Disposed	734844	Indirect
2006-11-21	Common Stock	S	1400	$73.27	Disposed	733444	Indirect
2006-11-21	Common Stock	S	400	$73.28	Disposed	733044	Indirect
2006-11-21	Common Stock	S	200	$73.29	Disposed	732844	Indirect

Footnotes

F1: Shares held by trusts, of which Mr. Grainger is a trustee or co-trustee, FBO Mr. Grainger's wife. Mr. Grainger disclaims beneficial ownership as to such shares.

F2: The purpose of the amendment is to report correctly the number of shares of the issuer's common stock owned by the reporting person following the transactions on the original Form 4.