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

Nov 22, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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	698356	Indirect
2006-11-21	Common Stock	S	2660	$73.13	Disposed	695696	Indirect
2006-11-21	Common Stock	S	5900	$73.14	Disposed	689796	Indirect
2006-11-21	Common Stock	S	900	$73.15	Disposed	688896	Indirect
2006-11-21	Common Stock	S	50	$73.16	Disposed	688846	Indirect
2006-11-21	Common Stock	S	9412	$73.19	Disposed	679434	Indirect
2006-11-21	Common Stock	S	1050	$73.20	Disposed	678384	Indirect
2006-11-21	Common Stock	S	750	$73.21	Disposed	677634	Indirect
2006-11-21	Common Stock	S	950	$73.22	Disposed	676684	Indirect
2006-11-21	Common Stock	S	400	$73.23	Disposed	676284	Indirect
2006-11-21	Common Stock	S	550	$73.24	Disposed	675734	Indirect
2006-11-21	Common Stock	S	1500	$73.25	Disposed	674234	Indirect
2006-11-21	Common Stock	S	1100	$73.26	Disposed	673134	Indirect
2006-11-21	Common Stock	S	1400	$73.27	Disposed	671734	Indirect
2006-11-21	Common Stock	S	400	$73.28	Disposed	671334	Indirect
2006-11-21	Common Stock	S	200	$73.29	Disposed	671134	Indirect
2006-11-21	Common Stock	S	2823	$73.3	Disposed	668311	Indirect
2006-11-21	Common Stock	S	2850	$73.31	Disposed	665461	Indirect
2006-11-21	Common Stock	S	2700	$73.32	Disposed	662761	Indirect
2006-11-21	Common Stock	S	1450	$73.33	Disposed	661311	Indirect
2006-11-21	Common Stock	S	1480	$73.34	Disposed	659831	Indirect
2006-11-21	Common Stock	S	1300	$73.35	Disposed	658531	Indirect
2006-11-21	Common Stock	S	920	$73.36	Disposed	657611	Indirect
2006-11-21	Common Stock	S	850	$73.37	Disposed	656761	Indirect
2006-11-21	Common Stock	S	700	$73.38	Disposed	656061	Indirect
2006-11-21	Common Stock	S	850	$73.39	Disposed	655211	Indirect
2006-11-21	Common Stock	S	650	$73.4	Disposed	654561	Indirect
2006-11-21	Common Stock	S	1100	$73.41	Disposed	653461	Indirect
2006-11-21	Common Stock	S	400	$73.42	Disposed	653061	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6662404	Direct

Footnotes

F1: Shares held by trust, of which Mr. Grainger is co-trustee and income beneficiary. Mr. Grainger disclaims beneficial ownership as to such shares.