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

Aug 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2006-08-02

Reporting Person: SMITH HAROLD B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-02	Common Stock	P	9650	$61.9	Acquired	10000	Indirect
2006-08-02	Common Stock	P	150	$62.41	Acquired	10150	Indirect
2006-08-02	Common Stock	P	250	$62.42	Acquired	10400	Indirect
2006-08-02	Common Stock	P	300	$62.43	Acquired	10700	Indirect
2006-08-02	Common Stock	P	500	$62.45	Acquired	11200	Indirect
2006-08-02	Common Stock	P	800	$62.46	Acquired	12000	Indirect
2006-08-02	Common Stock	P	700	$62.47	Acquired	12700	Indirect
2006-08-02	Common Stock	P	600	$62.48	Acquired	13300	Indirect
2006-08-02	Common Stock	P	450	$62.49	Acquired	13750	Indirect
2006-08-02	Common Stock	P	1450	$62.50	Acquired	15200	Indirect
2006-08-02	Common Stock	P	350	$62.51	Acquired	15550	Indirect
2006-08-02	Common Stock	P	100	$62.52	Acquired	15650	Indirect
2006-08-02	Common Stock	P	50	$62.53	Acquired	15700	Indirect
2006-08-02	Common Stock	P	600	$62.54	Acquired	16300	Indirect
2006-08-02	Common Stock	P	50	$62.56	Acquired	16350	Indirect
2006-08-02	Common Stock	P	300	$62.57	Acquired	16650	Indirect
2006-08-02	Common Stock	P	700	$62.58	Acquired	17350	Indirect
2006-08-02	Common Stock	P	1600	$62.59	Acquired	18950	Indirect
2006-08-02	Common Stock	P	250	$62.6	Acquired	19200	Indirect
2006-08-02	Common Stock	P	150	$62.65	Acquired	19350	Indirect
2006-08-02	Common Stock	P	100	$62.66	Acquired	19450	Indirect
2006-08-02	Common Stock	P	100	$62.67	Acquired	19550	Indirect
2006-08-02	Common Stock	P	100	$62.7	Acquired	19650	Indirect
2006-08-02	Common Stock	P	100	$62.71	Acquired	19750	Indirect
2006-08-02	Common Stock	P	250	$62.75	Acquired	20000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$37.25	2007-04-29	Common Stock (2200)	2200	Direct
Stock Option	$51.6875	2008-04-28	Common Stock (1460)	1460	Direct
Stock Option	$48.625	2009-04-27	Common Stock (1860)	1860	Direct
Stock Option	$43.5	2010-04-25	Common Stock (2070)	2070	Direct
Stock Option	$37.5	2011-04-24	Common Stock (2400)	2400	Direct
Stock Option	$54.61	2012-04-23	Common Stock (1650)	1650	Direct
Stock Option	$45.5	2013-04-29	Common Stock (1980)	1980	Direct
Stock Option	$54.14	2014-04-27	Common Stock (1670)	1670	Direct
Stock Units	$		Common Stock (8120)	8120	Direct

Footnotes

F2: Shares held by a trust of which I am a co-trustee and in which I have a beneficial interest.

F3: 1-for-1

F4: The stock units are expected to settle in cash following termination of service as a director.