W.W. GRAINGER, INC. — Director's Dealing 2007

Dec 18, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2007-12-17

Reporting Person: SLAVIK JAMES D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-12-17	Common Stock	M	1460	$51.6875	Acquired	1081002	Direct
2007-12-17	Common Stock	M	1860	$48.625	Acquired	1082862	Direct
2007-12-17	Common Stock	M	2070	$43.50	Acquired	1084932	Direct
2007-12-17	Common Stock	S	100	$89.95	Disposed	1084832	Direct
2007-12-17	Common Stock	S	200	$89.99	Disposed	1084632	Direct
2007-12-17	Common Stock	S	2140	$90.00	Disposed	1082492	Direct
2007-12-17	Common Stock	S	700	$90.01	Disposed	1081792	Direct
2007-12-17	Common Stock	S	100	$90.02	Disposed	1081692	Direct
2007-12-17	Common Stock	S	100	$90.035	Disposed	1081592	Direct
2007-12-17	Common Stock	S	100	$90.04	Disposed	1081492	Direct
2007-12-17	Common Stock	S	850	$90.05	Disposed	1080642	Direct
2007-12-17	Common Stock	S	100	$90.06	Disposed	1080542	Direct
2007-12-17	Common Stock	S	100	$90.07	Disposed	1080442	Direct
2007-12-17	Common Stock	S	100	$90.075	Disposed	1080342	Direct
2007-12-17	Common Stock	S	200	$90.08	Disposed	1080142	Direct
2007-12-17	Common Stock	S	100	$90.105	Disposed	1080042	Direct
2007-12-17	Common Stock	S	100	$90.110	Disposed	1079942	Direct
2007-12-17	Common Stock	S	400	$90.13	Disposed	1079542	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-12-17	Stock Option	$51.6875	M	1460	Disposed	2008-04-28	Common Stock (1460)	Direct
2007-12-17	Stock Option	$48.625	M	1860	Disposed	2009-04-27	Common Stock (1860)	Direct
2007-12-17	Stock Option	$43.50	M	2070	Disposed	2010-04-25	Common Stock (2070)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	102180	Indirect
Common Stock	1044490	Indirect
Common Stock	1635760	Indirect
Common Stock	205879	Indirect
Common Stock	688	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Units	$		Common Stock (9055)	9055	Direct
Stock Option	$37.50	2011-04-24	Common Stock (2400)	2400	Direct
Stock Option	$54.61	2012-04-23	Common Stock (1650)	1650	Direct
Stock Option	$45.50	2013-04-29	Common Stock (1980)	1980	Direct
Stock Option	$54.14	2014-04-27	Common Stock (1670)	1670	Direct

Footnotes

F1: Transaction pursuant to a previously adopted Rule 10b5-1 trading program.

F2: Shares held by trusts of which Mr. Slavik is a beneficiary and co-trustee.

F3: Shares held by or FBO Mr. Slavik's children. Mr. Slavik disclaims beneficial ownership of such shares.

F4: Shares held by corporation of which Mr. Slavik is a shareholder, director & officer. Mr. Slavik disclaims beneficial ownership of such shares.

F5: Shares held by trusts of which Mr. Slavik is a co-trustee. Mr. Slavik disclaims beneficial ownership of such shares.

F6: Shares held by Mr. Slavik's wife. Mr. Slavik disclaims beneficial ownership of such shares.

F7: 1-for-1

F8: The stock units are expected to settle in cash following termination of service as a director.