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

Oct 2, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2007-10-01

Reporting Person: LOUX P OGDEN (Sr. VP, Finance and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-10-01	Common Stock	M	45000	$45.50	Acquired	87704	Direct
2007-10-01	Common Stock	S	45000	$92.50	Disposed	42704	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-10-01	Option	$45.50	M	45000	Disposed	2013-04-29	Common Stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$54.61	2012-04-23	Common Stock (45000)	45000	Direct
Option	$54.14	2014-04-27	Common Stock (20000)	20000	Direct
Option	$52.29	2015-04-26	Common Stock (19000)	19000	Direct
Option	$76.61	2016-04-25	Common Stock (15000)	15000	Direct
Option	$83.08	2017-04-24	Common Stock (16000)	16000	Direct

Footnotes

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

F2: Shares held by reporting person's wife. The reporting person disclaims beneficial ownership of these shares.