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

Jul 23, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2007-07-23

Reporting Person: SMITH HAROLD B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-23	Common Stock	J	21000	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21842	Direct
Common Stock	20000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 (8985)	8985	Direct

Footnotes

F1: Includes 7,000 shares previously reported as held indirectly through a trust under which I was both a trustee and a contingent beneficiary.

F2: Represents the disposition of shares upon the termination of a trust under which I was both a trustee and a contingent beneficiary.

F3: Shares held by a trust of which I am a co-trustee and in which I have a beneficial interest.

F4: 1-for-1

F5: The stock units are expected to settle in cash following termination of service as a director.