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

May 8, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2007-05-07

Reporting Person: KEYSER RICHARD L (Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-07	Common Stock	M	29952	$37.50	Acquired	270909	Direct
2007-05-07	Common Stock	M	8100	$37.50	Acquired	279009	Direct
2007-05-07	Common Stock	S	500	$83.24	Disposed	278509	Direct
2007-05-07	Common Stock	S	400	$83.25	Disposed	278109	Direct
2007-05-07	Common Stock	S	352	$83.26	Disposed	277757	Direct
2007-05-07	Common Stock	S	200	$83.27	Disposed	277557	Direct
2007-05-07	Common Stock	S	300	$83.28	Disposed	277257	Direct
2007-05-07	Common Stock	S	100	$83.29	Disposed	277157	Direct
2007-05-07	Common Stock	S	600	$83.30	Disposed	276557	Direct
2007-05-07	Common Stock	S	700	$83.31	Disposed	275857	Direct
2007-05-07	Common Stock	S	600	$83.32	Disposed	275257	Direct
2007-05-07	Common Stock	S	400	$83.33	Disposed	274857	Direct
2007-05-07	Common Stock	S	210	$83.34	Disposed	274647	Direct
2007-05-07	Common Stock	S	390	$83.35	Disposed	274257	Direct
2007-05-07	Common Stock	S	700	$83.36	Disposed	273557	Direct
2007-05-07	Common Stock	S	300	$83.37	Disposed	273257	Direct
2007-05-07	Common Stock	S	1100	$83.38	Disposed	272157	Direct
2007-05-07	Common Stock	S	600	$83.39	Disposed	271557	Direct
2007-05-07	Common Stock	S	200	$83.40	Disposed	271357	Direct
2007-05-07	Common Stock	S	500	$83.41	Disposed	270857	Direct
2007-05-07	Common Stock	S	500	$83.42	Disposed	270357	Direct
2007-05-07	Common Stock	S	100	$83.46	Disposed	270257	Direct
2007-05-07	Common Stock	S	200	$83.49	Disposed	270057	Direct
2007-05-07	Common Stock	S	800	$83.50	Disposed	269257	Direct
2007-05-07	Common Stock	S	200	$83.51	Disposed	269057	Direct
2007-05-07	Common Stock	S	100	$83.52	Disposed	268957	Direct
2007-05-07	Common Stock	S	300	$83.53	Disposed	268657	Direct
2007-05-07	Common Stock	S	300	$83.54	Disposed	268357	Direct
2007-05-07	Common Stock	S	500	$83.55	Disposed	267857	Direct
2007-05-07	Common Stock	S	200	$83.56	Disposed	267657	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-07	Option	$37.50	M	29952	Disposed	2011-04-24	Common Stock (29952)	Direct
2007-05-07	Option	$37.50	M	8100	Disposed	2011-04-24	Common Stock (8100)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$42.8125	2010-02-28	Common Stock (20100)	20100	Direct
Option	$43.50	2010-04-25	Common Stock (80930)	80930	Direct
Option	$43.50	2010-04-25	Common Stock (12140)	12140	Direct
Option	$54.61	2012-04-23	Common Stock (175000)	175000	Direct
Option	$45.50	2013-04-29	Common Stock (174000)	174000	Direct
Option	$54.14	2014-04-27	Common Stock (81000)	81000	Direct
Option	$52.29	2015-04-26	Common Stock (90000)	90000	Direct
Option	$76.61	2016-04-25	Common Stock (80000)	80000	Direct
Option	$83.08	2017-04-24	Common Stock (80000)	80000	Direct

Footnotes

F1: Exercisable in four equal annual installments beginning 4/26/2001.