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

Apr 27, 2007

30040_dirs_2007-04-27_8f27c576-8a99-41fd-ae5b-a02bc78091bc.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2007-04-25

Reporting Person: SLAVIK JAMES D (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-04-25 Common Stock M 2200 $37.25 Acquired 1081742 Direct
2007-04-25 Common Stock S 100 $83.37 Disposed 1081642 Direct
2007-04-25 Common Stock S 100 $83.38 Disposed 1081542 Direct
2007-04-25 Common Stock S 800 $83.39 Disposed 1080742 Direct
2007-04-25 Common Stock S 600 $83.42 Disposed 1080142 Direct
2007-04-25 Common Stock S 200 $83.44 Disposed 1079942 Direct
2007-04-25 Common Stock S 400 $83.46 Disposed 1079542 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-04-25 Stock Units $ A 730 Acquired Common Stock (730) Direct
2007-04-25 Stock Option $37.25 M 2200 Disposed 2007-04-29 Common Stock (2200) 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 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 $43.50 2010-04-25 Common Stock (2070) 2070 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: Shares held by trusts of which Mr. Slavik is a beneficiary and co-trustee.

F2: Shares held by or FBO Mr. Slavik's children. Mr. Slavik disclaims beneficial ownership of such shares.

F3: Shares held by corporation of which Mr. Slavik is a shareholder, director & officer. Mr. Slavik disclaims beneficial ownership of such shares.

F4: Shares held by trusts of which Mr. Slavik is a co-trustee. Mr. Slavik disclaims beneficial ownership of such shares.

F5: Shares held by Mr. Slavik's wife. Mr. Slavik disclaims beneficial ownership of such shares.

F6: 1-for-1

F7: The stock units are expected to settle in cash following termination of service as a director.