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

Apr 26, 2007

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-04-25	Common Stock	A	4000	—	Acquired	42704	Direct
2007-04-25	Common Stock	M	24300	$48.625	Acquired	67004	Direct
2007-04-25	Common Stock	S	1000	$84.05	Disposed	66004	Direct
2007-04-25	Common Stock	S	700	$84.06	Disposed	65304	Direct
2007-04-25	Common Stock	S	800	$84.07	Disposed	64504	Direct
2007-04-25	Common Stock	S	100	$84.08	Disposed	64404	Direct
2007-04-25	Common Stock	S	3300	$84.09	Disposed	61104	Direct
2007-04-25	Common Stock	S	3800	$84.10	Disposed	57304	Direct
2007-04-25	Common Stock	S	2300	$84.12	Disposed	55004	Direct
2007-04-25	Common Stock	S	900	$84.13	Disposed	54104	Direct
2007-04-25	Common Stock	S	1700	$84.14	Disposed	52404	Direct
2007-04-25	Common Stock	S	1900	$84.15	Disposed	50504	Direct
2007-04-25	Common Stock	S	1800	$84.16	Disposed	48704	Direct
2007-04-25	Common Stock	S	1800	$84.17	Disposed	46904	Direct
2007-04-25	Common Stock	S	1300	$84.18	Disposed	45604	Direct
2007-04-25	Common Stock	S	890	$84.19	Disposed	44714	Direct
2007-04-25	Common Stock	S	1900	$84.20	Disposed	42814	Direct
2007-04-25	Common Stock	S	100	$84.21	Disposed	42714	Direct
2007-04-25	Common Stock	S	10	$84.22	Disposed	42704	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-04-25	Option	$48.625	M	24300	Disposed	2009-04-27	Common Stock (24300)	Direct
2007-04-25	Option	$83.08	A	16000	Acquired	2017-04-24	Common Stock (16000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$42.8125	2010-02-28	Common Stock (6870)	6870	Direct
Option	$43.50	2010-04-25	Common Stock (27980)	27980	Direct
Option	$43.50	2010-04-25	Common Stock (4200)	4200	Direct
Option	$37.50	2011-04-24	Common Stock (40000)	40000	Direct
Option	$37.50	2011-04-24	Common Stock (2800)	2800	Direct
Option	$54.61	2012-04-23	Common Stock (45000)	45000	Direct
Option	$45.50	2013-04-29	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

Footnotes

F1: Award of restricted stock units to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis.

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

F3: Exercisable in four equal annual installments beginning 4/26/2001.