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

Mar 6, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2007-03-02

Reporting Person: SMITH HAROLD B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-03-02	Common Stock	M	2200	$37.25	Acquired	14740	Direct
2007-03-02	Common Stock	F	1064	$77.04	Disposed	13676	Direct
2007-03-02	Common Stock	M	1460	$51.6875	Acquired	15136	Direct
2007-03-02	Common Stock	F	980	$77.04	Disposed	14156	Direct
2007-03-02	Common Stock	M	1860	$48.625	Acquired	16016	Direct
2007-03-02	Common Stock	F	1174	$77.04	Disposed	14842	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-02	Stock Option	$37.25	M	2200	Disposed	2007-04-29	Common Stock (2200)	Direct
2007-03-02	Stock Option	$51.6875	M	1460	Disposed	2008-04-28	Common Stock (1460)	Direct
2007-03-02	Stock Option	$48.625	M	1860	Disposed	2009-04-27	Common Stock (1860)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	28000	Indirect
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 (8219)	8219	Direct

Footnotes

F1: Shares held by a trust of which I am a co-trustee and in which I have a contingent beneficial interest.

F2: Shares held by a trust of which I am a co-trustee and in which I have a beneficial interest.

F3: 1-for-1

F4: The stock units are expected to settle in cash following termination of service as a director.