W.W. GRAINGER, INC. — Director's Dealing 2008

Dec 16, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2008-12-16

Reporting Person: JADIN RONALD L (Sr. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-16	Common Stock	M	2830	$48.625	Acquired	2830	Indirect
2008-12-16	Common Stock	S	30	$72.95	Disposed	2800	Indirect
2008-12-16	Common Stock	S	100	$72.9501	Disposed	2700	Indirect
2008-12-16	Common Stock	S	100	$72.9601	Disposed	2600	Indirect
2008-12-16	Common Stock	S	200	$72.9701	Disposed	2400	Indirect
2008-12-16	Common Stock	S	500	$72.975	Disposed	1900	Indirect
2008-12-16	Common Stock	S	200	$72.9801	Disposed	1700	Indirect
2008-12-16	Common Stock	S	1000	$72.9901	Disposed	700	Indirect
2008-12-16	Common Stock	S	100	$73.0001	Disposed	600	Indirect
2008-12-16	Common Stock	S	600	$73.0100	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-16	Option	$48.625	M	2830	Disposed	2009-04-27	Common Stock (2830)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26850	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$43.5	2010-04-25	Common Stock (3260)	3260	Indirect
Option	$43.5	2010-04-25	Common Stock (490)	490	Indirect
Option	$37.5	2011-04-24	Common Stock (7500)	7500	Indirect
Option	$37.5	2011-04-24	Common Stock (330)	330	Indirect
Option	$54.61	2012-04-23	Common Stock (7500)	7500	Indirect
Option	$45.5	2013-04-29	Common Stock (9000)	9000	Indirect
Option	$54.14	2014-04-27	Common Stock (3900)	3900	Indirect
Option	$52.29	2015-04-26	Common Stock (5000)	5000	Indirect
Option	$76.61	2016-04-25	Common Stock (3500)	3500	Direct
Option	$83.08	2017-04-24	Common Stock (3200)	3200	Direct
Option	$85.82	2018-04-29	Common Stock (13500)	13500	Direct

Footnotes

F1: Shares held by Mr. Jadin's wife. Mr. Jadin disclaims beneficial ownership of such shares.