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

Dec 1, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2008-12-01

Reporting Person: SLAVIK JAMES D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-01	Stock Units	$	A	58	Acquired		Common Stock (58)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1079542	Direct
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	$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.