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

May 19, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2008-05-15

Reporting Person: KEYSER RICHARD L (Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-15	Common Stock	M	27860	$43.50	Acquired	250225	Direct
2008-05-15	Common Stock	M	12140	$43.50	Acquired	262365	Direct
2008-05-15	Common Stock	S	100	$89.50	Disposed	262265	Direct
2008-05-15	Common Stock	S	100	$89.505	Disposed	262165	Direct
2008-05-15	Common Stock	S	100	$89.51	Disposed	262065	Direct
2008-05-15	Common Stock	S	200	$89.54	Disposed	261865	Direct
2008-05-15	Common Stock	S	845	$89.55	Disposed	261020	Direct
2008-05-15	Common Stock	S	400	$89.555	Disposed	260620	Direct
2008-05-15	Common Stock	S	300	$89.5575	Disposed	260320	Direct
2008-05-15	Common Stock	S	3100	$89.56	Disposed	257220	Direct
2008-05-15	Common Stock	S	300	$89.565	Disposed	256920	Direct
2008-05-15	Common Stock	S	100	$89.5675	Disposed	256820	Direct
2008-05-15	Common Stock	S	600	$89.57	Disposed	256220	Direct
2008-05-15	Common Stock	S	100	$89.575	Disposed	256120	Direct
2008-05-15	Common Stock	S	1100	$89.58	Disposed	255020	Direct
2008-05-15	Common Stock	S	100	$89.59	Disposed	254920	Direct
2008-05-15	Common Stock	S	800	$89.60	Disposed	254120	Direct
2008-05-15	Common Stock	S	300	$89.62	Disposed	253820	Direct
2008-05-15	Common Stock	S	200	$89.63	Disposed	253620	Direct
2008-05-15	Common Stock	S	300	$89.6325	Disposed	253320	Direct
2008-05-15	Common Stock	S	400	$89.64	Disposed	252920	Direct
2008-05-15	Common Stock	S	400	$89.645	Disposed	252520	Direct
2008-05-15	Common Stock	S	960	$89.65	Disposed	251560	Direct
2008-05-15	Common Stock	S	200	$89.6525	Disposed	251360	Direct
2008-05-15	Common Stock	S	100	$89.655	Disposed	251260	Direct
2008-05-15	Common Stock	S	200	$89.66	Disposed	251060	Direct
2008-05-15	Common Stock	S	100	$89.6625	Disposed	250960	Direct
2008-05-15	Common Stock	S	1000	$89.67	Disposed	249960	Direct
2008-05-15	Common Stock	S	100	$89.675	Disposed	249860	Direct
2008-05-15	Common Stock	S	200	$89.68	Disposed	249660	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-15	Option	$43.50	M	27860	Disposed	2010-04-25	Common Stock (27860)	Direct
2008-05-15	Option	$43.50	M	12140	Disposed	2010-04-25	Common Stock (12140)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$54.61	2012-04-23	Common Stock (175000)	175000	Direct
Option	$45.50	2013-04-29	Common Stock (174000)	174000	Direct
Option	$54.14	2014-04-27	Common Stock (81000)	81000	Direct
Option	$52.29	2015-04-26	Common Stock (90000)	90000	Direct
Option	$76.61	2016-04-25	Common Stock (80000)	80000	Direct
Option	$83.08	2017-04-24	Common Stock (80000)	80000	Direct
Option	$85.82	2018-04-29	Common Stock (150000)	150000	Direct

Footnotes

F1: Exercisable in four equal annual installments beginning 4/26/2001.