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

May 15, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2008-05-14

Reporting Person: KEYSER RICHARD L (Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-14	Common Stock	M	20100	$42.8125	Acquired	242465	Direct
2008-05-14	Common Stock	M	53070	$43.50	Acquired	295535	Direct
2008-05-14	Common Stock	S	600	$90.16	Disposed	294935	Direct
2008-05-14	Common Stock	S	700	$90.17	Disposed	294235	Direct
2008-05-14	Common Stock	S	700	$90.18	Disposed	293535	Direct
2008-05-14	Common Stock	S	1400	$90.19	Disposed	292135	Direct
2008-05-14	Common Stock	S	2300	$90.20	Disposed	289835	Direct
2008-05-14	Common Stock	S	2684	$90.21	Disposed	287151	Direct
2008-05-14	Common Stock	S	1900	$90.22	Disposed	285251	Direct
2008-05-14	Common Stock	S	1200	$90.23	Disposed	284051	Direct
2008-05-14	Common Stock	S	1800	$90.2325	Disposed	282251	Direct
2008-05-14	Common Stock	S	1598	$90.24	Disposed	280653	Direct
2008-05-14	Common Stock	S	1400	$90.25	Disposed	279253	Direct
2008-05-14	Common Stock	S	1300	$90.26	Disposed	277953	Direct
2008-05-14	Common Stock	S	700	$90.27	Disposed	277253	Direct
2008-05-14	Common Stock	S	400	$90.275	Disposed	276853	Direct
2008-05-14	Common Stock	S	1400	$90.28	Disposed	275453	Direct
2008-05-14	Common Stock	S	1000	$90.2825	Disposed	274453	Direct
2008-05-14	Common Stock	S	1600	$90.285	Disposed	272853	Direct
2008-05-14	Common Stock	S	2616	$90.29	Disposed	270237	Direct
2008-05-14	Common Stock	S	800	$90.295	Disposed	269437	Direct
2008-05-14	Common Stock	S	500	$90.30	Disposed	268937	Direct
2008-05-14	Common Stock	S	1000	$90.305	Disposed	267937	Direct
2008-05-14	Common Stock	S	1870	$90.31	Disposed	266067	Direct
2008-05-14	Common Stock	S	1300	$90.32	Disposed	264767	Direct
2008-05-14	Common Stock	S	200	$90.325	Disposed	264567	Direct
2008-05-14	Common Stock	S	4902	$90.33	Disposed	259665	Direct
2008-05-14	Common Stock	S	4500	$90.34	Disposed	255165	Direct
2008-05-14	Common Stock	S	1100	$90.345	Disposed	254065	Direct
2008-05-14	Common Stock	S	2400	$90.35	Disposed	251665	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-14	Option	$42.8125	M	20100	Disposed	2010-02-28	Common Stock (20100)	Direct
2008-05-14	Option	$43.50	M	53070	Disposed	2010-04-25	Common Stock (53070)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$43.50	2010-04-25	Common Stock (12140)	12140	Direct
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.