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

May 1, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2008-04-30

Reporting Person: LOUX P OGDEN (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-04-30	Common Stock	A	4000	$85.82	Acquired	44376	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-04-30	Option	$85.82	A	16000	Acquired	2018-04-29	Common Stock (16000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$54.14	2014-04-27	Common Stock (20000)	20000	Direct
Option	$52.29	2015-04-26	Common Stock (19000)	19000	Direct
Option	$76.61	2016-04-25	Common Stock (15000)	15000	Direct
Option	$83.08	2017-04-24	Common Stock (16000)	16000	Direct

Footnotes

F1: Award of restricted stock units to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis.

F2: Shares held by reporting person's wife. The reporting person disclaims beneficial ownership of these shares.