W.W. GRAINGER, INC. — Director's Dealing 2010

Oct 20, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2010-10-19

Reporting Person: NOVICH NEIL S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-19	Common Stock	M	1980	$45.50	Acquired	7320	Direct
2010-10-19	Common Stock	M	1670	$54.14	Acquired	8990	Direct
2010-10-19	Common Stock	S	1000	$121.90	Disposed	7990	Direct
2010-10-19	Common Stock	S	333	$121.91	Disposed	7657	Direct
2010-10-19	Common Stock	S	846	$121.92	Disposed	6811	Direct
2010-10-19	Common Stock	S	600	$121.93	Disposed	6211	Direct
2010-10-19	Common Stock	S	100	$121.97	Disposed	6111	Direct
2010-10-19	Common Stock	S	100	$121.98	Disposed	6011	Direct
2010-10-19	Common Stock	S	671	$121.99	Disposed	5340	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-19	Stock Option	$45.50	M	1980	Disposed	2013-04-29	Common Stock (1980)	Direct
2010-10-19	Stock Option	$54.14	M	1670	Disposed	2014-04-27	Common Stock (1670)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Units	$		Common Stock (14718)	14718	Direct

Footnotes

F1: 1-for-1

F2: The stock units are expected to settle in cash following termination of service as a director.