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

Aug 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2010-08-03

Reporting Person: ANDERSON BRIAN P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-03	Common Stock	M	2400	$37.50	Acquired	6740	Direct
2010-08-03	Common Stock	S	100	$113.52	Disposed	6640	Direct
2010-08-03	Common Stock	S	200	$113.53	Disposed	6440	Direct
2010-08-03	Common Stock	S	200	$113.54	Disposed	6240	Direct
2010-08-03	Common Stock	S	300	$113.55	Disposed	5940	Direct
2010-08-03	Common Stock	S	200	$113.56	Disposed	5740	Direct
2010-08-03	Common Stock	S	200	$113.57	Disposed	5540	Direct
2010-08-03	Common Stock	S	100	$113.58	Disposed	5440	Direct
2010-08-03	Common Stock	S	292	$113.59	Disposed	5148	Direct
2010-08-03	Common Stock	S	200	$113.64	Disposed	4948	Direct
2010-08-03	Common Stock	S	300	$113.66	Disposed	4648	Direct
2010-08-03	Common Stock	S	100	$113.68	Disposed	4548	Direct
2010-08-03	Common Stock	S	100	$113.71	Disposed	4448	Direct
2010-08-03	Common Stock	S	108	$113.76	Disposed	4340	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-03	Stock Option	$37.50	M	2400	Disposed	2011-04-24	Common Stock (2400)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Units	$		Common Stock (10242)	10242	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: 1-for-1

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