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

Feb 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2010-02-23

Reporting Person: SMITH HAROLD B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-23	Common Stock	M	2070	$43.50	Acquired	23912	Direct
2010-02-23	Common Stock	F	869	$103.64	Disposed	23043	Direct
2010-02-23	Common Stock	M	2400	$37.50	Acquired	25443	Direct
2010-02-23	Common Stock	F	869	$103.64	Disposed	24574	Direct
2010-02-23	Common Stock	M	1650	$54.61	Acquired	26224	Direct
2010-02-23	Common Stock	F	870	$103.64	Disposed	25354	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-23	Stock Option	$43.5	M	2070	Disposed	2010-04-25	Common Stock (2070)	Direct
2010-02-23	Stock Option	$37.5	M	2400	Disposed	2011-04-24	Common Stock (2400)	Direct
2010-02-23	Stock Option	$54.61	M	1650	Disposed	2012-04-23	Common Stock (1650)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Units	$		Common Stock (55)	11896	Direct
Stock Option	$45.5	2013-04-29	Common Stock (1980)	1980	Direct
Stock Option	$54.14	2014-04-27	Common Stock (1670)	1670	Direct

Footnotes

F1: Shares held by a trust of which I am a co-trustee and in which I have a beneficial interest.

F2: 1-for-1

F3: The stock units are expected to settle in cash following termination of service as a director.