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: MCCARTER JOHN W JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-23	Common Stock	M	2400	$37.50	Acquired	16579	Direct
2010-02-23	Common Stock	S	100	$103.05	Disposed	16479	Direct
2010-02-23	Common Stock	S	400	$103.07	Disposed	16079	Direct
2010-02-23	Common Stock	S	900	$103.08	Disposed	15179	Direct
2010-02-23	Common Stock	S	500	$103.14	Disposed	14679	Direct
2010-02-23	Common Stock	S	500	$103.15	Disposed	14179	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-23	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 (46)	9926	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.