W.W. GRAINGER, INC. — Director's Dealing 2011

Feb 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRAINGER W W INC (GWW)
CIK: 0000277135
Period of Report: 2011-02-02

Reporting Person: ANDERSON BRIAN P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-02	Common Stock	M	1980	$45.50	Acquired	6320	Direct
2011-02-02	Common Stock	S	802	$131.196	Disposed	5518	Direct
2011-02-02	Common Stock	S	457	$131.22	Disposed	5061	Direct
2011-02-02	Common Stock	S	200	$131.23	Disposed	4861	Direct
2011-02-02	Common Stock	S	200	$131.24	Disposed	4661	Direct
2011-02-02	Common Stock	S	121	$131.27	Disposed	4540	Direct
2011-02-02	Common Stock	S	100	$131.2763	Disposed	4440	Direct
2011-02-02	Common Stock	S	100	$131.29	Disposed	4340	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-02	Stock Option	$45.50	M	1980	Disposed	2013-04-29	Common Stock (1980)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Units	$		Common Stock (10339)	10339	Direct
Stock Option	$54.61	2012-04-23	Common Stock (1650)	1650	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.