Edgar Filing: ILLINOIS TOOL WORKS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CAMPBELL JOHN R

2. Issuer Name and Ticker or Trading Symbol
ILLINOIS TOOL WORKS INC [ITW]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive V.P.

(Last)

(First)

(Middle)

ILLINOIS TOOL WORKS INC., 3600 WEST LAKE AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2004

(Street)

GLENVIEW, IL 60026

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	12/20/2004		S		4,295	D	$ 92.7384	17,186	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option ⁽⁶⁾

$ 54.62

12/12/1997

10,000

12/12/1998

12/12/2007

Common Stock

10,000

$ 54.62

10,000

Employee Stock Option ⁽⁶⁾

$ 58.25

12/11/1998

10,000

12/11/1999

12/11/2008

Common Stock

10,000

$ 58.25

10,000

Employee Stock Option ⁽⁶⁾

$ 65.5

12/17/1999

10,000

12/17/2000

12/17/2009

Common Stock

10,000

$ 65.5

10,000

Employee Stock Option ⁽⁶⁾

$ 55.875

12/15/2000

25,000

12/15/2001

12/15/2010

Common Stock

25,000

$ 55.875

25,000

Employee Stock Option ⁽⁶⁾

$ 62.25

12/14/2001

20,000

12/14/2002

12/14/2011

Common Stock

20,000

$ 62.25

20,000

Employee Stock Option ⁽⁶⁾

$ 94.26

12/10/2004

30,000

12/10/2005

12/10/2014

Common Stock

30,000

$ 94.26

30,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CAMPBELL JOHN R ILLINOIS TOOL WORKS INC. 3600 WEST LAKE AVENUE GLENVIEW, IL 60026			Executive V.P.

Signatures

John R. Campbell by S. S. Hudnut, Sr. V.P., Gen. Counsel & Secretary Attorney-In-Fact POA on File		12/20/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes Grant of Restricted Stock vesting over 2 year period: 12/16/2004, 12/16/2005
(2)	Includes Grant of Restricted Stock vesting over 3 year period: 12/16/2004, 12/16/2005, 12/18/2006
(3)	6,424 shares held in John R. Campbell Living Trust dated 2/16/95
(4)	4,206 Shares - John R. Campbell & Donna C. Campbell, Joint Tenants
(5)	1,764 Shares - John R. Campbell
(6)	Options vest in four equal annual installments beginning one year from date of grant.

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