SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

FARRELL W JAMES

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2003

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2003		G		59	D	$83.705	24,051	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock⁽⁴⁾⁽⁵⁾⁽⁶⁾	08/08/1998		A		0	A	$0	221,277	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option⁽⁷⁾	$34.59	11/23/1999		A		606		11/23/1999	05/04/2009	Common Stock	606	$34.59	606	D
Employee Stock Option⁽⁸⁾	$54.62	12/12/1997		A		100,000		12/12/1998	12/12/2007	Common Stock	100,000	$54.62	100,000	D
Employee Stock Option⁽⁹⁾	$33.375	05/03/1996		A		38,504		05/03/1997	05/03/2006	Common Stock	38,504	$33.375	38,504	D
Employee Stock Option⁽⁹⁾	$33.375	05/03/1996		A		311,496		05/03/1997	05/03/2006	Common Stock	311,496	$33.375	311,496	I	J.M. Investment Partners L.P.
Employee Stock Option⁽⁸⁾	$58.25	12/11/1998		A		100,000		12/11/1999	12/11/2008	Common Stock	100,000	$58.25	100,000	D
Employee Stock Option⁽⁸⁾	$65.5	12/17/1999		A		200,000		12/17/2000	12/17/2009	Common Stock	200,000	$65.5	200,000	D
Employee Stock Option⁽⁸⁾	$55.875	12/15/2000		A		450,000		12/15/2001	12/15/2010	Common Stock	450,000	$55.875	450,000	D
Employee Stock Option⁽⁸⁾	$62.25	12/14/2001		A		400,000		12/14/2002	12/14/2011	Common Stock	400,000	$62.25	400,000	D

Explanation of Responses:

1. 7,573 shares held in revocable trust.

2. 16,462 shares held in JM investment partners L.P.

3. 16 shares held by my son as to which I disclaim beneficial ownership.

4. 6,962 shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan -- Information reported as of 12/12/2003.

5. Includes Grant of Restricted Stock vesting over 3 year period: 12/16/03, 12/16/04, 12/16/05.

6. Grant of 93,333 shares of Restricted Stock vesting over 3 year period: 12/16/04, 12/16/05, 12/18/06.

7. Options received for 75 shares of Premark International pursuant to merger with ITW.

8. Options vest in four equal annual installments beginning one year from date of grant.

9. Options vest in five equal annual installments beginning one year from date of grant.

	W. James Farrell by S. S. Hudnut, Sr. V.P., Gen. Counsel & Secretary Attorney-In-Fact POA on File	01/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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