SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Parry David C

(Last)

(First)

(Middle)

3600 WEST LAKE AVENUE

(Street)

GLENVIEW

60026

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2006

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾⁽²⁾	2,915	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option⁽³⁾	12/17/2000	12/17/2009	Common Stock	14,000	$32.75	D
Employee Stock Option⁽³⁾	12/15/2001	12/15/2010	Common Stock	14,000	$27.9375	D
Employee Stock Option⁽³⁾	12/14/2002	12/14/2011	Common Stock	28,000	$31.125	D
Employee Stock Option⁽³⁾	12/10/2005	12/10/2014	Common Stock	20,000	$47.13	D
Employee Stock Option⁽⁴⁾	12/07/2006	02/01/2016	Common Stock	20,000	$42.08	D

Explanation of Responses:

1. Includes grant of Restricted Stock vesting 12/18/2006.

2. Includes 823 shares of Common Stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan---Information reported as of November 7, 2006.

3. Options vest in four (4) equal annual installments beginning one year from date of grant.

4. Options vest in four (4) equal annual installments beginning in each December following the grant date.

Remarks:

	David C. Parry by James H. Wooten, Jr., Sr. VP, General Counsel & Secretary, Attorney-in-Fact POA on File	11/09/2006
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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