8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported)  
  August 13, 2002

W.W. Grainger, Inc.
(Exact Name of Registrant as Specified in its Charter)

Illinois
(State or Other Jurisdiction of Incorporation)

1-5684(Commission File Number) 36-1150280(I.R.S. Employer Identification No.)

100 Grainger Parkway, Lake Forest, Illinois(Address of Principal Executive Offices) 60045-5201(Zip Code)

(847) 535-1000
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Item 7. Financial Statements and Exhibits

(c) Exhibits (numbered in accordance with Item 601 of regulation S-K).

Exhibit No.	Document Description
99.1	Chief Executive Officer statement pursuant to SEC Order 4-460
99.2	Chief Financial Officer statement pursuant to SEC Order 4-460
99.3	Chief Executive Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.4	Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Item 9. Regulation FD Disclosure

The registrant reports the following:

(i) the information included as Exhibits 99.1 and 99.2 to this report, consisting of copies of statements pursuant to Securities and Exchange Commission Order 4-460, which statements were submitted to the Securities and Exchange Commission on August 13, 2002.

(ii) the information included as Exhibits 99.3 and 99.4 to this report, consisting of copies of certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which certifications accompanied the Quarterly Report on Form 10-Q filed by the registrant with the Securities and Exchange Commission on August 13, 2002.

The information in this report, including the exhibits thereto, is furnished pursuant to Item 9 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 13, 2002

W.W. GRAINGER, INC.

By: /s/ John L. Howard

     John L. Howard
     Senior Vice President and General Counsel

2

EX-99

Exhibit 99.1
Form 8-K of W.W. Grainger, Inc.
August 13, 2002

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO
EXCHANGE ACT FILINGS

I, R.L. Keyser, Chairman and Chief Executive Officer, state and attest that:

(1)  To the best of my knowledge, based upon a review of the covered reports of W.W. Grainger, Inc., and, except as corrected or supplemented in a subsequent covered report:

•  no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

•  no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this statement with W.W. Grainger, Inc.'s audit committee.

(3)  In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

•  Annual Report on Form 10-K for the year ended December 31, 2001 filed with the Commission of W.W. Grainger, Inc.;

•  all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of W.W. Grainger, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

•  any amendments to any of the foregoing.

/s/ R.L. Keyser
R.L. Keyser
Chairman and
Chief Executive Officer
August 13, 2002

Subscribed and sworn to before me this 13th day of August, 2002.

/s/ Janet L. Scholz
Notary Public
My Commission Expires: November 2, 2005

OFFICIAL SEAL
JANET L. SCHOLZ
NOTARY PUBLIC STATE OF ILLINOIS
MY COMMISSION EXP. NOV. 2, 2005

EX-99

Exhibit 99.2
Form 8-K of W.W. Grainger, Inc.
August 13, 2002

STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO
EXCHANGE ACT FILINGS

I, P.O. Loux, Senior Vice President, Finance and Chief Financial Officer, state and attest that:

(1)  To the best of my knowledge, based upon a review of the covered reports of W.W. Grainger, Inc., and, except as corrected or supplemented in a subsequent covered report:

•  no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

•  no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this statement with W.W. Grainger, Inc.'s audit committee.

(3)  In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

•  Annual Report on Form 10-K for the year ended December 31, 2001 filed with the Commission of W.W. Grainger, Inc.;

•  all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of W.W. Grainger, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

•  any amendments to any of the foregoing.

/s/ P.O. Loux
P.O. Loux
Senior Vice President, Finance and
Chief Financial Officer
August 13, 2002

Subscribed and sworn to before me this 13th day of August, 2002.

/s/ Janet L. Scholz
Notary Public
My Commission Expires: November 2, 2005

OFFICIAL SEAL
JANET L. SCHOLZ
NOTARY PUBLIC STATE OF ILLINOIS
MY COMMISSION EXP. NOV. 2, 2005

EX-99

Exhibit 99.3
Form 8-K of W.W. Grainger, Inc.
August 13, 2002

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, R.L. Keyser, Chairman and Chief Executive Officer of W.W. Grainger, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2002 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ R.L. Keyser
R.L. Keyser
Chairman and
Chief Executive Officer

August 13, 2002

EX-99

Exhibit 99.4
Form 8-K of W.W. Grainger, Inc.
August 13, 2002

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, P.O. Loux, Senior Vice President, Finance and Chief Financial Officer of W.W. Grainger, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2002 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ P.O. Loux
P.O. Loux
Senior Vice President, Finance and
Chief Financial Officer

August 13, 2002