Sec Form 4 Filing - KINNEY JON C @ ILLINOIS TOOL WORKS INC - 2005-08-05

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 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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1. Name and Address of Reporting Person KINNEY JON C 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) Sr. V.P. and CFO (Last) (First) (Middle) 3600 W. LAKE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2005 (Street) GLENVIEW, IL60026-1215 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 08/05/2005 F 4,535 D $ 85.985 24,098 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option ( 3 ) $ 72.3 08/21/2003 A 8,911 08/21/2004 12/12/2007 Common Stock 8,911 $ 72.3 8,911 D Employee Stock Option ( 3 ) $ 92.71 06/22/2004 A 4,798 06/22/2005 12/12/2007 Common Stock 4,798 $ 92.71 4,798 D Employee Stock Option ( 3 ) $ 65.5 12/17/1999 A 30,000 12/17/2000 12/17/2009 Common Stock 30,000 $ 65.5 30,000 D Employee Stock Option ( 3 ) $ 55.875 12/15/2000 A 72,500 12/15/2001 12/15/2010 Common Stock 72,500 $ 55.875 72,500 D Employee Stock Option ( 3 ) $ 62.25 12/14/2001 A 60,000 12/14/2002 12/14/2011 Common Stock 60,000 $ 62.25 60,000 D Employee Stock Option ( 3 ) $ 94.26 12/10/2004 A 75,000 12/10/2005 12/10/2014 Common Stock 75,000 $ 94.26 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KINNEY JON C 3600 W. LAKE AVENUE GLENVIEW, IL60026-1215 Sr. V.P. and CFO Signatures Jon C. Kinney by W. James Farrell, Chairman Attorney-In-Fact POA on File 09/08/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes grant of restricted stock vesting over 3 year period: 12/16/2003, 12/16/2004, 12/16/2005. The remaining grant originally due to vest on 12/16/2005 vested on August 5, 2005, Mr. Kinney's retirement date. ( 2 )Includes grant of restricted stock vesting over 3 year period: 12/16/2004, 12/16/2005, 12/18/2006. The remaining grants originally due to vest on 12/16/2005 and 12/18/2006 vested on August 5, 2005, Mr. Kinney's retirement date. ( 3 )Options vest in four (4) equal annual installments beginning one year from date of grant.

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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