Sec Form 4 Filing - FARRELL W JAMES @ ILLINOIS TOOL WORKS INC - 2006-05-05

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 FARRELL W JAMES 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 _____ Officer (give title below) X __ Other (specify below) Retired Chairman (Last) (First) (Middle) 3. Date of Earliest Transaction (MM/DD/YY) 05/05/2006 (Street) 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 ( 4 ) ( 5 ) 05/05/2006 F 12,150 D $ 105.25 56,574 D Common Stock ( 4 ) ( 5 ) 05/05/2006 G 18,650 D $ 105.25 37,924 D Common Stock ( 1 ) ( 4 ) ( 5 ) 05/05/2006 G 18,650 A $ 105.25 128,399 I See Footnote ( 1 ) ( 4 ) ( 5 ) Common Stock ( 2 ) 08/08/1998 A 0 A $ 0 126,363 I See Footnote ( 2 ) Common Stock ( 3 ) 08/08/1998 A 0 A $ 0 7,157 I See Footnote ( 3 )

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 (Ins tr. 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 ( 6 ) $ 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 ( 6 ) $ 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 ( 6 ) $ 55.875 12/15/2000 A 412,000 12/15/2001 12/15/2010 Common Stock 412,000 $ 55.875 412,000 D Employee Stock Option ( 6 ) $ 62.25 12/14/2001 A 400,000 12/14/2002 12/14/2011 Common Stock 400,000 $ 62.25 400,000 D Employee Stock Option ( 6 ) $ 92.04 09/17/2004 A 23,069 09/17/2005 12/15/2010 Common Stock 23,069 $ 92.04 23,069 D Employee Stock Option ( 6 ) $ 94.26 12/10/2004 A 400,000 12/10/2005 12/10/2014 Common Stock 400,000 $ 94.26 400,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FARRELL W JAMES Retired Chairman Signatures W. James Farrell by James H. Wooten, Jr., V.P., General Counsel & Secretary Attorney-In-Fact POA on File 05/10/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held in revocable trust. ( 2 )Shares held in JM investment Partners L.P. ( 3 )Shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan. Information reported as of 3/31/2006. ( 4 )Includes grant of restricted stock that vested over a 3 year period: 12/16/03, 12/16/04, 12/16/05. ( 5 )Includes grant of restricted stock vesting over 3 year period: 12/16/04, 12/16/05, 12/18/06. The remaining grant due to vest on 12/18/06 vested on 5/5/06, Mr. Farrell's retirement date. ( 6 )Options vest in four 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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