Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SPEER DAVID B
   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
(Last)
(First)
(Middle)
ILLINOIS TOOL WORKS INC., 3600 WEST LAKE AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
12/17/2008
(Street)

GLENVIEW, IL 60026		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 12/17/2008   G V 30,000 (1) D $ 0 9,342 D  
Common Stock 12/17/2008   G V 30,000 D $ 0 0 I By spouse
Common Stock 12/17/2008   G V 60,000 A $ 0 60,000 I By partnership (2)
Common Stock 12/18/2008   G V 60,000 (3) D $ 0 60,000 (3) I By partnership
Common Stock               1,848 I See footnote (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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 $ 32.75 12/17/2008   G V   30,000 12/17/2000 12/17/2009 Common Stock 30,000 $ 0 0 D  
Employee Stock Option $ 32.75 12/17/2008   G V   30,000 12/17/2000 12/17/2009 Common Stock 30,000 $ 0 0 I By spouse
Employee Stock Option $ 32.75 12/17/2008   G V 60,000   12/17/2000 12/17/2009 Common Stock 60,000 $ 0 60,000 (3) I By partnership (5)
Employee Stock Option $ 32.75 12/18/2008   G V   60,000 (3) 12/17/2000 12/17/2009 Common Stock 60,000 $ 0 60,000 (3) I By partnership
Employee Stock Option $ 27.9375 12/17/2008   G V   75,000 12/15/2001 12/15/2010 Common Stock 75,000 $ 0 0 D  
Employee Stock Option $ 27.9375 12/17/2008   G V   75,000 12/15/2001 12/15/2010 Common Stock 75,000 $ 0 0 I By spouse
Employee Stock Option $ 27.9375 12/17/2008   G V 150,000   12/15/2001 12/15/2010 Common Stock 150,000 $ 0 150,000 (3) I By partnership (5)
Employee Stock Option $ 27.9375 12/18/2008   G V   150,000 (3) 12/15/2001 12/15/2010 Common Stock 150,000 $ 0 150,000 (3) I By partnership
Employee Stock Option $ 31.125 12/17/2008   G V   60,000 12/14/2002 12/14/2011 Common Stock 60,000 $ 0 0 D  
Employee Stock Option $ 31.125 12/17/2008   G V   60,000 12/14/2002 12/14/2011 Common Stock 60,000 $ 0 0 I By spouse
Employee Stock Option $ 31.125 12/17/2008   G V 120,000   12/14/2002 12/14/2011 Common Stock 120,000 $ 0 120,000 (3) I By partnership (5)
Employee Stock Option $ 31.125 12/18/2008   G V   120,000 (3) 12/14/2002 12/14/2011 Common Stock 120,000 $ 0 120,000 (3) I By partnership
Employee Stock Option $ 47.13 12/17/2008   G V   112,500 12/10/2005(6) 12/10/2014 Common Stock 187,500 $ 0 75,000 D  
Employee Stock Option $ 47.13 12/17/2008   G V   112,500 12/10/2005 12/10/2014 Common Stock 112,500 $ 0 0 I By spouse
Employee Stock Option $ 47.13 12/17/2008   G V 225,000   12/10/2005 12/10/2014 Common Stock 225,000 $ 0 225,000 (3) I By partnership (5)
Employee Stock Option $ 47.13 12/18/2008   G V   225,000 (3) 12/10/2005 12/10/2014 Common Stock 225,000 $ 0 225,000 (3) I By partnership
Employee Stock Option $ 42.08 12/17/2008   G V   100,000 12/07/2006(7) 02/01/2016 Common Stock 300,000 $ 0 200,000 D  
Employee Stock Option $ 42.08 12/17/2008   G V   100,000 12/07/2006 02/01/2016 Common Stock 100,000 $ 0 0 I By spouse
Employee Stock Option $ 42.08 12/17/2008   G V 200,000   12/07/2006 02/01/2016 Common Stock 200,000 $ 0 200,000 (3) I By partnership (5)
Employee Stock Option $ 42.08 12/18/2008   G V   200,000 (3) 12/07/2006 02/01/2016 Common Stock 200,000 $ 0 200,000 (3) I By partnership
Employee Stock Option $ 51.6 12/17/2008   G V   50,000 02/09/2008(6) 02/09/2017 Common Stock 350,000 $ 0 300,000 D  
Employee Stock Option $ 51.6 12/17/2008   G V   50,000 02/09/2008 02/09/2017 Common Stock 50,000 $ 0 0 I By spouse
Employee Stock Option $ 51.6 12/17/2008   G V 100,000   02/09/2008 02/09/2017 Common Stock 100,000 $ 0 100,000 (3) I By partnership (5)
Employee Stock Option $ 51.6 12/18/2008   G V   100,000 (3) 02/09/2008 02/09/2017 Common Stock 100,000 $ 0 100,000 (3) I By partnership
Employee Stock Option $ 48.51             02/08/2009(6) 02/08/2018 Common Stock 500,000   500,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SPEER DAVID B
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE
GLENVIEW, IL 60026		   X     Chairman & CEO  

Signatures

 David B. Speer by James H. Wooten, Jr., Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File   12/24/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These shares were previously reported as directly owned by the reporting person and have been transferred to Speer Investment Partners, LP, a partnership established by the reporting person, who is the sole general partner.
(2) Shares held in Speer Investment Partners, LP. The 60,000 shares transferred were previously reported as 30,000 directly owned and 30,000 indirectly owned by my spouse.
(3) Represents separate gifts of limited partnership interests by reporting person and his spouse to trusts for the benefit of their adult children. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
(4) Includes 1,848 shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of September 30, 2008.
(5) Securities held in Speer Investment Partners, LP.
(6) Options vest in four (4) equal annual installments beginning one year from date of grant.
(7) Options vest in four (4) equal annual installments beginning in each December following the grant date.

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