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 *
GRESH PHILIP M JR
   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)
Executive Vice President
(Last)
(First)
(Middle)
ILLINOIS TOOL WORKS INC., 3600 WEST LAKE AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
02/11/2011
(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               8,362 (1) D  

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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 $ 47.13             12/10/2005 12/10/2014 Common Stock 80,000   80,000 D  
Employee Stock Option $ 42.08             12/07/2006 02/01/2016 Common Stock 80,000   80,000 D  
Employee Stock Option $ 51.6             02/09/2008 02/09/2017 Common Stock 80,000   80,000 D  
Employee Stock Option $ 48.51             02/08/2009(2) 02/08/2018 Common Stock 80,000   80,000 D  
Employee Stock Option $ 35.12             02/13/2010(2) 02/13/2019 Common Stock 69,375   69,375 D  
Qualifying Restricted Stock Unit (3) $ 0               (4)   (4) Common Stock 17,375   17,375 D  
Employee Stock Option $ 43.64             02/12/2011(2) 02/12/2020 Common Stock 74,077   74,077 D  
Performance Restricted Stock Unit (3) $ 0               (4)   (4) Common Stock 8,139   8,139 D  
Employee Stock Option $ 55.81 02/11/2011   A   54,700   02/11/2012(2) 02/11/2021 Common Stock 54,700 $ 0 54,700 D  
Performance Restricted Stock Unit (3) $ 0 02/11/2011   A   7,257     (4)   (4) Common Stock 7,257 $ 0 7,257 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GRESH PHILIP M JR
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE
GLENVIEW, IL 60026		       Executive Vice President  

Signatures

 Philip M. Gresh, Jr. by James H. Wooten, Jr., Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File   02/14/2011
**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) Since the date of the reporting person's last report, 7,762 shares previously owned through the ITW Savings & Investment Plan were rolled over into a self-directed IRA and, therefore, are now owned directly.
(2) Options vest in four (4) equal annual installments beginning one year from date of grant.
(3) Each qualifying restricted stock unit (QRSU) and performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.
(4) Each QRSU and PRSU vests 100% three years from the date of grant if performance goals are met.

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