PRESS RELEASE

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)

     April 27, 2005


 

W.W. Grainger, Inc.


(Exact Name of Registrant as Specified in its Charter)

Illinois


(State or Other Jurisdiction of Incorporation)

1-5684

36-1150280



(Commission File Number)

 

(I.R.S. Employer Identification No.)

100 Grainger Parkway, Lake Forest, Illinois

60045-5201


(Address of Principal Executive Offices)

(Zip Code)

(847) 535-1000


(Registrant’s Telephone Number, Including Area Code)

Not Applicable


(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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Item 1.01.   Entry into a Material Definitive Agreement.

On April 27, 2005, the shareholders of W.W. Grainger, Inc. (the “Company”) approved the Company’s 2005 Incentive Plan. The description of the 2005 Incentive Plan is incorporated by reference to pages 27 through 34 of the Company’s Proxy Statement dated March 18, 2005.


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: April 27, 2005

    W.W. GRAINGER, INC.
 
    By: /s/ P. O. Loux
    P. O. Loux
    Senior Vice President, Finance
    and Chief Financial Officer
   

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