-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 BhpTyuXHuptzlpIOdvVRH4TLR+bgEUYaCfzCoxn5XW+nJbykZNYodkPrPRMc5oub
 MWv59gun8dtl8I8AIh5/Ug==

<SEC-DOCUMENT>0000895813-03-000190.txt : 20030819
<SEC-HEADER>0000895813-03-000190.hdr.sgml : 20030819
<ACCEPTANCE-DATETIME>20030819172314
ACCESSION NUMBER:		0000895813-03-000190
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20030819
EFFECTIVENESS DATE:		20030819

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ILLINOIS TOOL WORKS INC
		CENTRAL INDEX KEY:			0000049826
		STANDARD INDUSTRIAL CLASSIFICATION:	GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560]
		IRS NUMBER:				361258310
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-108088
		FILM NUMBER:		03856507

	BUSINESS ADDRESS:	
		STREET 1:		3600 W LAKE AVE
		CITY:			GLENVIEW
		STATE:			IL
		ZIP:			60025-5811
		BUSINESS PHONE:		8476574106

	MAIL ADDRESS:	
		STREET 1:		3600 WEST LAKE AVENUE
		CITY:			GLENVIEW
		STATE:			IL
		ZIP:			60025-5811
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>x819s-8.txt
<TEXT>








   As filed with the Securities and Exchange Commission on August 19,
   2003

                                               Registration No. 333-_____
   ======================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                            ---------------------

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                            ---------------------
                          ILLINOIS TOOL WORKS INC.
           (Exact name of registrant as specified in its charter)


                DELAWARE                            36-1258310
        (State of incorporation)                 (I.R.S. Employer
                                                Identification No.)

                            3600 WEST LAKE AVENUE
                        GLENVIEW, ILLINOIS 60025-5811
                  (Address of principal executive offices)

             ILLINOIS TOOL WORKS INC. 1996 STOCK INCENTIVE PLAN
                          (Full title of the Plan)

                           STEWART S. HUDNUT, ESQ.
             SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
                          ILLINOIS TOOL WORKS INC.
                            3600 WEST LAKE AVENUE
                        GLENVIEW, ILLINOIS 60025-5811
                                (847) 724-7500
                     (Name, address and telephone number
                            of agent for service)

                               WITH A COPY TO:

                         EDWARD SPACAPAN, JR., ESQ.
                            SCHIFF HARDIN & WAITE
                              6600 SEARS TOWER
                        CHICAGO, ILLINOIS 60606-6473
                               (312) 258-5500
                        ----------------------------






<TABLE>
<CAPTION>


                                                 CALCULATION OF REGISTRATION FEE
     <s>                                     <c>              <c>                   <c>                <c>

                                                                  PROPOSED             PROPOSED
     TITLE OF SECURITIES TO BE REGISTERED        AMOUNT           MAXIMUM              MAXIMUM          AMOUNT OF
                                                 TO BE            OFFERING             AGGREGATE       REGISTRATION
                                               REGISTERED     PRICE PER SHARE       OFFERING PRICE         FEE

     Common Stock, par value $.01 per share  5,499,279 (1)       $69.035 (2)        $207,105,000(3)    $16,754.80(3)

</TABLE>


   (1)  Together with additional shares of Common Stock which became
        issuable under the Illinois Tool Works Inc. 1996 Stock Incentive
        Plan as the result of a stock split, stock dividend or similar
        transaction affecting the Common Stock, pursuant to Rule 416(a)
        and (b) under the Securities Act of 1933.

   (2)  Based upon the average of the high and low sales prices of the
        Common Stock reported on the New York Stock Exchange on August
        12, 2003 pursuant to Rule 457(c) and (h) of the Securities Act of
        1933.

   (3)  Of the 5,499,279 shares being registered under the Illinois Tool
        Works Inc. 1996 Stock Incentive Plan, 2,499,279 shares were
        previously registered on Post-Effective Amendment No. 1 on Form
        S-8 to Registration Statement on Form S-4 (File No. 333-88801)
        and remain available for issuance under the Premark
        International, Inc. 1994 Incentive Plan.  The Registrant has
        filed a post-effective amendment to that Form S-8 to deregister
        the 2,499,279 shares, and the associated registration fee of
        $38,382.94 previously paid on these shares is hereby carried
        forward to cover the registration fee for the 2,499,279 shares
        concurrently being registered under this Registration Statement.
        Accordingly, the registration fee under this Registration
        Statement is calculated with respect to 3,000,000 shares.

















                                      2







                              EXPLANATORY NOTE


        Following stockholder approval, the Premark International, Inc.
   1994 Incentive Plan was merged with and into the Illinois Tool Works
   Inc. 1996 Stock Incentive Plan effective May 9, 2003.


                            GENERAL INSTRUCTIONS

   E. REGISTRATION OF ADDITIONAL SECURITIES.

        The contents of the Registration Statement on Form S-8 (File No.
   333-22035) filed by the Registrant with the Securities and Exchange
   Commission on February 19, 1997 registering its Common Stock, par
   value $.01 per share, issuable pursuant to the Illinois Tool Works
   Inc. 1996 Stock Incentive Plan are hereby incorporated by reference.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        All information required in this Registration Statement not
   included in the exhibits attached hereto or set forth on the signature
   page is set forth in the Registration Statement (File No. 333-22035),
   all of which is incorporated herein by reference.  See footnote (3)
   above with respect to 2,499,279 shares carried forward to this
   Registration Statement.



   ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Stewart S. Hudnut, Senior Vice President, General Counsel &
   Secretary of the Registrant, who is delivering the opinion attached
   hereto as Exhibit 5, owns 27,081 shares of the Registrant's Common
   Stock and holds options to acquire an additional 205,000 shares of
   Common Stock.


   ITEM 8.  EXHIBITS.

   See Index to Exhibits.








                                      3







                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly
   caused this Registration Statement to be signed on its behalf by the
   undersigned, thereunto duly authorized, in the City of Glenview, State
   of Illinois, on August 8, 2003.

                                 ILLINOIS TOOL WORKS INC.




                                 By:  /s/ Stewart S. Hudnut
                                      ---------------------------------
                                      Stewart S. Hudnut,
                                      Senior Vice President,
                                      General Counsel & Secretary




                              POWER OF ATTORNEY

        Each of the undersigned officers and directors of the Registrant
   hereby constitutes and appoints W. James Farrell, Jon C. Kinney,
   Robert T. Callahan and Stewart S. Hudnut and each of them, his true
   and lawful attorneys with full power to them and to each of them
   singly, to sign, in any and all capacities, any and all amendments to
   this Registration Statement, including post-effective amendments, to
   file the same with all exhibits thereto, and other documents in
   connection therewith, with the Commission under the Securities Act of
   1933.  Pursuant to the requirements of the Securities Act of 1933,
   this Registration Statement has been signed by the following persons
   in the capacities indicated on August 8, 2003.

   SIGNATURE                                    TITLE
   ---------                                    -----

    /s/ W. James Farrell              Chairman & Chief Executive Officer
   ----------------------------       & Director
   W. James Farrell                   (Principal Executive Officer)


    /s/ Jon C. Kinney                 Senior Vice President & Chief
   ----------------------------       Financial Officer
   Jon C. Kinney                      (Principal Financial & Accounting
                                      Officer)


                                      4







    /s/ William F. Aldinger           Director
   ----------------------------
   William F. Aldinger

    /s/ Michael J. Birck              Director
   ----------------------------
   Michael J. Birck

    /s/ Marvin D. Brailsford          Director
   ----------------------------
   Marvin D. Brailsford

    /s/ James R. Cantalupo            Director
   ----------------------------
   James R. Cantalupo

    /s/ Susan Crown                   Director
   ----------------------------
   Susan Crown

    /s/ Don H. Davis, Jr.             Director
   ----------------------------
   Don H. Davis, Jr.

    /s/ Robert C. McCormack           Director
   ----------------------------
   Robert C. McCormack

    /s/ Robert S. Morrison            Director
   ----------------------------
   Robert S. Morrison

    /s/ Harold B. Smith               Director
   ----------------------------
   Harold B. Smith
















                                      5







                                 EXHIBIT INDEX

   EXHIBIT NUMBER                DESCRIPTION
   --------------                -----------

        5                        Opinion of Stewart S. Hudnut, Senior
                                 Vice President, General Counsel &
                                 Secretary regarding the validity of the
                                 shares of Common Stock being registered.

        23.1                     Consent of Deloitte & Touche LLP.

        23.2                     Notice Regarding Consent of Arthur
                                 Andersen LLP.

        23.3                     Consent of Stewart S. Hudnut (included
                                 in Exhibit 5).

        24                       Powers of Attorney of directors and
                                 certain officers of the Registrant are
                                 included on the signature page.






























                                      6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>x819ex5.txt
<TEXT>







                                                                EXHIBIT 5
                                                                ---------

                        OPINION OF STEWART S. HUDNUT

                    [ILLINOIS TOOL WORKS INC. LETTERHEAD]


   August 8, 2003

   Illinois Tool Works Inc.
   3600 West Lake Avenue
   Glenview, IL  60025

   Ladies and Gentlemen:

   I have acted as counsel for Illinois Tool Works Inc. (the
   "Registrant") in connection with the registration under the Securities
   Act of 1933, as amended, of 5,499,279 shares (the "Shares") of the
   Registrant's Common Stock, on a Registration Statement on Form S-8
   (the "Registration Statement") filed with the Securities and Exchange
   Commission.  The Shares are issuable in connection with the Illinois
   Tool Works Inc. 1996 Stock Incentive Plan (the "Plan").

   As General Counsel of the Registrant, I am familiar with the actions
   taken by the Registrant to authorize the registration of the Shares,
   including board approval on March 18, 2003 of the increase in the
   number of shares authorized for issuance under the Plan, stockholder
   approval on May 9, 2003 of such increase and the merger of the Premark
   International, Inc. 1994 Incentive Plan into the Plan, and board
   approval on August 8, 2003 of the filing of this Registration
   Statement with respect to the Shares.  I also participated in the
   preparation of the Registration Statement and have examined such other
   documents and legal authorities as I have deemed relevant for purposes
   of this opinion.

   Based upon the foregoing, I am of the opinion that the Shares, when
   issued in accordance with the terms of the Plan, will be duly
   authorized, validly issued and fully paid and nonassessable.

   I consent to the reference to me under item 5 in the Registration
   Statement and to the filing of this opinion as an exhibit to the
   Registration Statement.

   Very truly yours,

   /s/ Stewart S. Hudnut

   Stewart S. Hudnut




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>x819ex23.txt
<TEXT>







                                                             EXHIBIT 23.1
                                                             ------------

                        INDEPENDENT AUDITORS' CONSENT


   We consent to the incorporation by reference in this Registration Statement
   of Illinois Tool Works Inc. on Form S-8 of our report dated January 27,
   2003 (which report expresses an unqualified opinion and includes an
   explanatory paragraph as to Illinois Tool Works Inc.'s change in its
   method of accounting for goodwill and intangible assets, and our audit
   procedures on the 2001 and 2000 transitional disclosures in the Goodwill
   and Intangible Assets Note required by the change) appearing in the
   Annual Report on Form 10-K of Illinois Took Works Inc. for the year
   ended December 31, 2002.


   /s/ Deloitte & Touche LLP

   August 19, 2003















































</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>x819x232.txt
<TEXT>







                                                             EXHIBIT 23.2
                                                             ------------

               NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

   Arthur Andersen LLP audited the financial statements for and as of the
   years ended December 31, 2001 and 2000 included in the annual report
   on Form 10-K for the year ended December 31, 2002 of Illinois Tool
   Works Inc.  After reasonable efforts, Illinois Tool Works Inc. has not
   been able to obtain the consent of Arthur Andersen LLP to the
   incorporation by reference of its audit reports into our registration
   statement.  Accordingly, Illinois Tool Works Inc. has omitted such
   consent in reliance upon Rule 437a under the Securities Act of 1933
   (the "Securities Act").  Because it has not consented to the
   incorporation by reference of its audit reports into this registration
   statement, Arthur Andersen LLP may not have any liability under
   Section 11(a) of the Securities Act for any untrue statement of a
   material fact contained in such financial statements or any omission
   to state a material fact required to be stated therein.  Accordingly,
   investors may be unable to recover against Arthur Andersen LLP under
   Section 11(a) of the Securities Act.




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
