Sec Form 4 Filing - ZENTMYER HUGH J @ ILLINOIS TOOL WORKS INC - 2008-02-08

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 ZENTMYER HUGH J 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 (MM/DD/YY) 02/08/2008 (Street) GLENVIEW, IL60026 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 6,700 D Common Stock 22,028 I Trust ( 1 ) Common Stock 16,368 I See Footnote ( 2 ) Common Stock 650 I Trust ( 3 ) Common Stock 9,199 I Trust ( 4 )

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 (Instr. 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 $ 27.9375 12/15/2001 12/15/2010 Common Stock 120,000 120,000 D Employee Stock Option $ 31.125 12/14/2002 12/14/2011 Common Stock 100,000 100,000 D Employee Stock Option $ 47.13 12/10/2005( 5 ) 12/10/2014 Common Stock 80,000 80,000 D Employee Stock Option $ 42.08 12/07/2006( 6 ) 02/01/2016 Common Stock 80,000 80,000 D Employee Stock Option $ 51.6 02/09/2008( 5 ) 02/09/2017 Common Stock 80,000 80,000 D Employee Stock Option $ 48.51 02/08/2008 A 80,000 02/08/2009( 5 ) 02/08/2018 Common Stock 80,000 $ 0 80,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZENTMYER HUGH J ILLINOIS TOOL WORKS INC 3600 WEST LAKE AVENUE GLENVIEW, IL60026 Executive Vice President Signatures Hugh J. Zentmyer by James H. Wooten, Jr., Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File 02/11/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held by my spouse in the Diane J. Zentmyer Trust. ( 2 )Includes 16,368 shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of January 31, 2008. ( 3 )Shares held in a trust of which I am the Trustee and in which a member of my immediate family has a pecuniary interest. ( 4 )Shares held in the Hugh J. Zentmyer Revocable Trust--Hugh J. Zentmyer, Trustee. The 5,199 shares transferred were previously reported as directly owned. ( 5 )Options vest in four (4) equal annual installments beginning one year from date of grant. ( 6 )Options vest in four (4) equal annual installments beginning in each December following the grant date.

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).

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