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 *
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)
3600 W. LAKE AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
02/01/2006
(Street)

GLENVIEW, IL 60026-1215		 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 (1) (2) 08/08/1998   A   0 A $ 0 7,035 D  
Common Stock (3) 08/08/1998   A   0 A $ 0 11,014 I See Footnote (3)
Common Stock (4) 12/31/2005   A   31 A $ 0 7,906 I See Footnote (4)
Common Stock (5) 08/08/1998   A   0 A $ 0 325 I See Footnote (5)
Common Stock (6) 08/08/1998   A   0 A $ 0 2,000 I See Footnote (6)

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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 (7) $ 55.875 12/15/2000   A   60,000   12/15/2001 12/15/2010 Common Stock 60,000 $ 55.875 60,000 D  
Employee Stock Option (7) $ 62.25 12/14/2001   A   50,000   12/14/2002 12/14/2011 Common Stock 50,000 $ 62.25 50,000 D  
Employee Stock Option (7) $ 94.26 12/10/2004   A   40,000   12/10/2005 12/10/2014 Common Stock 40,000 $ 94.26 40,000 D  
Employee Stock Option (8) $ 84.16 02/01/2006   A   40,000   12/07/2006 02/01/2016 Common Stock 40,000 $ 84.16 40,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ZENTMYER HUGH J
3600 W. LAKE AVENUE
GLENVIEW, IL 60026-1215		       Executive Vice President  

Signatures

 Hugh J. Zentmyer by James H. Wooten, Jr., V.P., Gen. Counsel & Secretary Attorney-In-Fact POA on File   02/02/2006
**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) Includes grant of restricted stock that vested over a 3 year period: 12/16/2003, 12/16/2004, and 12/16/2005.
(2) Includes grant of restricted stockvesting over a 3 year period: 12/16/2004, 12/16/2005, 12/18/2006.
(3) Shares held by my spouse in the Diane J. Zentmyer Trust.
(4) Includes shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan as of 12/31/2005.
(5) Shares held in a trust of which I am the Trustee and in which a member of my immediate family has a pecuniary interest.
(6) Shares held in the Hugh J. Zentmyer Revocable Trust -- Hugh J. Zentmyer, Trustee.
(7) Options vest in four equal annual installments beginning one year from date of grant.
(8) Options vest in four equal annual installments beginning in each December following the grant date.

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