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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
SMITH HAROLD B
  2. Issuer Name and Ticker or Trading Symbol
ILLINOIS TOOL WORKS INC [ITW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3600 W. LAKE AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2007
(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 07/23/2007   J   337,713 D $ 0 14,775,013 I Trusts (1) (2) (3)
Common Stock               14,775,013 (4) I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   1,300 D $ 57.5 14,773,713 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   3,000 D $ 57.44 14,770,713 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   2,200 D $ 57.43 14,768,513 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   2,146 D $ 57.42 14,766,367 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   13,754 D $ 57.41 14,752,613 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   4,302 D $ 57.4 14,748,311 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   1,100 D $ 57.39 14,747,211 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   3,306 D $ 57.38 14,743,905 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   3,600 D $ 57.37 14,740,305 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   1,092 D $ 57.36 14,739,213 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   1,000 D $ 57.35 14,738,213 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   4,671 D $ 57.34 14,733,542 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   3,529 D $ 57.33 14,730,013 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   4,700 D $ 57.32 14,725,313 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   7,808 D $ 57.31 14,717,505 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   45,214 D $ 57.3 14,672,291 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   5,900 D $ 57.29 14,666,391 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   800 D $ 57.28 14,665,591 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   1,400 D $ 57.27 14,664,191 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   1,578 D $ 57.26 14,662,613 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   10,310 D $ 57.25 14,652,303 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   1,200 D $ 57.24 14,651,103 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   1,100 D $ 57.23 14,650,003 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   14,590 D $ 57.22 14,635,413 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   400 D $ 57.21 14,635,013 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   3,800 D $ 57.2 14,631,213 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   2,800 D $ 57.19 14,628,413 I Trusts (1)(2)(3)
Common Stock 07/23/2007   S   1,200 D $ 57.18 14,627,213 I Trusts (1)(2)(3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SMITH HAROLD B
3600 W. LAKE AVENUE
GLENVIEW, IL 60026
  X      

Signatures

 Harold B. Smith by James H. Wooten, Jr. Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File   07/25/2007
**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) 840,281 shares held in a revocable trust created by me. Includes 69,801 shares previously reported as held indirectly through a trust (footnote 2) under which I was both a co-trustee and a direct beneficiary. Includes 42,770 shares previously reported as held indirectly through a trust (footnote 3) under which I was both a co-trustee and a contingent beneficiary.
(2) 13,204,652 shares held in various trusts of which I am a co-trustee and have a direct beneficial interest. Represents the disposition of 279,202 shares upon the termination of a trust under which I was both a co-trustee and a direct beneficiary.
(3) 490,080 shares held in a trust of which I am a co-trustee and have a contingent beneficial interest. Represents the disposition of 171,080 shares upon the termination of a trust under which I was both a co-trustee and a contingent beneficiary.
(4) Includes 112,571 shares previously reported as held indirectly through trusts under which I was both a co-trustee and a direct beneficiary and contingent beneficiary.
 
Remarks:
The number of transactions requires the filing of two Form 4s.  This Form 4 is 1 of 2.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.