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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1. Name and Address of Reporting Person * GARDNER TIMOTHY 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 (Month/Day/Year) 02/12/2010 (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               2,962 D   Common Stock               2,231 I See Footnote (1)

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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

$ 47.13

12/10/2005

12/10/2014

Common Stock

4,000

4,000

D

Employee Stock Option

$ 42.08

12/07/2006

02/01/2016

Common Stock

4,500

4,500

D

Employee Stock Option

$ 51.6

02/09/2008(2)

02/09/2017

Common Stock

22,000

22,000

D

Employee Stock Option

$ 48.51

02/08/2009(2)

02/08/2018

Common Stock

25,000

25,000

D

Employee Stock Option

$ 35.12

02/13/2010(2)

02/13/2019

Common Stock

21,679

21,679

D

Restricted Stock Unit (3)

$ 0

(4)

(4)

Common Stock

3,160

3,160

D

Qualifying Restricted Stock Unit (3)

$ 0

(5)

(5)

Common Stock

2,679

2,679

D

Employee Stock Option

$ 43.64

02/12/2010

A

48,662

02/12/2011(2)

02/12/2020

Common Stock

48,662

$ 0

48,662

D

Performance Restricted Stock Unit (3)

$ 0

02/12/2010

A

5,347

(5)

(5)

Common Stock

5,347

$ 0

5,347

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GARDNER TIMOTHY J ILLINOIS TOOL WORKS INC. 3600 WEST LAKE AVENUE GLENVIEW, IL 60026			Executive Vice President

Signatures

Timothy J. Gardner by James H. Wooten, Jr., Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File.		02/16/2010
**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)	Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 12, 2010.
(2)	Options vest in four (4) equal annual installments beginning one year from date of grant.
(3)	Each restricted stock unit (RSU), qualifying restricted stock unit (QRSU) and performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.
(4)	Each RSU vests 100% three years from the date of grant.
(5)	Each QRSU and PRSU vests 100% three years from the date of grant if performance goals are met.

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