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 * 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.
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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

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.

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