FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   O'HERLIHY CHRISTOPHER A 2. Date of Event Requiring Statement (Month/Day/Year) 10/29/2010 3. Issuer Name and Ticker or Trading Symbol ILLINOIS TOOL WORKS INC [ITW] (Last) (First) (Middle) ILLINOIS TOOL WORKS INC, 3600 WEST LAKE AVENUE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) GLENVIEW, IL 60026 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 1,408 I See Footnote (1)

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	12/15/2001	12/15/2010	Common Stock	2,000	$ 27.9375	D	Â
Employee Stock Option	12/14/2002	12/14/2011	Common Stock	3,000	$ 31.125	D	Â
Employee Stock Option	12/13/2003	12/13/2012	Common Stock	3,000	$ 32.8425	D	Â
Employee Stock Option	12/12/2004	12/12/2013	Common Stock	3,000	$ 40.75	D	Â
Employee Stock Option	12/10/2005	12/10/2014	Common Stock	4,000	$ 47.13	D	Â
Employee Stock Option	12/07/2006	02/01/2016	Common Stock	5,000	$ 42.08	D	Â
Employee Stock Option	02/09/2008(2)	02/09/2017	Common Stock	8,000	$ 51.6	D	Â
Employee Stock Option	02/08/2009(2)	02/08/2018	Common Stock	12,000	$ 48.51	D	Â
Employee Stock Option	02/13/2010(2)	02/13/2019	Common Stock	13,007	$ 35.12	D	Â
Employee Stock Option	02/12/2011(2)	02/12/2020	Common Stock	22,941	$ 43.64	D	Â
Restricted Stock Unit (3)	  (4)	  (4)	Common Stock	1,896	$ 0	D	Â
Qualifying Restricted Stock Unit (3)	  (5)	  (5)	Common Stock	2,450	$ 0	D	Â
Restricted Stock Unit (3)	  (4)	  (4)	Common Stock	2,521	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
O'HERLIHY CHRISTOPHER A ILLINOIS TOOL WORKS INC 3600 WEST LAKE AVENUE GLENVIEW, IL 60026	Â	Â	  Executive Vice President	Â

Signatures

/s/Christopher A. O'Herlihy		11/04/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 November 2, 2010.
(2)	Options vest in four (4) equal annual installments beginning one year from date of grant.
(3)	Each restricted stock unit (RSU) and qualifying restricted stock unit (QRSU) 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 vests 100% three years from the date of grant if performance goals are met.

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