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 * SPEER DAVID 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 __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) ILLINOIS TOOL WORKS INC., 3600 WEST LAKE AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 04/23/2010 (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               11,278 (1) D   Common Stock 04/23/2010   M   120,000 A $ 31.125 222,650 I By partnership (2) Common Stock 04/23/2010   S   90,900 D $ 52.09 (3) 131,750 I By partnership (2) Common Stock               1,928 I See footnote (4)

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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

$ 31.125

04/23/2010

M

120,000

12/14/2002

12/14/2011

Common Stock

120,000

$ 0

0

I

By partnership (5)

Employee Stock Option

$ 47.13

12/10/2005

12/10/2014

Common Stock

187,500

75,000

D

Employee Stock Option

$ 47.13

12/10/2005

12/10/2014

Common Stock

225,000

225,000

I

By partnership (5)

Employee Stock Option

$ 42.08

12/07/2006

02/01/2016

Common Stock

300,000

200,000

D

Employee Stock Option

$ 42.08

12/07/2006

02/01/2016

Common Stock

200,000

200,000

I

By partnership (5)

Employee Stock Option

$ 51.6

02/09/2008(6)

02/09/2017

Common Stock

350,000

300,000

D

Employee Stock Option

$ 51.6

02/09/2008(6)

02/09/2017

Common Stock

100,000

100,000

I

By partnership (5)

Employee Stock Option

$ 48.51

02/08/2009(6)

02/08/2018

Common Stock

500,000

500,000

D

Employee Stock Option

$ 35.12

02/13/2010(6)

02/13/2019

Common Stock

433,593

433,593

D

Qualifying Restricted Stock Unit (7)

$ 0

(8)

(8)

Common Stock

94,533

94,533

D

Employee Stock Option

$ 43.64

02/12/2011(6)

02/12/2020

Common Stock

462,982

462,982

D

Performance Restricted Stock Unit (7)

$ 0

(8)

(8)

Common Stock

50,871

50,871

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SPEER DAVID B ILLINOIS TOOL WORKS INC. 3600 WEST LAKE AVENUE GLENVIEW, IL 60026	X		Chairman & CEO

Signatures

David B. Speer by James H. Wooten, Jr., Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File		04/26/2010
**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)	This number was increased by 74 shares to reflect shares acquired under dividend reinvestment plan.
(2)	Shares are held by Speer Investment Partners, LP (FLP), a family limited partnership of which the reporting person is the sole general partner. The reporting person disclaims beneficial ownership of shares held by FLP except to the extent of his pecuniary interest therein.
(3)	This transaction was executed in multiple trades at prices ranging from $52.00 to $52.25. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected.
(4)	Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of March 31, 2010.
(5)	Options are held by Speer Investment Partners, LP (FLP), a family limited partnership of which the reporting person is the sole general partner. The reporting person disclaims beneficial ownership of options held by FLP except to the extent of his pecuniary interest therein.
(6)	Options vest in four (4) equal annual installments beginning one year from date of grant.
(7)	Each 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.
(8)	Each QRSU and PRSU vests 100% three years from the date of grant if performance goals are met.

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