10-Q

                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


                            ILLINOIS TOOL WORKS INC.
             (Exact name of registrant as specified in its charter)

    Delaware 36-1258310                     36-1258310
(State or other jurisdiction of  (I.R.S. Employer Identification No.)
incorporation or organization)

   3600 West Lake Avenue, Glenview, IL            60025-5811
(Address of principal executive offices)          (Zip Code)

(Registrant's telephone number, including area code)  (847) 724-7500

Former address:  (Former name, former address and former fiscal year, if changed
since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements  for  the  past 90  days.  Yes X . No .

The number of shares of registrant's  common stock, $.01 par value,  outstanding
at October 31, 2001: 304,678,211.


Part I - Financial Information


Item 1








                    ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
                              FINANCIAL STATEMENTS


The  unaudited  financial  statements  included  herein  have been  prepared  by
Illinois Tool Works Inc. and  Subsidiaries  (the  "Company").  In the opinion of
management, the interim financial statements reflect all adjustments of a normal
recurring  nature  necessary  for a fair  statement  of the  results for interim
periods. It is suggested that these financial  statements be read in conjunction
with the financial  statements and notes to financial statements included in the
Company's Annual Report on Form 10-K. Certain  reclassifications of prior year's
data have been made to conform with current year reporting.

                    ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
                              STATEMENT OF INCOME
                                 (UNAUDITED)

(In Thousands Except for
 Per Share Amounts)

                                  Three Months Ended         Six Months Ended
                                    September 30              September 30
                              ------------------------  ------------------------
                                  2001         2000         2001         2000
                              -----------  -----------  -----------  -----------
Operating Revenues            $2,395,645   $2,472,342    $7,302,592   $7,454,748
 Cost of revenues              1,597,149    1,597,669     4,874,594    4,821,874
 Selling, administrative,
   research and
   development expenses          442,430      416,949     1,345,003    1,327,021
 Amortization of goodwill
   and other intangible
   assets                         28,450       23,461        79,092       66,784
                              ----------   ----------    ----------   ----------
Operating Income                 327,616      434,263     1,003,903    1,239,069
 Interest expense                (18,308)     (18,567)      (54,878)     (52,375)
 Other expense                    (3,153)      (3,111)       (3,536)      (4,708)
                              ----------   ----------    ----------   ----------
Income Before Income Taxes       306,155      412,585       945,489    1,181,986
 Income taxes                    107,100      148,500       330,900      425,500
                              ----------   ----------    ----------   ----------
Net Income                     $ 199,055    $ 264,085     $ 614,589    $ 756,486
                             ===========  ===========   ===========  ===========
Per share of common stock:
 Basic Net Income                   $.65         $.87         $2.02        $2.51
                                  ======       ======       =======      =======
 Diluted Net Income                 $.65         $.87         $2.01        $2.49
                                  ======       ======       =======      =======
Cash dividends:
     Paid                           $.20         $.18          $.60         $.54
                                  ======       ======       =======      =======
     Declared                       $.22         $.20          $.62         $.56
                                  ======       ======       =======      =======
Shares of common stock
 outstanding during the period:
 Average                         304,522      301,857       303,908      301,365

  Average assuming dilution      306,463      304,475       306,204      304,314


                    ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
                         STATEMENT OF FINANCIAL POSITION
                                   (UNAUDITED)

(In Thousands)

ASSETS                                  September 30, 2001    December 31, 2000
- ------                                 -------------------    -----------------
Current Assets:
  Cash and equivalents                    $   229,313            $   151,295
  Trade receivables                         1,629,559              1,654,632
  Inventories                               1,153,220              1,181,385
  Deferred income taxes                       195,702                183,823
  Prepaids and other current assets           141,421                157,926
                                          -----------            -----------
      Total current assets                  3,349,215              3,329,061
                                          -----------            -----------
Plant and Equipment:
  Land                                        122,116                116,423
  Buildings and improvements                1,017,175              1,000,807
  Machinery and equipment                   3,005,171              2,860,472
  Equipment leased to others                  122,652                118,589
  Construction in progress                    148,189                103,319
                                          -----------            -----------
                                            4,415,303              4,199,610
  Accumulated depreciation                 (2,678,904)            (2,477,086)
                                          -----------            -----------
    Net plant and equipment                 1,736,399              1,722,524
                                          -----------            -----------
Investments                                 1,294,550              1,170,392
Goodwill and Other Intangibles              2,812,254              2,483,882
Deferred Income Taxes                         503,514                478,420
Other Assets                                  457,632                419,177
                                          -----------            -----------
                                          $10,153,564             $9,603,456
                                          ===========            ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Short-term debt                         $   584,130            $   425,789
  Accounts payable                            405,145                455,417
  Accrued expenses                            790,893                826,107
  Cash dividends payable                       67,001                 60,490
  Income taxes payable                        109,181                 49,807
                                          -----------            -----------
    Total current liabilities               1,956,350              1,817,610
                                          -----------            -----------
Non-current Liabilities:
  Long-term debt                            1,380,371              1,549,038
  Other                                       926,001                835,821
                                          -----------            -----------
    Total non-current liabilities           2,306,372              2,384,859
                                          -----------            -----------
Stockholders' Equity:
  Preferred stock                                  --                     --
  Common stock                                  3,048                  3,027
  Additional Paid-in-Capital                  631,414                584,357
  Income reinvested in the business         5,641,435              5,214,098
  Common stock held in treasury                (1,666)                (1,783)
  Cumulative translation adjustment          (383,389)              (398,712)
                                          -----------            -----------
      Total stockholders' equity            5,890,842              5,400,987
                                          -----------            -----------
                                          $10,153,564             $9,603,456
                                          ===========            ===========



                    ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

(In Thousands)
                                                           Nine Months Ended
                                                             September 30
                                                       -------------------------
                                                           2001          2000
                                                       ------------  -----------
Cash Provided by (Used for) Operating Activities:
  Net income                                             $614,589     $756,486
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                       308,301      285,313
      Change in deferred income taxes                     (15,800)      (6,639)
      Provision for uncollectible accounts                 18,818       12,385
      Loss on sale of plant and equipment                   6,110        6,311
      Income from investments                            (107,810)    (108,326)
      Non-cash interest on nonrecourse debt                32,229       33,637
      (Gain) loss on sale of operations and affiliates      4,302       (1,619)
      Other non-cash items, net                            (5,823)      (5,472)
                                                          -------      -------
        Cash provided by operating activities             854,916      972,076
  Changes in assets and liabilities:
      (Increase) decrease in--
        Trade receivables                                  59,768      (18,611)
        Inventories                                        86,875      (18,162)
        Prepaid expenses and other assets                     905      (38,999)
      Increase (decrease) in--
        Accounts payable                                  (85,300)     (61,219)
        Accrued expenses                                  (53,388)     (57,505)
        Income taxes payable                               62,854       (6,975)
      Other, net                                             (278)         179
                                                         --------     --------
        Net cash provided by operating activities         926,352      770,784
                                                         --------     --------
Cash Provided by (Used for) Investing Activities:
  Acquisition of businesses (excluding cash and
   equivalents) and additional interest in affiliates    (535,334)    (533,578)
  Additions to plant and equipment                       (200,667)    (235,525)
  Purchase of investments                                 (77,639)     (14,585)
  Proceeds from investments                                67,536       62,580
  Proceeds from sale of plant and equipment                16,458       29,790
  Proceeds from sale of operations and affiliates           9,800        8,248
  Sales (purchases) of short-term investments               1,638       (4,630)
  Other, net                                                1,377        1,989
                                                         --------     --------
        Net cash used for investing activities           (716,831)    (685,711)
                                                         --------     --------
Cash Provided by (Used for) Financing Activities:
  Cash dividends paid                                    (182,140)    (162,612)
  Issuance of common stock                                 46,650       17,234
  Net borrowings of short-term debt                         6,039      387,812
  Proceeds from long-term debt                              4,182        1,059
  Repayments of long-term debt                             (9,986)    (255,793)
  Other, net                                                1,464         (179)
                                                         --------     --------
   Net cash used for financing activities                (133,791)     (12,479)
                                                         --------     --------
Effect of Exchange Rate Changes on Cash and Equivalents     2,288      (37,956)
                                                         --------     --------
Cash and Equivalents:
  Increase during the period                               78,018       34,638
  Beginning of period                                     151,295      232,953
                                                         --------     --------
  End of period                                          $229,313     $267,591
                                                        =========    =========
Cash Paid During the Period for Interest                 $ 64,194     $ 71,815
                                                        =========    =========
Cash Paid During the Period for Income Taxes             $266,899     $381,952
                                                        =========    =========
Liabilities Assumed from Acquisitions                    $ 93,095     $180,295
                                                        =========    =========

                    ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1)  INVENTORIES  at  September  30, 2001 and  December  31, 2000 were as
follows:

(In Thousands)
                                September 30,              December 31,
                                    2001                       2000
                                ------------               ------------

Raw material                       $330,395                   $350,943
Work-in-process                     120,152                    134,044
Finished goods                      702,673                    696,398
                                 ----------                 ----------
                                 $1,153,220                 $1,181,385
                                 ==========                 ==========
(2) COMPREHENSIVE INCOME:

The components of comprehensive income were as follows:

(In Thousands)
                                 Three Months Ended        Nine Months Ended
                                   September 30               September 30
                              ----------------------   -----------------------
                                  2001        2000         2001         2000
                              ----------  ----------   ----------   ----------
Net income                     $199,055    $264,085     $614,589     $756,486
Foreign currency translation
 adjustments, net of tax         63,198     (51,774)      15,323     (142,879)
                              ---------   ---------    ---------    ---------
Total comprehensive income     $262,253    $212,311     $629,912     $613,607
                              =========   =========    =========    =========
(3) SHORT-TERM DEBT:

In 1999, the Company entered into a $400,000,000  Line of Credit  Agreement.  In
2001, the Company  extended the termination date of the Line of Credit from June
22, 2001 to June 21, 2002.  No amounts were  outstanding  under this facility at
September 30, 2001.

(4) NEW ACCOUNTING PRONOUNCEMENTS:

In July 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards ("SFAS") No. 141, Business  Combinations and SFAS
No. 142,  Goodwill and Other Intangible  Assets.  SFAS No. 141 requires that all
business  combinations  initiated after June 30, 2001 be accounted for using the
purchase  method.  The  pooling-of-interests  method  will no longer be allowed.
Under  SFAS No.  142  beginning  January  1,  2002,  goodwill  will no longer be
amortized for book purposes.  The Company will be required  annually to evaluate
goodwill for impairment based on fair value. The Company is currently evaluating
the new  statements  to  determine  their  effect on the  Company's  results  of
operations and financial position.

(5)  INVESTMENTS:

During the third quarter of 2001, the Company  entered into a leveraged lease of
a Boeing 777 jet with a major  airline.  The  components of the  Company's  cash
investment of $28,295,000 were as follows:

(In Thousands)

Lease contracts receivable
 (net of principal and interest on
  nonrecourse financing)                       $10,773
Estimated residual value of leased asset        28,750
Unearned and deferred income                   (11,228)
                                               -------
Investment in leveraged lease                  $28,295
                                               =======


Item 2 - Management's Discussion and Analysis

ENGINEERED PRODUCTS - NORTH AMERICA

Businesses  in this segment are located in North America and  manufacture  short
lead-time  plastic and metal  components and fasteners,  and specialty  products
such as polymers, fluid products and resealable packaging.

(Dollars in Thousands)
                                 Three Months Ended        Nine Months Ended
                                   September 30               September 30
                              ----------------------   -----------------------
                                  2001        2000         2001         2000
                              ----------  ----------   ----------   ----------
Operating revenues             $748,054    $785,152    $2,269,502   $2,432,117

Operating income                126,272     165,974       367,139      488,405

Margin %                          16.9%       21.1%         16.2%        20.1%

In 2001,  operating  revenues declined by 5% in the third quarter and 7% for the
nine-month  period mainly due to lower demand in the  automotive,  construction,
electronic  component  packaging  and  consumer  durable end  markets.  The base
business  revenue  decline  of 10% for both  periods  was  partially  offset  by
increases  from  acquisitions  of  6%  in  the  third  quarter  and  4%  in  the
year-to-date period.  Operating income declined 24% in the third quarter and 25%
for the first nine months due to lower revenues and higher  nonrecurring  costs.
Margins  declined in both periods of 2001 due to reduced leverage of fixed costs
as a result of lower sales and higher nonrecurring costs.

ENGINEERED PRODUCTS - INTERNATIONAL

Businesses in this segment are located  outside  North  America and  manufacture
short  lead-time  plastic and metal  components  and  fasteners,  and  specialty
products such as polymers, fluid products and resealable packaging.

(Dollars in Thousands)
                                 Three Months Ended        Nine Months Ended
                                   September 30               September 30
                              ----------------------   -----------------------
                                  2001        2000         2001         2000
                              ----------  ----------   ----------   ----------
Operating revenues             $341,729    $374,649    $1,083,383   $1,066,660

Operating income                 34,849      47,525       111,193      128,608

Margin %                          10.2%       12.7%         10.3%        12.1%

Operating  revenues increased 2% for the first nine months of 2001 mainly due to
acquisitions,  which  contributed 9%.  Operating  revenues  decreased 9% for the
third quarter of 2001 due primarily to the effect of translation,  which reduced
revenues by 8% for both the  three-month and nine-month  periods.  Base business
revenues were flat in the third  quarter and  increased 1% for the  year-to-date
period as higher  sales for the  construction  and  automotive  businesses  were
offset by lower revenues for the electronic  component  packaging and industrial
plastics businesses.  Operating income declined 27% in the third quarter and 14%
year-to-date,  primarily  related  to the  electronic  component  packaging  and
industrial plastics businesses.  Margins declined 250 basis points for the third
quarter and 180 basis  points for the  year-to-date  period as a result of lower
revenues related to certain base businesses,  higher  nonrecurring costs and the
effect of currency  translation,  which reduced  operating income by 7% for both
periods.

SPECIALTY SYSTEMS - NORTH AMERICA

Businesses  in this  segment  are located in North  America  and produce  longer
lead-time  machinery  and  related  consumables,  and  specialty  equipment  for
applications such as food service and industrial finishing.

(Dollars in Thousands)
                                 Three Months Ended        Nine Months Ended
                                   September 30               September 30
                              ----------------------   -----------------------
                                  2001        2000         2001         2000
                              ----------  ----------   ----------   ----------
Operating revenues             $863,615    $820,049    $2,578,307   $2,505,015

Operating income                110,086     148,000       335,877      430,063

Margin %                          12.7%       18.0%         13.0%        17.2%

In 2001,  operating  revenues  increased 5% for the third quarter and 3% for the
nine-month period,  due primarily to acquisitions,  which contributed 15% to the
increase for the third  quarter and 12%  year-to-date.  Base  business  revenues
decreased  9% for both  periods,  as  continued  slow demand in most end markets
negatively  impacted the industrial  packaging,  food  equipment,  finishing and
welding  businesses.  Operating income declined 26% in the third quarter and 22%
year-to-date,  and margins  fell in both  periods  due to the revenue  declines,
nonrecurring costs and the impact of lower margins of acquired businesses.

SPECIALTY SYSTEMS - INTERNATIONAL

Businesses in this segment are located  outside  North  America and  manufacture
longer lead-time machinery and related consumables,  and specialty equipment for
food service and industrial finishing.

(Dollars in Thousands)
                                 Three Months Ended        Nine Months Ended
                                   September 30               September 30
                              ----------------------   -----------------------
                                  2001        2000         2001         2000
                              ----------  ----------   ----------   ----------
Operating revenues             $403,975    $439,747    $1,243,580   $1,290,399

Operating income                 34,900      51,440       122,072      138,836

Margin %                           8.6%       11.7%          9.8%        10.8%

In 2001,  operating  revenues  decreased 8% for the third quarter and 4% for the
nine-month  period primarily due to the effect of currency  fluctuations,  which
reduced revenues by 8% for both periods. The acquisition-related  revenue growth
of 5% for the third quarter and 7%  year-to-date  was  partially  offset by base
business  revenue  declines  of  3%  and  2%,  respectively,  primarily  in  the
industrial  packaging and food  equipment  operations.  For the third quarter of
2001,  operating  income decreased 32% and margins declined 310 basis points due
to weaknesses in the industrial  packaging and consumer packaging markets.  That
weakness was partially  offset by income  improvements  for the food  equipment,
finishing and welding operations. For the year-to-date period of 2001, operating
income  decreased 12% and margins  declined 100 basis points due to lower demand
in the industrial  packaging and food equipment markets and the lower margins of
acquired  companies.  Currency  fluctuations  reduced operating income by 8% for
both periods.

CONSUMER PRODUCTS

Businesses  in  this  segment  are  located   primarily  in  North  America  and
manufacture specialty exercise equipment, small appliances, cookware and ceramic
tile.

(Dollars in Thousands)
                                 Three Months Ended        Nine Months Ended
                                   September 30               September 30
                              ----------------------   -----------------------
                                  2001        2000         2001         2000
                              ----------  ----------   ----------   ----------
Operating revenues              $96,462    $114,301     $294,530     $341,268

Operating income                  2,967       2,894        3,109       (3,322)

Margin %                           3.1%        2.5%         1.1%        (1.0%)

In 2001, the decrease in operating revenues of 16% for the third quarter and 14%
for the nine-month period was related to lower sales volume at the ceramic tile,
small appliance and specialty  exercise equipment  businesses.  Operating income
and margins  improved for both  periods due to the effect of lower  nonrecurring
costs and improved operating performance for the ceramic tile operation.

LEASING AND INVESTMENTS

This  segment  makes  opportunistic   investments  in  mortgage-related  assets,
leveraged  and direct  financing  leases of equipment,  properties  and property
developments, and affordable housing.

(Dollars in Thousands)
                                 Three Months Ended        Nine Months Ended
                                   September 30               September 30
                              ----------------------   -----------------------
                                  2001        2000         2001         2000
                              ----------  ----------   ----------   ----------
Operating revenues             $35,104     $37,143      $116,384     $109,872

Operating income                18,542      18,430        64,513       56,479

Operating revenues and income were relatively flat in the third quarter of 2001.
For the  year-to-date  period,  revenues  and  income  increased  due to  higher
property development income and gains on real estate which was held for sale.

OPERATING REVENUES

The  reconciliation  of segment  operating  revenues to total company  operating
revenues is as follows:
                                    Three Months Ended      Six Months Ended
                                      September 30            September 30
                                   --------------------  -----------------------
                                     2001       2000        2001        2000
                                  ----------  ---------  ----------  ----------

Engineered Products - North America $748,054   $785,152   $2,269,502  $2,432,117
Engineered Products - International  341,729    374,649    1,083,383   1,066,660
Specialty Systems - North America    863,615    820,049    2,578,307   2,505,015
Specialty Systems - International    403,975    439,747    1,243,580   1,290,399
Consumer Products                     96,462    114,301      294,530     341,268
Leasing and Investments               35,104     37,143      116,384     109,872
                                   ---------  ---------    ---------   ---------
  Total segment operating revenues 2,488,939  2,571,041    7,585,686   7,745,331
Intersegment revenues                (93,294)   (98,699)    (283,094)   (290,583)
                                   ---------  ---------    ---------   ---------
Total company operating revenues  $2,395,645 $2,472,342   $7,302,592  $7,454,748
                                  ========== ==========   ==========  ==========

OPERATING EXPENSES

Cost of revenues as a  percentage  of revenues  increased  to 66.8% in the first
nine  months  of 2001  versus  64.7% in the  first  nine  months  of 2000 due to
decreased  sales volume in the North American base  businesses and lower margins
at acquired businesses.  Selling,  administrative,  and research and development
expenses  increased to 18.4% of revenues in the first nine months of 2001 versus
17.8% in 2000 as a result of lower sales and higher non-recurring charges.

INTEREST EXPENSE

Interest  expense  increased  to $54.9  million in the first nine months of 2001
from $52.4 million in 2001.

OTHER EXPENSE

Other  expense  was $3.5  million  for the first nine months of 2001 versus $4.7
million in 2000.  The  decrease  is  primarily  due to lower  minority  interest
expense  on  less-than-100%-owned  subsidiaries  and  lower  losses  on  foreign
currency  translation in 2001, which was mostly offset by losses on the sales of
operations in 2001 versus gains in 2000.

NET INCOME

Net income of $614.6  million ($2.01 per diluted share) in the first nine months
of 2001 was 18.8%  lower than the 2000 net income of $756.5  million  ($2.49 per
diluted share).

FOREIGN CURRENCY

The  strengthening  of the  U.S.  dollar  against  foreign  currencies  in  2001
decreased  operating revenues for the first nine months of 2001 by approximately
$229 million and reduced earnings by approximately 5 cents per diluted share.

FINANCIAL POSITION

Net working capital at September 30, 2001 and December 31, 2000 is summarized as
follows:

(Dollars in Thousands)

                       September 30,      December 31,        Increase/
                            2001              2000           (Decrease)
                       --------------     ------------      ------------
Current Assets:
  Cash and equivalents  $  229,313        $  151,295          $ 78,018
  Trade receivables      1,629,559         1,654,632           (25,073)
  Inventories            1,153,220         1,181,385           (28,165)
  Other                    337,123           341,749            (4,626)
                         ---------         ---------          --------
                         3,349,215         3,329,061            20,154
                         ---------         ---------          --------
Current Liabilities:
  Short-term debt          584,130           425,789           158,341
  Accounts payable         405,145           455,417           (50,272)
  Accrued expenses         790,893           826,107           (35,214)
  Other                    176,182           110,297            65,885
                         ---------         ---------          --------
                         1,956,350         1,817,610           138,740
                         ---------         ---------          --------
Net Working Capital     $1,392,865        $1,511,451         ($118,586)
                        ==========        ==========         =========
Current Ratio                 1.71              1.83
                              ====              ====

Short-term borrowings increased as a result of the reclassification of debt from
long-term to short-term.

Other  liabilities  increased  as a result of higher  taxes  payable  due to the
timing of tax payments.

The Company's  cash  generation  from  operations  continued to be strong in the
quarter and reflected  reduced  working  capital and capital  expenditures  as a
result of the slower  economy.  The  Company's  invested  capital  declined $149
million, excluding the effect of acquisitions.  Coupled with $615 million of net
income, these two components resulted in free cash of $764 million. As a result,
the Company  has been able to fund a $535  million  acquisition  program and pay
dividends of $182 million.

FORWARD-LOOKING STATEMENTS

This  document  contains  forward-looking  statements  within the meaning of the
Private  Securities  Litigation Reform Act of 1995. These statements are subject
to certain  risks,  uncertainties,  and other  factors  which could cause actual
results  to  differ  materially  from  those  anticipated,   including,  without
limitation,  the risks described  herein.  Important  factors that may influence
future results include (1) a further downturn in the  construction,  food retail
and service, automotive,  general industrial or real estate markets, (2) further
deterioration in global and domestic business and economic  conditions,  such as
interest rate and currency fluctuations,  particularly in North America,  Europe
and Australia, (3) an interruption in, or reduction in, introducing new products
into the Company's  product  lines,  (4) an unfavorable  environment  for making
acquisitions,  domestic  and  international,  including  adverse  accounting  or
regulatory  requirements and market value of candidates,  and (5)  uncertainties
arising from the aftermath of the September 11th tragedy.

Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K

(a)      Exhibit Index

Exhibit No.    Description
   3(b)        By-laws of Illinois Tool Works Inc., as amended.

  10(a)        Illinois Tool Works Inc. Non-officer directors' restricted
               stock program, as amended.

(b)      Reports on Form 8-K

No reports on Form 8-K have been filed  during the quarter for which this report
is filed.







                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.






                            ILLINOIS TOOL WORKS INC.




Dated: November 13, 2001         By:    /s/ Jon C. Kinney
                                        Jon C. Kinney, Senior Vice President
                                        and Chief Financial Officer
                                        (Principal Accounting Officer)

EX-3.(II)

                                                                    EXHIBIT 3(b)
                                     BY-LAWS
                                       OF
                            ILLINOIS TOOL WORKS INC.

                                    ARTICLE I

                                     Offices

SECTION 1.  Registered  Office.  The  registered  office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

SECTION 2. Other  Offices.  The  corporation  may also have  offices in Chicago,
Illinois, and offices at such other places as the Board of Directors or officers
may from time to time determine.

                                   ARTICLE II

                                  Stockholders

SECTION 1. Annual Meeting.  The annual meeting of the  stockholders  shall be in
the month of April or May of each year. The place,  date and time of the meeting
shall  be fixed by the  Board of  Directors  and  stated  in the  notice  of the
meeting.

SECTION 2. Special Meetings.  Special meetings of the stockholders may be called
by the chairman or by a majority of the Board of Directors.

SECTION 3. Place of Meeting.  The Board of Directors  may  designate  any place,
either  within or without  Delaware,  as the place of meeting for any meeting of
the  stockholders  (annual or special)  called by the Board of  Directors.  If a
special meeting is otherwise  called,  the place of meeting shall be in Chicago,
Illinois as designated in the notice.

SECTION 4. Notice of Meetings.  Written or printed notice stating the place, day
and hour of the meeting shall be delivered  either  personally or by mail, by or
at the  direction  of the  chairman  or  persons  calling  the  meeting  to each
stockholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed to be delivered  when  deposited in the United States mails in a
sealed envelope addressed to the stockholder at his address as it appears on the
records of the corporation, with postage thereon prepaid.

SECTION 5. Voting of Shares by Certain Holders.  Shares of stock standing in the
name of another corporation,  domestic or foreign, may be voted by such officer,
agent or proxy as the  by-laws of such  corporation  may  prescribe,  or, in the
absence of such  provision,  as the Board of Directors of such  corporation  may
determine.

Shares of stock  standing  in the name of a deceased  person may be voted by his
administrator or executor,  either in person or by proxy.  Persons holding stock
in a fiduciary  capacity  shall be entitled to vote the shares so held.  Persons
whose stock is pledged shall be entitled to vote,  unless in the transfer by the
pledgor on the books of the  corporation he has expressly  empowered the pledgee
to vote  thereon,  in which case only the pledgee,  or his proxy,  may represent
such stock and vote thereon.

Shares  of  stock  standing  in the  name of a  receiver  may be  voted  by such
receiver,  and shares of stock held by or under the control of a receiver may be
voted by such receiver  without the transfer  thereof into his name if authority
so to do be  contained  in an  appropriate  order of the  court  by  which  such
receiver was appointed.

SECTION 6. Fixing of Record Date. Unless any statute requires otherwise, for the
purpose of determining (a) stockholders  entitled to notice of or to vote at any
meeting of stockholders,  or (b) stockholders entitled to receive payment of any
dividend,  or (c) stockholders,  with respect to any lawful action, the Board of
Directors  may  fix  in  advance  a  date  as  the  record  date  for  any  such
determination of  stockholders,  such date in any case to be not more than sixty
days and, in case of a meeting of  stockholders,  not less than ten days.  If no
record date is fixed: (1) the record date for determining  stockholders entitled
to notice of or to vote at a meeting  of  stockholders  shall be at the close of
business  on the day next  preceding  the day on which  notice is given,  or, if
notice is waived,  at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining  stockholders for
any  other  purpose  shall be at the close of  business  on the day on which the
Board of Directors adopts the resolution  relating  thereto.  A determination of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 7. Quorum. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except  as  otherwise  provided  by  statute,  by the  Certificate  of
Incorporation or by these by-laws. If, however, such quorum shall not be present
or represented at any meeting of the stockholders,  the stockholders entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn  the  meeting  from  time to time  until a quorum  shall be  present  or
represented.  No notice other than an  announcement at the meeting need be given
unless the  adjournment  is for more than thirty days or a new record date is to
be fixed for the adjourned meeting.  At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.  When a quorum is present
at any meeting, the vote of the holders of a majority of the stock having voting
power  present in person or  represented  by proxy  shall  decide  any  question
brought  before such  meeting,  unless the question is one upon which by express
provision of the statutes or of the  Certificate  of  Incorporation  or of these
by-laws, a different vote is required in which case such express provision shall
govern and control the decision of such question.

SECTION 8. Proxies.  At all meetings of stockholders,  a stockholder may vote by
proxy  executed  in  writing  by  the  stockholder  or by  his  duly  authorized
attorney-in-fact.   Such  proxy  shall  be  filed  with  the  secretary  of  the
corporation  before or at the time of the meeting.  Proxies  shall be valid only
with respect to the meeting or meetings and any adjournment  thereof,  for which
they are given.

SECTION 9. Voting.  Each  stockholder  shall have one vote in person or by proxy
for each share of stock having voting power  registered in his name on the books
of the corporation at the record date.

SECTION 10. Stockholder  Nominations for Directors.  Any stockholder entitled to
vote in the election of directors  may nominate one or more persons for election
as directors,  provided written notice of such stockholder's nomination has been
received  by the  Secretary  of the  Company  not  later  than (i) the  close of
business on the last  business  day of December  prior to the annual  meeting of
stockholders  in April or May,  or (ii) the close of  business  on the tenth day
following the date on which notice of a special meeting of stockholders is first
given to stockholders for an election of directors to be held at such meeting.

Such  notice  must  contain:  (a) the name and  address of the  stockholder  who
intends to make the nomination;  (b) the name, age, and business and residential
addresses  of each  person to be  nominated;  (c) the  principal  occupation  or
employment  of each  nominee;  (d) the number of shares of capital  stock of the
corporation beneficially owned by each nominee; (e) a statement that the nominee
is  willing  to be  nominated  and  serve  as a  director;  and (f)  such  other
information  regarding  each  nominee as would be  required  to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the Board of Directors nominated such nominee.

Nothing in this Section shall  preclude the Board of Directors or the Nominating
Committee  either from making  nominations for the election of directors or from
excluding  the person  nominated  by a  stockholder  from the slate of directors
presented to the meeting.

SECTION 11. Election of Directors.  Directors shall be elected by a plurality of
the votes of the shares  present in person or  represented by proxy at a meeting
of stockholders and entitled to voted on the election of directors.

                                   ARTICLE III

                                    Directors

SECTION 1. General Powers.  The business and affairs of the corporation shall be
managed by its Board of Directors.

SECTION 2.  Number,  Tenure and  Qualifications.  The number of Directors of the
corporation is  established  at eleven.  Each Director shall hold office for the
term for which such  Director  is elected or until a  successor  shall have been
chosen  and  shall  have  qualified  or until  such  Director's  earlier  death,
resignation, retirement, disqualification or removal.

SECTION 3. Regular Meeting. A regular meeting of the Board of Directors shall be
held without other notice than this by-law,  immediately  after, and at the same
place as,  the  annual  meeting  of  stockholders.  The Board of  Directors  may
provide,  by resolution,  the time and place, either within or without Delaware,
for the holding of additional  regular  meetings  without other notice than such
resolution.

SECTION 4. Special  Meetings.  Special meetings of the Board of Directors may be
called by or at the request of the chairman or any two directors.  The person or
persons  authorized  to call special  meetings of the Board of Directors may fix
any place,  either  within or without  Delaware,  as the place for  holding  any
special meeting of the Board of Directors called by them.

SECTION 5.  Notice.  Notice of any special  meeting  shall be given at least two
days  previously  thereto by written  notice  delivered  personally,  by mail or
telegram,  to each Director at his business  address or at such other address as
he shall have previously  requested in writing.  If mailed, such notice shall be
deemed to be delivered two days after being deposited in the United States mails
in a sealed envelope so addressed,  with postage thereon  prepaid.  If notice is
given by telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. Neither the business to be transacted at,
nor the  purpose of, any  regular or special  meeting of the Board of  Directors
need be  specified  in the  notice or waiver of notice of such  meeting,  unless
otherwise required by law.

SECTION 6.  Quorum.  A majority of the Board of  Directors  shall  constitute  a
quorum for the transaction of business at any meeting of the Board of Directors,
provided  that if less than a  majority  of the  Directors  are  present at said
meeting,  a majority of the Directors  present may adjourn the meeting from time
to time without further notice. The act of the majority of the Directors present
at a  meeting  at which a quorum  is  present  shall be the act of the  Board of
Directors   unless  a  greater   number  is  required  by  the   Certificate  of
Incorporation or these by-laws.

SECTION 7.  Interested  Directors.  Except as may  otherwise  be provided in the
Certificate of Incorporation, no contract or transaction between the corporation
and one or more of its Directors or officers, or between the corporation and any
other corporation,  partnership, association, or other organization in which one
or more of its  Directors  or officers  are  Directors  or  officers,  or have a
financial interest,  shall be void or voidable solely for this reason, or solely
because the Director or officer is present at or  participates in the meeting of
the Board or committee thereof which authorizes the contract or transaction,  or
solely because his or their votes are counted for such purpose, if:

(a) The material facts as to his relationship or interest and as to the contract
or  transaction  are  disclosed  or are known to the Board of  Directors  or the
committee,  and the Board or committee in good faith  authorizes the contract or
transaction  by  the  affirmative  votes  of a  majority  of  the  disinterested
Directors, even though the disinterested Directors be less than a quorum; or

(b) The material facts as to his relationship or interest and as to the contract
or transaction are disclosed or are known to the  stockholders  entitled to vote
thereon, and the contract or transaction is specifically  approved in good faith
by the vote of the stockholders; or

(c) The contract or transaction is fair as to the  corporation as of the time it
is  authorized,  approved or ratified,  by the Board of  Directors,  a committee
thereof, or the stockholders.

Common or interested  Directors may be counted in determining  the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.

SECTION 8.  Vacancies.  If vacancies  occur in the Board of Directors  caused by
death, resignation,  retirement,  disqualification or removal from office of any
Director or Directors or otherwise, or if any new Directorship is created by any
increase in the authorized number of Directors, a majority of the Directors then
in office,  though less than a quorum, may choose a successor or successors,  or
fill the newly  created  Directorship  and the  Directors  so chosen  shall hold
office until the next annual  election of Directors  and until their  successors
shall be duly elected and qualified, unless sooner displaced.

SECTION 9.  Committees.  The Board of Directors  may, by resolution  passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the Directors of the corporation.

(a) The Board may  designate one or more  directors as alternate  members of any
committee,  who may replace any absent or disqualified member, at any meeting of
the committee.  In the absence or  disqualification  of a member of a committee,
the member or members thereof present at any meeting and not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another  member of the Board of  Directors to act at the meeting in the place of
any such  absent or  disqualified  member.  Any such  committee,  to the  extent
provided  in the  resolution  of the  Board  of  Directors,  shall  have and may
exercise  all  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such  committee  shall have the power or  authority in reference to amending the
certificate of incorporation,  adopting an agreement of merger or consolidation,
recommending  to  the  stockholders  the  sale,  lease  or  exchange  of  all or
substantially all of the corporation's property and assets,  recommending to the
stockholders a dissolution of the  corporation or a revocation of a dissolution,
or amending the by-laws of the  corporation;  and,  unless the resolution or the
certificate of incorporation  expressly so provide, no such committee shall have
the power or  authority  to declare a dividend or to  authorize  the issuance of
stock.  Such  committee  or  committees  shall have such name or names as may be
determined  from time to time by  resolution  adopted by the Board of Directors.
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors when required.

(b)  Executive  Committee.  The Board of Directors,  by resolution  adopted by a
majority of the whole Board,  may designate two or more  Directors to constitute
an Executive Committee and one or more Directors as alternates thereof.  Subject
to the  limitations  provided in these  by-laws and such further  limitation  as
might be required by law or by the  Certificate of  Incorporation  or by further
resolution  of the Board of  Directors,  the  Executive  Committee  may,  during
intervals between meetings of the Board of Directors, exercise the powers of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
corporation (including the corporation's dealings with its foreign subsidiaries,
affiliates,  and licensees) and may authorize the seal of the  corporation to be
affixed to all papers which may require it. The Committee shall not be empowered
to take action  with  respect  to:  issuing  bonds,  debentures;  increasing  or
reducing  the  capital  of  the   corporation;   authorizing   commitments   and
expenditures  in excess of the total  amount or amounts  provided in the capital
budgets approved or otherwise authorized by the Board of Directors; borrowing of
monies,  except  within  limits  expressly  approved by the Board of  Directors;
electing officers;  fixing the compensation of officers;  establishment of stock
option plans,  profit sharing or similar types of  compensation  plans,  filling
vacancies or  newly-created  directorships  on the Board of Directors;  removing
officers or  directors  of the  corporation;  dissolution,  or any other  action
specifically  reserved to the Board of Directors including all matters requiring
the approval of stockholders. The Committee may also from time to time formulate
and recommend to the Board for approval general policies regarding management of
the business and affairs of the  corporation.  The  designation of the Committee
and the delegation  thereto of authority  shall not operate to relieve the Board
of Directors or any member thereof of any responsibility  imposed upon it or him
by  operation  of law. The  secretary  of the  corporation  (or in his absence a
person  designated  by the  Executive  Committee)  shall act as secretary at all
meetings of the Executive Committee.  A majority of the Committee,  from time to
time, shall constitute a quorum for the transaction of business and the act of a
majority  of the  Directors  present  at a meeting  in which a quorum is present
shall  be  the  act  of  the   Committee,   provided  that  in  the  absence  or
disqualification  of any member of the Committee,  the member or members thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member.  Regular  meetings of the Committee  may be held without  notice at such
times and at such places as shall be fixed by  resolution  adopted by a majority
of the Committee.  Special meetings may be called by any member of the Committee
on twenty-four hours' prior written or telegraphic notice.

(c) Compensation  Committee.  The Board of Directors, by resolution adopted by a
majority  of the whole  Board,  may  designate  not less than two  Directors  to
constitute  a  Compensation  Committee  and one or more  directors  as alternate
members  thereof,  none of whom shall be  employees of the  corporation.  In the
absence  or  disqualification  of any  member of the  Committee,  the  member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of  Directors to act at the meeting in the place of any such absent or
disqualified  member,  provided  that the  majority  of the  Committee,  as then
constituted,  shall  not be  employees  of  the  corporation.  The  Compensation
Committee  shall review and  determine  from time to time the salaries and other
compensation of all elected  officers of the corporation and shall submit to the
Board of  Directors  such  reports in such form and at such time as the Board of
Directors may request.

(d) Audit Committee. The Board of Directors, by resolution adopted by a majority
of the whole Board,  may designate three or more Directors who are not employees
of the  corporation  to constitute an Audit  Committee and one or more Directors
who are not employees of the corporation as alternate members thereof. The Board
of  Directors  shall  adopt a  charter  setting  forth  the  duties of the Audit
Committee.  Among other  things,  the  Committee  shall review the selection and
qualifications of the independent public accountants  employed from time to time
to audit the financial  statements of the corporation and the scope and adequacy
of their audits. The Committee shall also consider  recommendations made by such
independent public  accountants.  The Committee may also make such review of the
internal financial audits of the corporation as it considers desirable and shall
report to the Board any  additions or changes which it deems  advisable.  In the
absence  or  disqualification  of any  member of the  Committee,  the  member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors who is not an employee of the  corporation  to act at the
meeting in the place of any such absent or disqualified member.

(e) Employee Benefits Committee.  The Board of Directors,  by resolution adopted
by a majority of the whole Board,  may designate three (3) or more  individuals,
any or all of whom may be non-director  employees of the Company,  to constitute
an Employee Benefits Committee. The Committee shall select, retain or remove the
investment managers, advisors, consultants and persons otherwise employed by the
Company as named fiduciaries under the Company's  employee benefit plans,  which
actions it shall report to the Board of Directors.  The  Committee  shall review
the performance of the trustee or trustees,  investment  managers,  advisors and
consultants under said plans with respect to the investment of plan assets.  The
Committee shall be responsible for the  administration of the Company's employee
benefit plans and, in fulfilling  that  responsibility,  may delegate to others,
whether Company  employees or otherwise,  specific  assignments in administering
the plans.

(f) Corporate Governance and Nominating  Committee,  The Board of Directors,  by
resolution  adopted by a majority vote of the whole Board,  may designate two or
more Directors to constitute a Corporate  Governance  and Nominating  Committee.
This  Committee  shall  recommend  criteria  for  Board  membership,   establish
procedures for the receipt and evaluation of suggestions of candidates, and make
recommendations  to the Board  concerning  nominees  for Board  membership.  The
Committee  may  recommend  to the Board  policies  and  procedures  relating  to
corporate  governance and monitor such policies and procedures when established.
The Committee may also make  recommendations  to the Board concerning the number
of Directors to serve on the Board and may establish standards for evaluation of
the  performance of the Directors in order to make  recommendations  with regard
thereto.

(g)  Finance  Committee.  The Board of  Directors,  by  resolution  adopted by a
majority of the whole Board, may designate two or more directors to constitute a
Finance  Committee and one or more directors as alternate  members thereof.  The
duties and  responsibilities  of the Finance Committee shall be to review,  upon
the  request of the  Chairman  or the  President,  management's  proposals  with
respect to: the corporation's debt and equity financing;  recommendations to the
Board  with  respect  to  dividend   policy  and  payments;   acquisitions   and
divestitures  exceeding the standing  authority  management has by virtue of the
resolution  dated December 10, 1993, or its successors;  recommendations  to the
Board concerning the corporation's  investment portfolio; the corporation's real
estate investments; and other financing and investment matters.

SECTION  10.  Consent in Lieu of Meeting.  Unless  otherwise  restricted  by the
Certificate of Incorporation or these by-laws,  any action required or permitted
to be taken at any meeting of the Board of  Directors or any  committee  thereof
may be taken without a meeting if all members of the Board or committee thereof,
as the case may be, consent thereto in writing,  and the writing or writings are
filed with the minutes of the proceedings of the Board or committee.

SECTION 11.  Compensation.  Directors  who are also full time  employees  of the
corporation  shall not receive any  compensation for their services as Directors
but they may be reimbursed for reasonable expenses of attendance.  By resolution
of the Board of Directors,  all other Directors may receive, as compensation for
their  services  any  combination  of: an  annual  fee;  a fee for each  meeting
attended;  shares  of  stock;  or other  forms of  compensation;  together  with
reimbursement  of expenses  of  attendance,  if any, at each  regular or special
meeting of the Board of  Directors or any  committee of the Board of  Directors;
provided,  that  nothing  herein  contained  shall be  construed to preclude any
Director  from  serving the  corporation  in any other  capacity  and  receiving
compensation therefor.

SECTION 12. Meeting by Conference Telephone.  Unless otherwise restricted by the
Certificate of Incorporation, members of the Board of Directors or any committee
designated by such Board may participate in a meeting of such Board or committee
by means of conference telephone or similar communication  equipment by means of
which  all  persons  participating  in the  meeting  can hear  each  other,  and
participation in a meeting  pursuant hereto shall constitute  presence in person
at such meeting.  Unless otherwise  required by law, no notice shall be required
if a quorum of the Board or any committee is participating.

                                   ARTICLE IV

                                    Officers

SECTION 1. Number.  The officers of the  corporation  shall be a chairman,  vice
chairman,  chairman of the Executive  Committee,  one or several  executive vice
presidents or vice  presidents (the number thereof to be determined by the Board
of Directors),  one or several of the vice presidents may be designated  "senior
vice  president"  by the Board of  Directors,  and one of whom may be elected as
chief  financial  officer of the  corporation,  a  treasurer,  a  controller,  a
secretary,  and other such  officers  as may be elected in  accordance  with the
provisions  of this  article.  Any two or more  offices  may be held by the same
person.

SECTION 2. Election and Term of Office. The officers of the corporation shall be
elected  annually by the Board of Directors at the first meeting of the Board of
Directors  held after each annual  meeting of  stockholders.  If the election of
officers shall not be held at such meeting,  such election shall be held as soon
thereafter  as  conveniently  may be.  Vacancies  may be filled  or new  offices
created and filled at any meeting of the Board of Directors.  Each officer shall
hold  office  until his  successor  shall have been duly  elected and shall have
qualified or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided.

SECTION 3.  Removal.  Any officer or agent  elected or appointed by the Board of
Directors may be removed by the Board of Directors  whenever in its judgment the
best  interests of the  corporation  would be served  thereby,  but such removal
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

SECTION 4.  Vacancies.  A vacancy in any office  because of death,  resignation,
removal,  disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.

SECTION 5. Chairman.  The chairman shall be the chief  executive  officer of the
corporation  and shall have general  supervision  over all of the affairs of the
corporation  and shall  determine and administer the policies of the corporation
as  established  by the Board of Directors or by the  Executive  Committee.  The
chairman  shall:  (i) provide  leadership to the Board in reviewing and advising
upon  matters   which  exert  major   influence  on  the  manner  in  which  the
corporation's  business  is  conducted;  (ii)  preside  at all  meetings  of the
stockholders and of the Board of Directors; (iii) in the absence of the chairman
of the Executive Committee,  preside at all meetings of the Executive Committee;
and (iv) perform such other duties as may be conferred by law or assigned by the
Board of  Directors.  The chairman may sign,  with the secretary or other proper
officer of the corporation thereunto authorized by the Board of Directors, stock
certificates of the corporation,  any deeds,  mortgages,  bonds,  contracts,  or
other instruments,  except in cases where the signing or execution thereof shall
be expressly  delegated  by the Board of  Directors or by these  by-laws to some
other  officer or agent of the  corporation,  or shall be  required by law to be
otherwise signed or executed. The chairman may also execute proxies on behalf of
the  corporation  with respect to the voting of any shares of stock owned by the
corporation;  have the power to appoint agents or employees as in the chairman's
judgment may be necessary or appropriate  for the transaction of the business of
the corporation;  and in general shall perform all duties incident to the office
of chairman.

SECTION 6. Vice  Chairman.  The vice  chairman  shall  assist the  chairman  in
supervising  the affairs of the  corporation,  with special  responsibility  for
integrating  acquired  businesses  into the  corporation.  In the absence of the
chairman,  the vice chairman  shall preside at all meetings of the  stockholders
and the Board of  Directors.  In the event of the absence or  disability  of the
chairman,  the vice chairman shall assume all of the duties and responsibilities
of that  office.  The  vice  chairman  may  sign any  deeds,  mortgages,  bonds,
contracts or other instruments, except in cases where the signing is required to
be by some other officer or agent of the  corporation.  The vice chairman  shall
perform such other duties as may be  designated  by the chairman or the Board of
Directors.

SECTION 7.  Chairman of the Executive Committee.  The chairman of the Executive
Committee  shall  preside at all  meetings of the  Executive  Committee;  in the
absence of the chairman and vice  chairman,  he shall preside at all meetings of
the  stockholders  and the  Board  of  Directors;  he shall  act in an  advisory
capacity to the chairman in all matters  concerning  the interest and management
of the corporation, and he shall perform such other duties as may be assigned to
him by the Board of Directors,  the Executive Committee or the chairman.  In the
event of the absence or disability of the chairman and vice  chairman,  he shall
assume all the duties and  responsibilities  of the office of the chairman.  The
chairman of the Executive Committee may sign, with the secretary or other proper
officer of the corporation thereunto authorized by the Board of Directors, stock
certificates of the corporation,  any deeds,  mortgages,  bonds,  contracts,  or
other  instruments  delegated by the Board of  Directors or by these  by-laws to
some other officer or agent of the  corporation,  or shall be required by law to
be otherwise  signed or executed.  The chairman of the  Executive  Committee may
also execute proxies on behalf of the corporation  with respect to the voting of
any shares of stock owned by the corporation.

SECTION  8.  Executive  Vice  President(s).  The  executive  vice  president  or
executive vice  presidents (if elected by the Board of Directors)  shall perform
such  duties not  inconsistent  with these  by-laws as may be assigned to him or
them by the  chairman  or the Board of  Directors.  In the event of  absence  or
disability  of the  chairman,  and vice  chairman and chairman of the  Executive
Committee, the executive vice president (or in the event there be more than one,
the executive vice president  determined in the order of election)  shall assume
all the duties and responsibilities of the office of the chairman.

SECTION 9. Chief Financial  Officer.  The chief financial officer (if elected by
the Board of  Directors)  shall  have  general  supervision  over the  financial
affairs of the corporation.

SECTION 10. The Vice President(s). The Board of Directors may designate any vice
president as a senior vice  president.  In the event of absence or disability of
the chairman and vice chairman,  the chairman of the Executive Committee and all
executive vice presidents,  the senior vice presidents) or the vice president(s)
in the order of election,  shall assume all the duties and  responsibilities  of
the office of the chairman.  Any senior vice president or any vice president may
sign, with the secretary or an assistant  secretary,  stock  certificates of the
corporation;  and shall  perform  such other  duties as from time to time may be
assigned to him by the chairman or by the Board of  Directors.  In general,  the
vice  president  (or vice  presidents,  including  the senior vice  president or
senior vice presidents)  shall perform such duties not  inconsistent  with these
by-laws as may be assigned to him (or them) by the chairman,  the executive vice
presidents or by the Board of Directors.

SECTION 11. The Treasurer. If required by the Board of Directors,  the treasurer
shall give a bond for the faithful  discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine. He shall: (a)
have charge and custody of and be  responsible  for all funds and  securities of
the  corporation;  receive and give  receipts  for monies due and payable to the
corporation from any source whatsoever,  and deposit all such monies in the name
of the corporation in such banks, trust companies or other depositories as shall
be selected in accordance  with the  provisions of Article VI of these  by-laws;
(b) in general  perform all duties  incident to the office of treasurer and such
other  duties not  inconsistent  with these  by-laws as from time to time may be
assigned  to him by the  Board of  Directors,  or by the  chairman,  or any vice
president designated for such purpose by the chairman.

SECTION 12. The  Secretary.  The  secretary  shall:  (a) keep the minutes of the
stockholders' and the Board of Directors' meetings in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions  of these  by-laws or as required  by law;  (c) be  custodian  of the
corporate  records and of the seal of the  corporation  and see that the seal of
the corporation is affixed to all stock  certificates prior to the issue thereof
and to all documents,  the execution of which on behalf of the corporation under
its seal is  required;  (d) keep a register of the post  office  address of each
stockholder which shall be furnished to the secretary by such  stockholder;  (e)
sign  with  a  vice  president,  or  the  chairman,  stock  certificates  of the
corporation,  the issue of which shall have been authorized by resolution of the
Board of Directors;  (f) have general  charge of the stock transfer books of the
corporation;  (g) act as secretary at all meetings of the  Executive  Committee;
and (h) in general  perform all duties  incident to the office of secretary  and
such other duties not  inconsistent  with these by-laws as from time to time may
be assigned to him by the chairman or by the Board of Directors.

SECTION 13. The Controller. The controller shall provide guidance and evaluation
with respect to the corporation's accounting and related functions,  control and
procedures  systems,  budget  programs,  and coordinate same on a divisional and
overall corporate level. The controller shall report to such officer or officers
of the  corporation  and  perform  such other  duties  incident to the office of
controller  as may be  prescribed  from  time  to time  by the  chairman,  chief
financial officer, or by the Board of Directors.

SECTION 14.  Assistant  Treasurers and Assistant  Secretaries.  The chairman may
appoint one or more assistant  treasurers and one or more assistant  secretaries
who shall serve as such until removed by the chairman or the Board of Directors.
The  assistant  treasurers  may be  required  to give  bonds  for  the  faithful
discharge  of their  duties in such sums and with such  sureties as the chairman
shall determine. The assistant treasurers and assistant secretaries, in general,
shall  perform such duties as shall be assigned to them by the  treasurer or the
secretary,  respectively,  or by the chairman, but shall not be considered to be
officers of the corporation solely by reason of such appointments or titles.

SECTION 15.  Appointive  Presidents and Vice  Presidents.  The chairman may from
time to time  designate  employees  of the  corporation  who are managing one or
several  groups,   divisions,   or  other   operations  of  the  corporation  as
"President",  "Vice President",  or similar title,  which employees shall not be
considered  to  be  officers  of  the  corporation  solely  by  reason  of  such
appointments  or titles.  The  chairman  shall report such  appointments  to the
Compensation Committee at least annually.

SECTION 16.  Salaries.  The salaries of the officers shall be fixed from time to
time by the Board of  Directors  on a  monthly  basis  and no  officer  shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
Director of the corporation.

                                    ARTICLE V

                     Indemnification of Officers, Directors
                              Employees and Agents

SECTION 1.  Non-Derivative  Actions  and  Criminal  Prosecutions.  To the extent
permitted by applicable law from time to time in effect,  the corporation  shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the  right  of the  corporation)  by  reason  of the  fact  that  he is or was a
Director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a Director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent  shall  not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

SECTION 2. Derivative  Actions.  The corporation  shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed  action or suit by or in the right of the  corporation to procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  Director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a Director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the  corporation and except that no  indemnification  shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for  negligence or misconduct in the  performance  of
his duty to the  corporation  unless  and only to the  extent  that the court in
which such action or suit was brought  shall  determine  upon  application  that
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses which such court shall deem proper.

SECTION 3. Right to  Indemnification.  To the extent that a  Director,  officer,
employee  or agent of the  corporation  has been  successful  on the  merits  or
otherwise in defense of any action, suit or proceeding referred to in Sections 1
and 2 of this Article,  or in defense of any claim, issue or matter therein,  he
shall be indemnified by the corporation against expenses  (including  attorneys'
fees) actually and reasonably incurred by him in connection therewith.

SECTION 4. Where No Adjudication.  Any indemnification under Sections 1 and 2 of
this Article (unless  ordered by a court) shall be made by the corporation  only
as authorized in the specific case upon a determination that  indemnification of
the Director,  officer, employee or agent is proper in the circumstances because
he has met the  applicable  standard of conduct set forth in said Sections 1 and
2. Such determination  shall be made (i) by the Board of Directors by a majority
vote of a quorum  consisting  of Directors  who were not parties to such action,
suit or  proceeding,  or (ii) if such a quorum is not  obtainable,  or,  even if
obtainable and a quorum of  disinterested  Directors so directs,  by independent
legal counsel (compensated by the corporation) in a written opinion, or (iii) by
the stockholders.

SECTION 5. Expenses.  Expenses incurred in defending a civil or criminal action,
suit or  proceeding  may be paid by the  corporation  in  advance  of the  final
disposition  of such action,  suit or  proceeding  as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the  Director,  officer,  employee or agent to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
corporation as authorized in this Article.

SECTION 6. Non-exclusive. The indemnification provided by this Article shall not
be deemed  exclusive of any other rights to which those seeking  indemnification
may  be  entitled  under  any  by-law,   agreement,   vote  of  stockholders  or
disinterested Directors or otherwise, both as to action in his official capacity
and as to action in  another  capacity  while  holding  such  office,  and shall
continue as to a person who has ceased to be a Director,  officer,  employee, or
agent and shall inure to the benefit of the heirs,  executors and administrators
of such a person.

SECTION 7. Insurance.  The  corporation  may purchase and maintain  insurance on
behalf of any person who is or was a Director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
Director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of this Article or of applicable law.

                                   ARTICLE VI

                      Contracts, Loans, Checks and Deposits

SECTION 1.  Contracts.  The Board of  Directors  may  authorize  any  officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of any on behalf of the  corporation,  and such authority
may be general or confined to specific instances.

SECTION 2. Loans.  No loans shall be contracted on behalf of the corporation and
no evidence of indebtedness  shall be issued in its name unless  authorized by a
resolution of the Board of Directors.  Such authority may be general or confined
to specific instances.

SECTION 3.  Checks,  Drafts,  etc.  All checks,  drafts or other  orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the  corporation  and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

SECTION 4. Deposits.  All funds of the corporation not otherwise  employed shall
be deposited  from time to time to the credit of the  corporation in such banks,
trust companies or other depositaries as the Board of Directors may select.

                                   ARTICLE VII

                               Stock Certificates

SECTION 1. Stock Certificates.  Certificates representing shares of stock of the
corporation  shall  be in  such  form  as may be  determined  by  the  Board  of
Directors,  shall  be  numbered  and  shall  be  entered  in  the  books  of the
corporation as they are issued.  They shall exhibit the holder's name and number
of shares and shall be signed by the  chairman,  the  chairman of the  Executive
Committee,  or a vice  president and the treasurer or an assistant  treasurer or
the  secretary or an assistant  secretary,  and shall be sealed with the seal of
the corporation. If a stock certificate is countersigned (a) by a transfer agent
other than the corporation or its employee, or (b) by a registrar other than the
corporation or its employee,  any other  signature on the  certificate  may be a
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  it may be issued by the corporation  with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

SECTION 2. Lost Certificates.  The Board of Directors may from time to time make
such provision as it deems  appropriate for the  replacement of lost,  stolen or
destroyed stock certificates,  including the requirement to furnish an affidavit
and an indemnity.

SECTION 3. Transfers of Stock. Upon surrender to the corporation or the transfer
agent of the corporation of a stock  certificate duly endorsed or accompanied by
proper evidence of succession,  assignment of authority to transfer, it shall be
the duty of the  corporation to issue a new  certificate to the person  entitled
thereto, cancel the old certificate and record the transaction upon the books of
the corporation.  The person in whose name shares of stock stand on the books of
the  corporation  shall be deemed the owner  thereof for all purposes as regards
the corporation.

SECTION 4. Transfer  Agents and  Registrars.  The Board of Directors may appoint
one or more transfer agents and registrars and may thereafter  require all stock
certificates to bear the signature of a transfer agent and registrar. SECTION 5.
Rules of Transfer.  The Board of Directors shall have the power and authority to
make all such rules and  regulations as they may deem  expedient  concerning the
issue, transfer and registration of stock certificates of the corporation.

                                  ARTICLE VIII

                                   Fiscal Year

The fiscal  year of the  corporation  shall begin on the first day of January in
each year and end on the thirty-first of December in each year.

                                   ARTICLE IX

                                    Dividends

The Board of Directors may from time to time,  declare,  and the corporation may
pay,  dividends  on its  outstanding  shares of stock in the manner and upon the
terms and conditions provided by law and its Certificate of Incorporation.

                                    ARTICLE X

                                      Seal

The Board of Directors shall provide a corporate seal which shall be in the form
of a circle and shall have inscribed thereon the name of the corporation and the
words "Corporate Seal, Delaware".

                                   ARTICLE XI

                                Waiver of Notice

Whenever  any notice  whatever is required to be given under the  provisions  of
these by-laws or under the  provisions of the  Certificate of  Incorporation  or
under the provisions of The General Corporation Law of Delaware,  waiver thereof
in writing,  signed by the person or persons  entitled to such  notice,  whether
before or after the time  stated  therein,  shall be  deemed  equivalent  to the
giving of such  notice.  Attendance  of any  person  at a meeting  for which any
notice  whatever is required to be given under the  provisions of these by-laws,
the  Certificate of  Incorporation  or The General  Corporation  Law of Delaware
shall  constitute  a waiver of notice of such  meeting,  except  when the person
attends for the express  purpose of objecting,  at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

EX-10

                                                                   EXHIBIT 10(a)

                            ILLINOIS TOOL WORKS INC.
                  NON-OFFICER DIRECTORS' RESTRICTED STOCK PLAN

In December  1994,  the Board  adopted  The  Directors'  Restricted  Stock Grant
Program whereby non-officer,  non-employee Directors would receive 900 shares of
the Company's Common Stock as part of his or her compensation.  This program was
continued in December 1997.  Board approval is being  requested to continue this
Program for another three year period.

RESOLVED:   that  the  Company   shall  issue  to  each  of  its  current
non-officer,   non-employee   Directors  as  part  of  his  or  her   Director's
compensation a grant of 900 shares of the Company's Common Stock, $.01 par value
(the "Restricted Stock"), effective January 2, 2001;

FURTHER  RESOLVED: that when any other Director who is neither an officer
nor an employee of the Company becomes a member of this Board between January 2,
2001 and  January 2, 2004,  such  Director  shall  receive as part of his or her
Director's  compensation  a grant,  on the  first  business  day of the  January
following the commencement of such Director's service,  300 shares for each full
year of service remaining during the period January 2, 2001 to January 2, 2004;

FURTHER  RESOLVED:  that the  Restricted  Stock  issued  pursuant to this
resolution shall be subject to the following:

1. The  Restricted  Stock is  forfeitable  to the Company  until "earned out" as
follows:  300 shares of  Restricted  Stock shall become  non-forfeitable  on the
first  business  day in  January  in each of the  years  2002,  2003  and  2004,
commencing January 2, 2002, except that all shares granted to any Director shall
become non-forfeitable on the date that such Director retires from this Board in
accordance  with the  Board's  policy  on  retirement  or on the date  that such
Director dies;

2. Full voting and dividend rights with respect to the Restricted Stock shall be
held by the respective  Directors from the date of grant of the Restricted Stock
to them;

3. Any shares of Restricted  Stock granted  pursuant to this resolution shall be
subject, as appropriate, to stock splits, reverse stock splits, stock dividends,
combinations  of shares or other  changes with respect to the  Company's  Common
Stock;

4. None of the Restricted Stock may be sold or transferred (including,  transfer
by gift or donation)  prior to January 2, 2004,  except upon retirement or death
as  provided  in  paragraph  1 or upon  approval  by the  Company of a completed
transfer form submitted by the Director;

5. Prior to the termination of the restriction on the sale or transfer set forth
in paragraph 4, the certificates  representing the Restricted Stock will be held
by the Company's corporate secretary; and

6. If any  grantee  shall  cease to serve as a Director  of the  Company for any
reason  (other than  retirement  or death as  described in paragraph 1) prior to
January 2, 2004, the Restricted Stock remaining  subject to forfeiture  pursuant
to paragraph 1 will revert to the Company,  but all  Restricted  Stock which has
been   "earned   out"  may  be  sold  after   service  as  a  Director   ceases,
notwithstanding   the   requirements  of  paragraph  4,  subject  only  to  such
restrictions  as may be  established  by the  Company  in order to  comply  with
federal or state securities laws or other legal requirements;

FURTHER  RESOLVED:  that  this  Board  shall  have  broad  discretion  to
administer this Restricted Stock Grant Program, including (i) the renewal of the
Program  for  successive  three  year  terms,  and  (ii)  changing  the  vesting
provisions; and

FURTHER  RESOLVED: that management is hereby authorized to do or cause to
be done any and all further  acts,  including  the execution and delivery in the
name and on behalf of the Company and under its  corporate  seal (if required by
law) of any certificates,  instruments,  documents and filings,  as such officer
may,  with the advice of counsel,  deem  necessary or desirable to carry out the
purpose and intent of this resolution and to comply with all legal  requirements
relating thereto.