EXHIBIT 99.2



               Statement Under Oath of Principal Financial Officer
       Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Jon C. Kinney,  Senior Vice President and Chief Financial Officer,  state and
attest that:

(1) To the best of my knowledge,  based upon a review of the covered  reports of
Illinois  Tool  Works  Inc.,  and,  except as  corrected  or  supplemented  in a
subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end
  of the period  covered by such report (or in the case of a report on Form 8-K or
  definitive proxy materials, as of the date on which it was filed); and

• no  covered  report  omitted  to state a  material  fact  necessary  to make the
  statements in the covered report, in light of the circumstances under which they
  were made, not misleading as of the end of the period covered by such report (or
  in the case of a report on Form 8-K or  definitive  proxy  materials,  as of the
  date on which it was filed).

(2) I have  reviewed the contents of this  statement  with  Illinois  Tool Works
Inc.'s Audit Committee.

(3) In this statement under oath,  each of the following,  if filed on or before
the date of this statement, is a "covered report":

• Annual Report on Form 10-K for the year ended December 31, 2001;

• all  reports on Form 10-Q,  all  reports  on Form 8-K and all  definitive  proxy
  materials of Illinois Tool Works Inc.  filed with the  Commission  subsequent to
  the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.


/s/  Jon C. Kinney                              Subscribed and sworn to before
-----------------------------                   me this 12th day of August 2002.
Jon C. Kinney
Sr. Vice President and                          /s/  Phillip J. McGovern
Chief Financial Officer                        --------------------------------
August 12, 2002                                 Notary Public
                                                My Commission Expires: 9/25/05
                                                                   [NOTARY SEAL]