UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                   FORM 10-K/A
                          Amendment No. 1 to Form 10-K

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2001
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
           For the transition period from ____________ to ____________

                          Commission file number 1-4797

                            ILLINOIS TOOL WORKS INC.
             (Exact Name of Registrant as Specified in its Charter)

                               Delaware 36-1258310
                (State or Other Jurisdiction of (I.R.S. Employer
               Incorporation or Organization) Identification No.)
               3600 W. Lake Avenue, Glenview, Illinois 60025-5811
               (Address of Principal Executive Offices) (Zip Code)

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

           Securities registered pursuant to Section 12(b) of the Act:

          Title of Each Class Name of Each Exchange on Which Registered
                      Common Stock New York Stock Exchange
                             Chicago Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None

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 __

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of March 12, 2002, was approximately $18,600,000,000.

       Shares of Common Stock outstanding at March 12, 2002-- 305,895,308.

                       Documents Incorporated by Reference

2001 Annual Report to Stockholders.................................Parts I, II,
IV Proxy Statement dated March 21, 2002 for Annual Meeting
 of Stockholders to be held on May 10, 2002........................Part III



                                    PART III

ITEM 13.  Certain Relationships and Related Transactions

The Company maintains a commercial banking  relationship with The Northern Trust
Company and its wholly owned  subsidiaries.  (The  Northern  Trust  Company is a
wholly owned subsidiary of Northern Trust  Corporation.)  Susan Crown, Robert C.
McCormack and Harold B. Smith,  directors of ITW, are also directors of Northern
Trust  Corporation  and The  Northern  Trust  Company.  The  commercial  banking
relationship  may  involve,  but is not  strictly  limited  to the use  of,  the
following services:  creating and maintaining deposit accounts, credit services,
investment banking services,  payment and collection  services,  trade services,
credit enhancement or payment guaranty, acting as agent or fiduciary, consulting
services, risk management services, and broker dealer services. In addition, The
Northern  Trust  Company  serves as the trustee  under the  Company's  principal
pension  plans.  The banking and trustee  relationships  with The Northern Trust
Company are conducted in the ordinary course of business on an arms-length basis
and all  amounts  paid to or  received  from  The  Northern  Trust  Company  are
immaterial.

Information regarding directors and officers is incorporated by reference to the
information   under  the  captions   "Director   Compensation"   and  "Executive
Compensation"  in the Company's  Proxy  Statement for the 2002 Annual Meeting of
Stockholders.



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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 on this 14th day of January
2003.

                            ILLINOIS TOOL WORKS INC.

                              By /s/ Jon C. Kinney
                                 -------------------------
                                 Jon C. Kinney
                                 Senior Vice President and
                                 Chief Financial Officer



                                 CERTIFICATIONS

                  Certification of Principal Executive Officer

I, W. James Farrell, Chairman and Chief Executive Officer, certify that:

1. I have reviewed  this report on Form 10-K/A of Illinois Tool Works Inc.;  and

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report.


Dated:  January 14, 2003                 /s/ W. James Farrell
                                         -------------------------
                                         W. James Farrell
                                         Chairman and Chief Executive Officer


                  Certification of Principal Financial Officer

I, Jon C. Kinney, Chief Financial Officer, certify that:

1. I have reviewed  this report on Form 10-K/A of Illinois Tool Works Inc.;  and

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report.


Dated:  January 14, 2003                 /s/ Jon C. Kinney
                                         -------------------------
                                         Jon C. Kinney, Senior Vice President
                                         and Chief Financial Officer