8-K

- -------------------------------------------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            _________________________

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported): April 16, 2003
                            _________________________


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

              Delaware
1-4797                                           36-1258310
    (State or other jurisdiction             (Commission File Number)                    (I.R.S. Employer
       of                                                                                            Incorporation)
Identification No.)

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

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

                                                  Not Applicable
                          (Former name or former address, if changed since last report.)





Item 7.    Financial Statements and Exhibits

(c)    Exhibits

Exhibit Number    Exhibit Description
  99.1            Press Release issued by Illinois Tool Works Inc. dated
                  April 16, 2003 (furnished pursuant to Item 9).
  99.2            Presentation from Illinois Tool Works Inc. first quarter
                  conference call on April 16, 2003 (furnished pursuant to Item 9).

Item 9.    Regulation FD Disclosure

The  information  below  included  in this  Current  Report on Form 8-K is being
furnished  pursuant  to Item  12,  "Disclosure  of  Results  of  Operations  and
Financial Condition".

On April 16, 2003,  Illinois Tool Works Inc. (the "Company")  announced its 2003
first quarter  results of  operations in the press release  furnished as Exhibit
99.1. The Company's  presentation from the first quarter conference call held on
April 16, 2003 is furnished as Exhibit 99.2

Disclosure  regarding why the Company's  management believes the presentation of
"free operating cash flow" provides useful  information to investors is included
in the  Company's  2003 Annual  Report of Form 10-K.  A  reconciliation  of free
operating cash flows to net cash provided by operating activities is included in
the press release furnished as Exhibit 99.1.





                                   SIGNATURES



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

                                   Illinois Tool Works Inc.

Date: April 17, 2003               By:   /s/ Jon C. Kinney
                                         ----------------------------
                                         Jon C. Kinney
                                         Senior Vice President and
                                         Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1


                                ITW NEWS RELEASE
________________________________________________________________________________
        ITW Reports a 3 Percent Increase in Diluted Income Per Share from
    Continuing Operations in the 2003 First Quarter; Revenues Grow 5 Percent


GLENVIEW,  ILLINOIS-(April  16,  2003)-Illinois Tool Works Inc. (NYSE:ITW) today
reported  that 2003 first  quarter  diluted  income  per share  from  continuing
operations increased 3 percent compared with the 2002 first quarter.  During the
most recent quarter,  operating  revenues grew 5 percent while operating  income
increased 4 percent. Income from continuing operations in the 2003 first quarter
totaled $199.5 million, or 65 cents per diluted share, versus $194.4 million, or
63 cents per diluted share, in the year earlier period.

The growth in the first quarter  income from  continuing  operations  took place
amidst an environment  where  worldwide end market  conditions  remained  mixed.
While the Company's short lead-time  engineered  products have  outperformed the
longer lead-time systems  businesses,  international end markets continued to be
better  than their  North  American  counterparts.  For the 2003 first  quarter,
operating revenues were $2.314 billion compared with $2.205 billion for the year
earlier period.  Operating  income improved to $321.0 million in the most recent
quarter  versus $309.9 million in the prior year period.  The Company's  overall
operating margins of 13.9 percent were basically flat in the 2003 first quarter.

Net income for the most  recent  quarter  was  $195.4  million,  or 63 cents per
share,  on a fully diluted  basis.  This is  significantly  higher than the year
earlier  period when the Company  changed its  accounting  method for evaluating
goodwill for impairment  based on the fair value method required by Statement of
Financial Accounting Standards 142. As a result of the cumulative effect of this
required accounting change, the Company recorded a net loss of $23.4 million for
the 2002 first quarter.

The Company  continued to generate  considerable free operating cash flow in the
most recent  quarter due to strong  profitability.  For the 2003 first  quarter,
free operating cash flow was $176.7 million  compared with $230.7 million in the
year earlier period. The decrease in cash flow was due to an increase in working
capital resulting from translation.

"We view our first  quarter  financial  results as solid  performance  in a time
where North  American  end markets  were mixed and our margins  were  negatively
impacted by pension and restricted share expenses," said W. James Farrell, ITW's
chairman and chief executive  officer.  "Our base business  performance of minus
two percent in the first quarter is a direct reflection of persistent slowing in
a number  of  North  American  end  markets.  Fortunately,  the  results  of our
international  businesses  helped  mitigate some of the weaker activity in North
America."

First quarter 2003 segment highlights include:

North American  Engineered  Products  revenues  increased 2 percent in the first
quarter mainly due to  contributions  from  acquisitions and base revenue growth
from businesses  serving  automotive  customers.  Operating  income decreased 11
percent  largely  as a result  of  slower  base  business  income  growth in the
construction,  automotive and industrial  products  businesses as well as higher
pension and restructuring expenses. As a result,  operating margins declined 210
basis points to 14.8 percent.

International  Engineered  Products  first  quarter  revenues were up 22 percent
principally as a result of the positive impact of currency  translation and base
business  growth  from  businesses   serving   customers  in  the  construction,
automotive and general industrial sectors.  Operating income grew 50 percent due
to  contributions  from the already  mentioned  businesses  and the  benefits of
currency  translation.  First quarter operating margins of 10.4 percent were 190
basis points higher than the year ago period.

North  American  Specialty  Systems  revenues  declined 5 percent in the quarter
largely  due to base  revenue  decreases  in the food  equipment,  welding,  and
marking and decorating  businesses.  Even with base revenue declines,  operating
income was flat due to higher restructuring  expense in the year earlier period.
As a result,  operating  margins improved 80 basis points to 14.2 percent in the
first quarter.

International  Specialty Systems revenues increased 16 percent mainly due to the
positive  impact of  currency  translation.  Operating  income  grew 34  percent
largely as a result of the  benefits  of  currency  translation  and strong base
business  growth  in  the  food  equipment  and  packaging  areas.  Accordingly,
operating margins improved 120 basis points to 9.1 percent in the first quarter.

Leasing  and  Investments  first  quarter  operating  income  of  $17.4  million
represented a 4 percent increase compared with the prior year period.

Looking ahead, the Company  continues to be uncertain about economic  conditions
for  the  remainder  of  2003  and its  impact  on  worldwide  end  markets  and
profitability.  For full-year 2003, the Company is maintaining its wide range of
earnings, with income per diluted share from continuing operations forecasted to
be in the range of $3.02 to $3.42.  For the 2003 second quarter,  the Company is
forecasting  income per diluted  share from  continuing  operations to be in the
range of 83 cents to 93 cents.

This First Quarter 2003 Earnings  Release  contains  forward-looking  statements
within  the  meaning of the  Private  Securities  Litigation  Reform Act of 1995
including,  without limitation,  statements  regarding end market conditions and
base business expectations for full year 2003 and the Company's related earnings
forecasts.  These  statements are subject to certain risks,  uncertainties,  and
other factors,  which could cause actual results to differ materially from those
anticipated.  Important  factors  that  could  cause  actual  results  to differ
materially from the Company's expectations are set forth in ITW's Form 10-K.

ITW is a $9.5 billion diversified  manufacturer of highly engineered  components
and industrial  systems and  consumables.  The Company consists of approximately
600 decentralized operations in 44 countries and employs some 48,700 people.

CONTACT: John Brooklier, 847-657-4104



ILLINOIS TOOL WORKS INC.
(In thousands except per share data)

STATEMENT OF INCOME
                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                     ---------------------------
                                                         2003            2002
                                                      -----------    -----------
Operating Revenues                                    $ 2,313,790    $ 2,204,654
   Cost of revenues                                     1,513,792      1,475,119
   Selling, administrative, and R+D expenses              469,688        414,764
   Amortization and impairment of goodwill
   and other intangibles                                    9,310          4,872
                                                      -----------    -----------
Operating Income                                          321,000        309,899
   Interest expense                                       (17,432)       (17,503)
   Other income                                             3,316          2,076
                                                      -----------    -----------
Income From Continuing Operations Before Income Taxes     306,884        294,472
   Income taxes                                           107,400        100,100
                                                      -----------    -----------
Income From Continuing Operations                         199,484        194,372
Income (Loss) From Discontinued Operations                 (4,107)         4,075

Cumulative Effect of Change in Accounting Principle            --       (221,890)
                                                      -----------    -----------
Net Income(Loss)                                      $   195,377    $   (23,443)
                                                      ===========    ===========
Income Per Share from Continuing Operations:
    Basic                                              $  0.65        $  0.64
    Diluted                                            $  0.65        $  0.63

Income (Loss) Per Share from Discontinued Operations:
    Basic                                              $ (0.01)       $  0.01
    Diluted                                            $ (0.01)       $  0.01

Cumulative Effect Per Share of Change in Accounting
Principle:
    Basic                                              $    --        $ (0.73)
    Diluted                                            $    --        $ (0.72)

Net Income (Loss) Per Share:
    Basic                                              $  0.64        $ (0.08)
    Diluted                                            $  0.63        $ (0.08)

Shares outstanding during the period :
     Average                                           306,622         305,532
     Average assuming dilution                         307,772         307,985


ESTIMATED FREE OPERATING CASH FLOW
                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                     ---------------------------
                                                         2003            2002
                                                      -----------    -----------

  Net cash provided by operating activities           $  217,174     $   282,894
  Plus:  Proceeds from investments                        15,665          11,827
  Less:  Additions to PP+E                               (56,173)        (64,051)
                                                      -----------    -----------
  Free operating cash flow                            $  176,666     $   230,670
                                                      ===========    ===========

ILLINOIS TOOL WORKS INC.
(In thousands)

STATEMENT OF FINANCIAL POSITION
                                                        MAR 31,         DEC 31,
                                                         2003            2002
                                                      -----------    -----------
ASSETS
Cash and equivalents                                  $ 1,125,550    $ 1,057,687
Trade receivables                                       1,562,330      1,500,031
Inventories                                             1,008,967        962,746
Deferred income taxes                                     219,681        217,738
Prepaids and other current assets                         134,878        136,563
                                                      -----------    -----------
   Total current assets                                 4,051,406      3,874,765

Net plant and equipment                                 1,657,462      1,631,249
Investments                                             1,388,496      1,392,410
Goodwill                                                2,417,046      2,394,519
Intangible assets                                         223,467        230,291
Deferred income taxes                                     558,625        541,625
Other assets                                              501,901        506,552
Net assets of discontinued operations                      48,006         51,690
                                                      -----------    -----------
                                                      $10,846,409    $10,623,101
                                                      ===========    ===========

LIABILITIES and STOCKHOLDERS' EQUITY
Short-term debt                                       $   100,998    $   121,604
Accounts payable                                          425,791        416,958
Accrued expenses                                          709,926        833,689
Cash dividends payable                                     70,535         70,514
Income taxes payable                                      177,571        124,397
                                                      -----------    -----------
   Total current liabilities                            1,484,821      1,567,162
                                                      -----------    -----------

Long-term debt                                          1,451,785      1,460,381
Other liabilities                                         990,721        946,487
                                                      -----------    -----------
   Total non-current liabilities                        2,442,506      2,406,868
                                                      -----------    -----------


Common stock                                                3,077          3,068
Additional paid-in capital                                754,137        747,778
Income reinvested in the business                       6,327,105      6,202,263
Common stock held in treasury                              (1,662)        (1,662)
Accumulated other comprehensive income                   (163,575)      (302,376)
                                                      -----------    -----------
   Total stockholders' equity                           6,919,082      6,649,071
                                                      -----------    -----------
                                                      $10,846,409    $10,623,101
                                                      ===========    ===========

EX-99.2

                                                                 EXHIBIT 99.2

                ITW CONFERENCE CALL - FIRST QUARTER 2003

ITW Agenda

1.  Introduction..............John Brooklier

2.  Financial Overview........Jon Kinney

3.  Manufacturing Segments....John Brooklier

4.  Forecast..................Jon Kinney

5.  Q and A...................Kinney/Brooklier


ITW Forward-Looking Statements

Statements  regarding the company's earnings  estimates contain  forward-looking
statements within the meaning of the private securities Litigation Reform act of
1995,  including,  without limitation,  statements  regarding the company's 2003
forecasts.  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 following risks:1)a downturn in
the construction,  automotive,  general industrial,  food service and retail, or
real estate  markets;  2)deterioration  in global and  domestic  businesses  and
economic  conditions,  particularly in North America, the European community and
Australia;  3) the unfavorable  impact of foreign currency  fluctuations;  4) an
interruption  in , or reduction in,  introducing new products into the Company's
product lines;  and 5)an  unfavorable  environment  for making  acquisitions  or
dispositions,  domestic  and  international,  including  adverse  accounting  or
regulatory requirements and market value of candidates.

Conference Call Playback

Replay number: 402-220-6032
Replay available through midnight of April 30
No pass code necessary


ITW Quarterly Highlights


                                        2002        2003      F(U) Last Year
                                                              --------------
                                         Q1          Q1       Amount      %
                                      --------    --------    ------   ------
Operating Revenues                     2,204.7     2,313.8     109.1     4.9%
Operating Income                         309.9       321.0      11.1     3.6%
   % of Revenues                          14.1%       13.9%     -0.2%

Income From Continuing Operations
   Income Amount                         194.4       199.5       5.1     2.6%

   Income Per Share-Diluted                0.63        0.65      0.02    3.2%

Average Invested Capital               6,506.6     6,468.7     (37.9)   -0.6%
Return on Invested Capital                12.4%       12.9%      0.5%

Free Cash                                230.7       176.7     (54.0)  -23.4%


ITW Quarterly Operating Analysis

                                           % F(U) Prior Year
                                -------------------------------------------
                                  Operating     Operating      Operating
                                    Revenue       Income         Margins
                                  ---------     ---------      ---------
Base Manufacturing Business
   Operating Leverage                 -1.7%        -5.2%         -0.5%
   Non Volume Related                               3.0%          0.4%
                                      -----        -----         -----
     Total                            -1.7%        -2.2%         -0.1%

Acquisitions / Divestitures            1.9%         1.1%         -0.1%

Translation                            4.8%         4.0%         -0.1%

Restructuring                                       0.5%          0.1%

Leasing and Investments               -0.1%         0.2%          0.0%
                                      -----       -----          -----
Total                                  4.9%         3.6%         -0.2%
                                      =====       =====          =====


ITW Leasing and Investment

                              2002           2003            F(U) Last Year
                            ----------------------       ---------------------
                              Q1             Q1          Amount          %
                            -----           -----        ------         ----
Operating Revenues           32.1            30.4         (1.7)        -5.3%

Operating Income             16.8            17.4          0.6          3.6%

Operating Margins            52.3%           57.2%         4.9%


ITW Non Operating and Taxes

                                         2002       2003     F(U) Last Year
                                                             ---------------
                                          Q1         Q1      Amount       %
                                         ------    ------    ------   ------
Operating Income                          309.9     321.0     11.1     3.6%

   Interest Expense                       (17.5)    (17.4)     0.1
   Other Income (Expense)
                                            2.1       3.3      1.2
                                          -----     -----     ----     ----
Income From Continuing Operations-P/T     294.5     306.9     12.4     4.2%

   Income Taxes                           100.1     107.4      7.3
   % to Pre Tax Income                       34%       35%    -1.0%

Income From Continuing Operations-A/T     194.4     199.5      5.1   2.6%
                                          =====     =====      ===   ====


ITW Invested Capital

                                   3/31/02     12/31/02    3/31/03
                                   -------     -------     -------
Trade Receivables                  1,486.8     1,500.0     1,562.3
   Days Sales Outstanding             60.7        60.8        55.6
Inventories                          964.9       962.7     1,009.0
   Months on Hand                      2.0         1.8         2.0
Other Current Assets                 328.7       354.3       354.6
Accounts Payable and Accruals     (1,279.5)   (1,445.6)   (1,383.8)
                                   -------     -------     -------
Operating Working Capital          1,500.9     1,371.4     1,542.1
   % to Revenue(Prior 4 Qtrs.)         16%         14%         16%
Net plant and Equipment            1,605.2     1,631.2     1,657.5
Investments, net of  L+I Debt        569.1       622.3       576.4
Goodwill                           2,281.6     2,394.5     2,417.0
Other net                            424.2       383.8       341.3
                                   -------     -------     -------
Invested Capital                   6,381.0     6,403.2     6,534.3
                                   =======     =======     =======


ITW Debt and Equity

                                   3/31/02     12/31/02   3/31/03
                                   -------     -------     -------
Total Capital
   Short Term Debt                   276.5       121.6       101.0
   Long Term Debt                  1,249.7     1,460.4     1,451.8
                                   -------     -------     -------
     Total Debt                    1,526.2     1,582.0     1,552.8
   Stockholders Equity             5,945.9     6,649.0     6,919.1
                                   -------     -------     -------
     Total Capital                 7,472.1     8,231.0     8,471.9
   Less:
     Leasing and Investment Debt    (810.1)     (770.1)     (812.0)
     Cash                           (281.0)   (1,057.7)   (1,125.6)
                                   -------     -------     -------
Net Debt and Equity                6,381.0     6,403.2     6,534.3
                                   =======     =======     =======

Debt to Total Capital                 20%         19%         18%
                                   =======     =======     =======
Debt to Total Capital (x L+I)         12%         11%         10%
                                   =======     =======     =======


ITW Cash Flow

                                           2002     2003
                                            Q1       Q1
                                           -----    -----
Net Income                                 (23.4)   195.4
   Adjust for Non Cash Items               272.6     64.3
   Changes in Operating Assets and Liab.    33.7    (42.5)
                                           -----    -----
Net Cash From Operating Activities         282.9    217.2

   Additions to Plant and Equipment        (64.0)   (56.2)
   Proceeds from investments                11.8     15.7
                                           -----    -----
Free Cash                                  230.7    176.7

   Acquisitions                            (35.3)   (14.8)
   Investments                            (115.0)   (29.1)
   Dividends                               (67.1)   (70.5)
   Debt                                    (40.9)   (32.7)
   Other                                    26.4     38.3
                                           -----    -----
Net Cash Increase(Decrease)                 (1.2)    67.9
                                           -----    -----


ITW Return on Invested Capital

                                         2002         2003          F(U)
Current Quarter                    Q1           Q1         Prior Yr.
                                        -------     -------       --------
Operating Income after taxes             201.4       208.7          7.3
  Operating Margins                        9.1%        9.0%        -0.1%
Average Invested Capital               6,506.6      6,468.7        (37.9)

  Capital Turnover                         1.36         1.43         0.1
Return on Average Invested Capital        12.4%        12.9%         0.5%
                                        =======      =======      =======

                                          2002        2003          F(U)
Year to Date                        Q1          Q1         Prior Yr.
                                        -------     -------       --------
   Operating Income after taxes          201.4        208.7          7.3
     Operating Margins                     9.1%         9.0%        -0.1%
   Average Invested Capital            6,506.6      6,468.7        (37.9)
     Operating Margins                     1.36         1.43         0.1
   Return on Average Invested Capital     12.4%        12.9%         0.5%
                                        =======      =======      =======


ITW Acquisitions

                                       Q1     Q2      Q3     Q4           Q1
                                      ----   ----    ----   ----         ----
Annual Revenues Acquired               31     59      33     72           49
                                      ----   ----    ----   ----         ----
Purchase Price
   Cash Paid                           35     57      14     82           44
   Stock Issued                         -      -       -      -            -
                                      ----   ----    ----   ----         ----
     Total                             35     57      14     82           44
                                      ====   ====    ====   ====         ====
Number of Acquisitions
   North America
     Engineered Products               2      1       1       1           1
     Specialty Systems                 -      2       1       2           -
   International
     Engineered Products               1      2       1                   -
     Specialty Systems                 2      2       2       1           7
                                      ----   ----    ----   ----         ----
   Total                               5      7       5       4           8
                                      ====   ====    ====   ====         ====


Key Economic Data

March ISM: 46.2% is first under 50 showing since Nov. 2002

US Industrial Production (ex. Tech.): +0.2% in Feb 2003. vs. +0.5% in Jan. 2003

Euro-Zone Production Index: 48.4% in March 2003 vs. 50.1% in Feb. 2003


ITW Engineered Products - North America

                            2002           2003          F(U) Last Year
                                                        ------------------
                             Q1             Q1          Amount          %
                           -----          -----         -----        -----
Operating Revenues         736.5          748.8          12.3        1.7%

Operating Income           124.7          111.1         (13.6)     -10.9%

Operating Margins           16.9%          14.8%         -2.1%


Engineered Products - North America
Quarterly Analysis

                                  % F(U) Prior Year
                            ---------------------------------------
                            Operating     Operating      Operating
                             Revenue       Income         Margins
                            --------      --------       --------
Base Business
   Operating Leverage         -1.7%         -4.2%          -0.5%
   Non Volume Related                       -2.4%          -0.4%
                              -----         -----          -----
     Total                    -1.7%         -6.6%          -0.9%

Acquisitions/Divestitures      3.4%          0.5%          -0.4%

Translation                    0.0%          0.0%           0.0%

Restructuring                               -4.8%          -0.8%
                              -----         -----          -----
Total                          1.7%        -10.9%          -2.1%
                              =====        ======          =====


Engineered Products - North America
Key Points

ITW construction base revenues: -5% for Q1
     -Commercial construction: -5% to -10%
     -New housing: -2%
     -Renovation/rehab: +10%

Commercial construction bottomed but not expected to materially improve in 2003

New housing starts expected to decline 3% to 4% in 2003

Renovation/rehab sales look more stable for 2003

Auto base revenues = +3% for Q1

Big 3 build rates at +1% for Q1
  GM at +6%; Ford -3%; Chrysler -5%

ITW and Ward's estimates 2ndQ builds at -11%

ITW and Ward's estimates FY 2003 builds at -7%

March Big 3 inventories at 81 days - the best level since November


ITW Engineered Products - International

                        2002    2003          F(U) Last Year
                                         ---------------------
                         Q1      Q1         Amount         %
                       -----    -----    -----------   -------
Operating Revenues     332.0    405.5         73.5       22.1%

Operating Income        28.2     42.3         14.1       50.0%

Operating Margins        8.5%    10.4%         1.9%


Engineered Products - International
Quarterly Analysis

                                   % F(U) Prior Year
                          ------------------------------------------
                             Operating     Operating     Operating
                              Revenue       Income        Margins
                             --------      --------      --------
Base Business
   Operating Leverage            5.2%        22.9%         1.4%
   Non Volume Related                         9.6%         0.8%
                                -----        -----        -----
     Total                       5.2%        32.5%         2.2%

Acquisitions/Divestitures        1.7%         1.1%        -0.1%

Translation                     15.2%        21.0%         0.2%

Restructuring                                -4.6%        -0.4%
                                -----        -----        -----
Total                           22.1%        50.0%         1.9%
                                =====        =====        =====


Engineered Products - International
Key Points

Construction base revenues: +3% in Q1
  Europe +2% growth (strength in UK, France and Italy)
  Australia +3% growth (strength in new housing/Siddons Ramset 80/20 programs)

Automotive base revenues: +4% in Q1
  Builds decline 2% in Q1
  GM +6%; Ford +4%; BMW -2%; Renault -3%; VW -4%
  Forecasting FY 2003 builds to be flat


ITW Specialty Systems - North America

                          2002         2003          F(U) Last Year
                                                    -----------------
                           Q1           Q1          Amount          %
                         -----        -----         ------     ------
Operating Revenues       827.2        785.7         (41.5)      -5.0%

Operating Income         111.1        111.3           0.2        0.2%

Operating Margins         13.4%        14.2%          0.8%


Specialty Systems - North America
Quarterly Analysis

                                    % F(U) Prior Year
                          ------------------------------------------

                            Operating     Operating     Operating
                             Revenue       Income        Margins
Base Business
   Base Operating Leverage    -6.1%        -18.6%        -1.7%
   Base Non Volume                           7.4%         1.1%
                              -----         -----        -----
     Total                    -6.1%        -11.2%        -0.6%

Acquisitions / Divestitures    1.1%          1.7%         0.1%

Translation                    0.0%          0.1%         0.0%

Restructuring                                9.6%         1.3%
                              -----         -----        -----
Total                         -5.0%          0.2%         0.8%
                              =====         =====        =====


Specialty Systems - North America
Key Points

Food Equipment base revenues: -12% in Q1; restaurants and supermarkets still weak

Food Equipment op. income and margins improve in Q1 due to 80/20 programs

Industrial packaging: Signode had flat base revenues..consumables continue to
outperform "cap ex" machinery

Welding base revenues down 5% in Q1

Finishing base revenues flat in Q1


ITW Specialty Systems - International

                          2002           2003           F(U) Last Year
                                                      -----------------
                           Q1             Q1          Amount          %
                         ------         ------        ------     ------
Operating Revenues        365.6          425.4         59.8       16.4%

Operating Income           29.0           38.8          9.8        33.8%

Operating Margins           7.9%           9.1%         1.2%


Specialty Systems - International
Quarterly Analysis

                                          % F(U) Prior Year
                               -------------------------------------------
                                 Operating     Operating      Operating
                                   Revenue       Income         Margins
                                 ---------     ---------      ---------
Base Business
   Base Operating Leverage          0.6%          2.2%           0.1%
   Base Non Volume                               13.8%           1.1%
                                   ------       ------          ------
     Total                          0.6%         16.0%           1.2%

Acquisitions/Divestitures           0.2%          2.5%           0.2%

Translation                        15.6%         21.7%           0.3%

Restructuring                                    -6.4%          -0.5%

Total                              16.4%         33.8%           1.2%
                                  ======        ======          ======


Specialty Systems - International
Key Points

Industrial packaging: +2% base revenues in Q1

Signode led the way for industrial packaging:
    -Europe +3%; Asia/Pacific +10%
    -growth due to consumables not machinery

Food Equipment: base revenues flat, but op. income/margins up significantly

Finishing: base revenues +2% due to auto penetration


ITW 2003 Forecast

                                                               Mid      %F(U)
                                              Low     High    Point      2002
2nd Quarter                           -----   -----    -----     -----
   Base Revenues                               -5%     -1%      -3%
   Income Per Share-Diluted                  $0.83   $0.93    $0.88        2%
Full Year
   Base Revenues                                -3%     1%      -1%
   Income Per Share-Diluted                  $3.02   $3.42    $3.22        7%


ITW 2003 Forecast Key Assumptions

Exchange rates hold at March 31, 2003 levels.

Acquired revenues in the $200 to $600 million range.

Restructuring cost  of $55 to $60 million.

No further goodwill or intangible impairment cost for the balance of the year.

Tax rate of 35%


ITW Conference Call - Q and A - First Quarter