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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o Check this box if no longer
subject to Section 16.
Form 4 or Form 5
obligations may continue.
See Instruction 1(b).

1.	Name and Address of Reporting Person*	2.	Issuer Name and Ticker or Trading Symbol				3.	I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
	Hudnut, Stewart S(Last) (First) (Middle)		Illinois Tool Works Inc. (ITW)
	Illinois Tool Works, Inc. 3600 West Lake Avenue(Street)	4.	Statement for Month/Day/Year				5.	If Amendment, Date of Original (Month/Day/Year)
			December 20, 2002
		6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)				7.	Individual or Joint/Group Filing (Check Applicable Line)
	Glenview, IL 60025 (City)        (State)        (Zip)		o	Director	o	10% Owner		x	Form Filed by One Reporting Person
			x	Officer (give title below)				o	Form Filed by More than One Reporting Person
			o	Other (specify below)
				Senior V.P., General Counsel and Secretary

* Includes Shares Acquired Under Dividend Reinvestment Program ** Shares allocated to my account in the Illinois Too Works Inc. Savings & Investment Plan. Information Reported as of 12/17/02

Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date (Month/Day/Year)

2A.

Deemed Execution Date, if any (Month/Day/Year)

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Sec- urities Beneficially Owned Following Reported Trans- action(s) (Instr. 3 and 4)

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/20/2002

S

1,143 300 100

D

65.56 65.55 65.52

Common Stock

600 200 1,000

65.11 65.1 65.05

9,784

D

*

Common Stock

817

I

**

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned   (e.g., puts, calls, warrants, options, convertible securities)

1.

Title of Derivative Security (Instr. 3)

2.

Conversion or Exercise Price of Derivative Security

3.

Transaction Date (Month/Day/Year)

3A.

Deemed Execution Date, if any (Month/Day/Year)

4.

Transaction Code (Instr. 8)

5.

Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

Code

V

(A)

(D)

Employee Stock Option (Right to Buy)

18.1875

Employee Stock Option (Right to Buy)

30.125

Employee Stock Option (Right to Buy)

54.62

Employee Stock Option (Right to Buy)

58.25

Employee Stock Option (Right to Buy)

65.50

Employee Stock Option (Right to Buy)

55.875

Employee Stock Option (Right to Buy)

62.25

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities)
6.	Date Exercisable and Expiration Date (Month/Day/Year)		7.	Title and Amount of Underlying Securities (Instr. 3 and 4)		8.	Price of Derivative Security (Instr. 5)	9.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)		10.	Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)
	Date Exercisable	Expiration Date		Title	Amount or Number of Shares
	(1)	12/10/03								10,000		D
	(2)	12/8/05								30,000		D
	(3)	12/12/07								20,000		D
	(4)	12/11/08								20,000		D
	(5)	12/17/09								25,000		D
	(6)	12/15/10								60,000		D
	(7)	12/14/11								50,000		D

Explanation of Responses:

Options vest in four equal annual installments beginning one year from date of grant: (1) 12/10/93 (2) 12/8/95 (3) 12/12/97 (4) 12/11/98 (5) 12/17/99 (6) 12/15/00 (7) 12/14/01

/s/ Stewart S. Hudnut	December 20, 2002
**Signature of Reporting Person	Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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