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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * LOIZZO LARRY J   2. Issuer Name and Ticker or Trading Symbol GRAINGER W W INC [GWW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 100 GRAINGER PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 04/27/2005 (Street) LAKE FOREST, IL 60045-5201 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 Securities Beneficially Owned Following Reported Transaction(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 04/27/2005   A   3,000 (1) A $ 0 27,000 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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)

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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option

$ 33.75

04/24/1999

04/23/2006

Common Stock

4,000

4,000

D

Option

$ 35.4375

08/07/1999

08/06/2006

Common Stock

4,440

4,440

D

Option

$ 37.25

04/30/2000

04/29/2007

Common Stock

8,060

8,060

D

Option

$ 51.6875

04/29/2001

04/28/2008

Common Stock

7,180

7,180

D

Option

$ 48.625

04/28/2002

04/27/2009

Common Stock

8,790

8,790

D

Option

$ 42.8125

03/01/2003

02/28/2010

Common Stock

760

760

D

Option

$ 43.5

04/26/2003

04/25/2010

Common Stock

10,120

10,120

D

Option

$ 37.5

04/25/2004

04/24/2011

Common Stock

15,600

15,600

D

Option

$ 54.61

04/24/2005

04/23/2012

Common Stock

15,000

15,000

D

Option

$ 45.5

04/30/2006

04/29/2013

Common Stock

15,000

15,000

D

Option

$ 54.14

04/28/2007

04/27/2014

Common Stock

15,000

15,000

D

Option

$ 52.29

04/27/2005

A

9,000

04/27/2008

04/26/2015

Common Stock

9,000

$ 0

9,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LOIZZO LARRY J 100 GRAINGER PARKWAY LAKE FOREST, IL 60045-5201			Senior Vice President

Signatures

L. M. Trusdell, as attorney-in-fact		04/29/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Award of restricted stock units to be settled after vesting by the delivery of unrestricted shares of common stock on a one-for-one basis.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.