Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hartnett John R.
 2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2012		 3. Issuer Name and Ticker or Trading Symbol
ILLINOIS TOOL WORKS INC [ITW]
(Last)
(First)
(Middle)
ILLINOIS TOOL WORKS INC., 3600 WEST LAKE AVE.		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GLENVIEW, IL 60026		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,757
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option 12/10/2005 12/10/2014 Common Stock 6,000 $ 47.13 D  
Employee Stock Option 02/01/2007 02/01/2016 Common Stock 6,000 $ 42.08 D  
Employee Stock Option 02/09/2008 02/09/2017 Common Stock 8,000 $ 51.6 D  
Employee Stock Option 02/08/2009 02/08/2018 Common Stock 15,000 $ 48.51 D  
Employee Stock Option 02/13/2010(1) 02/13/2019 Common Stock 13,007 $ 35.12 D  
Employee Stock Option 02/12/2011(1) 02/12/2020 Common Stock 13,889 $ 43.64 D  
Employee Stock Option 02/11/2012(1) 02/11/2021 Common Stock 11,750 $ 55.81 D  
Employee Stock Option 02/10/2013(1) 02/10/2022 Common Stock 13,066 $ 55.71 D  
Restricted Stock Unit (2)   (3)   (3) Common Stock 1,526 $ 0 D  
Restricted Stock Unit (4)   (3)   (3) Common Stock 1,559 $ 0 D  
Restricted Stock Unit (5)   (3)   (3) Common Stock 1,616 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hartnett John R.
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVE.
GLENVIEW, IL 60026		       Executive Vice President  

Signatures

John R. Hartnett, by Maria C. Green, Senior Vice President, General Counsel & Secretary, Attorney-In-Fact on File 05/17/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Options vest in four (4) equal annual installments beginning one year from date of grant.
(2) Restricted Stock Units (RSUs) granted 2/12/10.
(3) Each RSU represents a contingent right to receive one share of the Company's common stock and vests 100% three years from the date of grant.
(4) Restricted Stock Units (RSUs) granted 2/11/11.
(5) Restricted Stock Units (RSUs) granted 2/10/12.

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