As filed with the Securities and Exchange Commission on September 18, 2001
                                                 Registration No. 333-_________
     ==========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                       ------------------------------
                                  FORM S-8
                           Registration Statement
                                    Under
                         The Securities Act of 1933
                       ------------------------------
                          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 West Lake Avenue
                        Glenview, Illinois 60025-5811
                  (Address of principal executive offices)

                 ITW BARGAINING SAVINGS AND INVESTMENT PLAN
                            (Full title of plan)

                           STEWART S. HUDNUT, ESQ.
             SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
                          ILLINOIS TOOL WORKS INC.
                            3600 WEST LAKE AVENUE
                        GLENVIEW, ILLINOIS 60025-5811
                   (Name and address of agent for service)
                               (847) 724-7500
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:
                            EDWARD SPACAPAN, JR.
                            SCHIFF HARDIN & WAITE
                              6600 SEARS TOWER
                        CHICAGO, ILLINOIS 60606-6473
                               (312) 258-5500
                       ------------------------------
   <TABLE>
   <CAPTION>                                   CALCULATION OF REGISTRATION FEE
                                                                      Proposed            Proposed
                                                   Amount             Maximum              Maximum          Amount of
                                                    to be             Offering            Aggregate        Registration
     Title of Securities to be Registered        Registered        Price Per Share     Offering Price          Fee
     ------------------------------------        ----------        ---------------     --------------      ------------
     <S>                                         <C>               <C>                 <C>                 <C>
     Common Stock, $.01 par value (1)            15,000(2)            $59.68(3)           $895,200           $223.80
     ------------------------------------------------------------------------------------------------------------------
     (1)      Pursuant to Rule 416(c) under the Securities Act of 1933, the Registration Statement also covers an
              indeterminate amount of plan interests to be offered or sold pursuant to the ITW Bargaining Savings and
              Investment Plan.
     (2)      Together with an indeterminable number of additional securities in order to adjust the number of securities
              reserved for issuance pursuant to the plan as the result of a stock split, stock dividend or similar
              transaction affecting the Common Stock, pursuant to Rule 416(a) and (b) under the Securities Act.
     (3)      Computed pursuant to Rule 457(c) and (h)(1) under the Securities Act solely for the purpose of calculating
              the registration fee based on the average of the high and low prices of the Common Stock reported on the New
              York Stock Exchange on September 10, 2001.
     </TABLE>







                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        Illinois Tool Works Inc. (the "Registrant" or "ITW") and the ITW
   Bargaining Savings and Investment Plan (the "Plan") incorporate herein
   by reference the following documents, as filed with the Securities and
   Exchange Commission:

        (1)  The Registrant's Annual Report on Form 10-K for the year
             ended December 31, 2000, and the Registrant's Quarterly
             Reports on Form 10-Q for the quarters ended March 31, 2001
             and June 30, 2001;

        (2)  The Registrant's definitive proxy statement filed pursuant
             to Section 14 of the Securities Exchange Act of 1934 (the
             "Exchange Act") in connection with the 2001 annual meeting
             of its stockholders; and

        (3)  The description of the Registrant's Common Stock, which was
             filed as Exhibit 99 to its Quarterly Report on Form 10-Q for
             the quarter ended March 31, 1997, including any amendment or
             report filed with the Securities and Exchange Commission for
             the purpose of updating that description.

        All documents filed by the Registrant or the Plan pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to
   the date hereof and prior to the filing of a post-effective amendment
   that indicates that all of the securities offered hereby have been
   sold or that deregisters all such securities remaining unsold shall be
   deemed to be incorporated by reference herein and to be part hereof
   from the date of filing such documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        As of April 25, 2001, Stewart S. Hudnut, Senior Vice
   President, General Counsel & Secretary of the Registrant, who is
   delivering the opinion attached hereto as Exhibit 5, owns 11,156 shares
   of the Registrant's Common Stock directly and 798 shares indirectly
   through the ITW Savings and Investment Plan.  Mr. Hudnut also holds
   options to acquire an additional 81,250 shares of Common Stock.

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law ("DGCL")
   permits a Delaware corporation to indemnify directors and officers

                                      2







   under certain circumstances.  ITW's restated certificate of
   incorporation and by-laws provide that ITW shall, subject to certain
   limitations, indemnify its directors and officers against expenses
   (including attorneys' fees, judgments, fines and certain settlements)
   actually and reasonably incurred by them in connection with any suit
   or proceeding to which they are a party so long as they acted in good
   faith and in a manner reasonably believed to be in or not opposed to
   the best interests of the corporation, and, with respect to a criminal
   action or proceeding, so long as they had no reasonable cause to
   believe their conduct to have been unlawful.

        Section 102 of the DGCL permits a Delaware corporation to include
   in its certificate of incorporation a provision eliminating or
   limiting a director's liability to a corporation or its stockholders
   for monetary damages for breaches of fiduciary duty.  DGCL Section 102
   provides, however, that liability for breaches of the duty of loyalty,
   acts or omissions not in good faith or involving intentional
   misconduct, or knowing violation of the law, and the unlawful purchase
   or redemption of stock or payment of unlawful dividends or the receipt
   of improper personal benefits cannot be eliminated or limited in this
   manner.  ITW's restated certificate of incorporation includes a
   provision that eliminates, to the fullest extent permitted, director
   liability for monetary damages for breaches of fiduciary duty.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The exhibits filed herein or incorporated by reference herein are
   set forth in the Exhibit Index filed as part of this registration
   statement.  The Registrant has received from the Internal Revenue
   Service ("IRS") a determination that the Plan is qualified under
   Section 401 of the Internal Revenue Code of 1986, as amended and the
   Registrant will make all changes required by the IRS in order to
   continue to qualify the Plan.

   ITEM 9.   UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:

             (i)    To include any prospectus required by Section
        10(a)(3) of the Securities Act of 1933;

             (ii)   To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change

                                      3







        in the information set forth in the registration statement.
        Notwithstanding the foregoing, any increase or decrease in volume
        of securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum
        offering range may be reflected in the form of a prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate,
        the changes in volume and price represent no more than a 20
        percent change in the maximum aggregate offering price set forth
        in the "Calculation of Registration Fee" table in the effective
        registration statement; and

             (iii)  To include any material information with respect to
        the plan of distribution not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;

   PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
   the information required to be included in a post-effective amendment
   by those paragraphs is contained in periodic reports filed with or
   furnished to the Commission by the Registrant pursuant to Section 13
   or 15(d) of the Securities Exchange Act of 1934 that are incorporated
   by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement  relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
   is incorporated by reference in the registration statement shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification
   is against public policy as expressed in the Act and is, therefore,

                                      4







   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Registrant of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or controlling
   person in connection with the securities being registered, the
   Registrant will, unless in the opinion of its counsel the matter has
   been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question whether such indemnification by
   it is against public policy as expressed in the Act and will be
   governed by the final adjudication of such issue.










































                                      5







                                 SIGNATURES


        THE REGISTRANT.  Pursuant to the requirements of the Securities
   Act, the Registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8
   and has duly caused this Registration Statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in the City of
   Glenview, State of Illinois, on September 14, 2001.

                                 ILLINOIS TOOL WORKS INC.


                                 By: /s/ Stewart S. Hudnut
                                 ------------------------------------
                                      Stewart S. Hudnut,
                                      Senior Vice President,
                                      General Counsel & Secretary


                              POWER OF ATTORNEY

        Each of the undersigned officers and directors of the Registrant
   hereby constitutes and appoints W. James Farrell, Jon C. Kinney, John
   Karpan and Stewart S. Hudnut and each of them, his true and lawful
   attorneys with full power to them and to each of them singly, to sign,
   in any and all capacities, any and all amendments to this Registration
   Statement, including post-effective amendments, to file the same with
   all exhibits thereto, and other documents in connection therewith,
   with the Commission under the Securities Act.  Pursuant to the
   requirements of the Securities Act, this Registration Statement has
   been signed by the following persons in the capacities indicated on
   September 14, 2001.

   <TABLE>
   <CAPTION>
                      SIGNATURE                                  TITLE
                      ---------                                  -----
     <S>                                                <C>
     /s/ W. James Farrell
     -----------------------------------------          Chairman and Chief Executive Officer and Director
     W. James Farrell                                   (Principal Executive Officer)


     /s/ Jon C. Kinney                                  Senior Vice President and Chief Financial Officer
     -----------------------------------------          (Principal Financial and Accounting Officer)
     Jon C. Kinney


     /s/ William F. Aldinger III
     -----------------------------------------          Director
     William F. Aldinger III

                                                                6







                      SIGNATURE                                  TITLE
                      ---------                                  -----


     /s/ Michael J. Birck
     -----------------------------------------          Director
     Michael J. Birck


     -----------------------------------------          Director
     Marvin D. Brailsford


     /s/ James R. Cantalupo
     -----------------------------------------          Director
     James R. Cantalupo


     -----------------------------------------          Director
     Susan Crown


     /s/ H. Richard Crowther
     ------------------------------------------         Director
     H. Richard Crowther


     /s/  Don H. Davis, Jr.
     ------------------------------------------         Director
     Don H. Davis, Jr.


     /s/ Robert C. McCormack
     ------------------------------------------         Director
     Robert C. McCormack


     /s/ Phillip B. Rooney
     ------------------------------------------         Director
     Phillip B. Rooney


     /s/ Harold B. Smith
     ------------------------------------------         Director
      Harold B. Smith
     </TABLE>





                                                                7







        THE PLAN.  Pursuant to the requirements of the Securities Act,
   the Plan has duly caused this Registration Statement to be signed on
   its behalf by the undersigned, thereunto duly authorized, in the City
   of Glenview, State of Illinois, on September 14, 2001.

                                 ITW BARGAINING SAVINGS AND
                                 INVESTMENT PLAN

                                 By: Employee Benefits Committee
                                 of Illinois Tool Works Inc.


                                 By:  /s/ John Karpan
                                      ----------------------------------
                                      John Karpan, Member of Employee
                                      Benefits Committee and Senior Vice
                                      President Human Resources




































                                      8







                                EXHIBIT INDEX
                                -------------


   EXHIBIT NUMBER                DESCRIPTION
   --------------                -----------

        5                        Opinion of Stewart S. Hudnut, Senior
                                 Vice President, General Counsel &
                                 Secretary regarding the validity of
                                 Common Stock being registered.

        23.1                     Consent of Arthur Andersen LLP.

        23.2                     Consent of Ernst & Young LLP.

        23.3                     Consent of Stewart S. Hudnut (contained
                                 in opinion filed as Exhibit 5).

        24                       Powers of Attorney of directors and
                                 certain officers of the Registrant are
                                 included on the signature page.































                                      9
[{"type": "S-8", "sequence": "1", "filename": "x918fms8.txt", "secsgml_size_bytes": 18858}]
{"company-data": {"conformed-name": "ILLINOIS TOOL WORKS INC", "cik": "0000049826", "assigned-sic": "3560", "irs-number": "361258310", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69542", "film-number": "1739492"}, "business-address": {"street1": "3600 W LAKE AVE", "city": "GLENVIEW", "state": "IL", "zip": "60025-5811", "phone": "8476574106"}, "mail-address": {"street1": "3600 WEST LAKE AVENUE", "city": "GLENVIEW", "state": "IL", "zip": "60025-5811"}}
As filed with the Securities and Exchange Commission on September 18, 2001
                                                 Registration No. 333-_________
     ==========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                       ------------------------------
                                  FORM S-8
                           Registration Statement
                                    Under
                         The Securities Act of 1933
                       ------------------------------
                          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 West Lake Avenue
                        Glenview, Illinois 60025-5811
                  (Address of principal executive offices)

                 ITW BARGAINING SAVINGS AND INVESTMENT PLAN
                            (Full title of plan)

                           STEWART S. HUDNUT, ESQ.
             SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
                          ILLINOIS TOOL WORKS INC.
                            3600 WEST LAKE AVENUE
                        GLENVIEW, ILLINOIS 60025-5811
                   (Name and address of agent for service)
                               (847) 724-7500
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:
                            EDWARD SPACAPAN, JR.
                            SCHIFF HARDIN & WAITE
                              6600 SEARS TOWER
                        CHICAGO, ILLINOIS 60606-6473
                               (312) 258-5500
                       ------------------------------
CALCULATION OF REGISTRATION FEE
                                                                      Proposed            Proposed
                                                   Amount             Maximum              Maximum          Amount of
                                                    to be             Offering            Aggregate        Registration
     Title of Securities to be Registered        Registered        Price Per Share     Offering Price          Fee
     ------------------------------------        ----------        ---------------     --------------      ------------
Common Stock, $.01 par value (1)            15,000(2)            $59.68(3)           $895,200           $223.80
     ------------------------------------------------------------------------------------------------------------------
     (1)      Pursuant to Rule 416(c) under the Securities Act of 1933, the Registration Statement also covers an
              indeterminate amount of plan interests to be offered or sold pursuant to the ITW Bargaining Savings and
              Investment Plan.
     (2)      Together with an indeterminable number of additional securities in order to adjust the number of securities
              reserved for issuance pursuant to the plan as the result of a stock split, stock dividend or similar
              transaction affecting the Common Stock, pursuant to Rule 416(a) and (b) under the Securities Act.
     (3)      Computed pursuant to Rule 457(c) and (h)(1) under the Securities Act solely for the purpose of calculating
              the registration fee based on the average of the high and low prices of the Common Stock reported on the New
              York Stock Exchange on September 10, 2001.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        Illinois Tool Works Inc. (the "Registrant" or "ITW") and the ITW
   Bargaining Savings and Investment Plan (the "Plan") incorporate herein
   by reference the following documents, as filed with the Securities and
   Exchange Commission:

        (1)  The Registrant's Annual Report on Form 10-K for the year
             ended December 31, 2000, and the Registrant's Quarterly
             Reports on Form 10-Q for the quarters ended March 31, 2001
             and June 30, 2001;

        (2)  The Registrant's definitive proxy statement filed pursuant
             to Section 14 of the Securities Exchange Act of 1934 (the
             "Exchange Act") in connection with the 2001 annual meeting
             of its stockholders; and

        (3)  The description of the Registrant's Common Stock, which was
             filed as Exhibit 99 to its Quarterly Report on Form 10-Q for
             the quarter ended March 31, 1997, including any amendment or
             report filed with the Securities and Exchange Commission for
             the purpose of updating that description.

        All documents filed by the Registrant or the Plan pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to
   the date hereof and prior to the filing of a post-effective amendment
   that indicates that all of the securities offered hereby have been
   sold or that deregisters all such securities remaining unsold shall be
   deemed to be incorporated by reference herein and to be part hereof
   from the date of filing such documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        As of April 25, 2001, Stewart S. Hudnut, Senior Vice
   President, General Counsel & Secretary of the Registrant, who is
   delivering the opinion attached hereto as Exhibit 5, owns 11,156 shares
   of the Registrant's Common Stock directly and 798 shares indirectly
   through the ITW Savings and Investment Plan.  Mr. Hudnut also holds
   options to acquire an additional 81,250 shares of Common Stock.

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law ("DGCL")
   permits a Delaware corporation to indemnify directors and officers

                                      2

   under certain circumstances.  ITW's restated certificate of
   incorporation and by-laws provide that ITW shall, subject to certain
   limitations, indemnify its directors and officers against expenses
   (including attorneys' fees, judgments, fines and certain settlements)
   actually and reasonably incurred by them in connection with any suit
   or proceeding to which they are a party so long as they acted in good
   faith and in a manner reasonably believed to be in or not opposed to
   the best interests of the corporation, and, with respect to a criminal
   action or proceeding, so long as they had no reasonable cause to
   believe their conduct to have been unlawful.

        Section 102 of the DGCL permits a Delaware corporation to include
   in its certificate of incorporation a provision eliminating or
   limiting a director's liability to a corporation or its stockholders
   for monetary damages for breaches of fiduciary duty.  DGCL Section 102
   provides, however, that liability for breaches of the duty of loyalty,
   acts or omissions not in good faith or involving intentional
   misconduct, or knowing violation of the law, and the unlawful purchase
   or redemption of stock or payment of unlawful dividends or the receipt
   of improper personal benefits cannot be eliminated or limited in this
   manner.  ITW's restated certificate of incorporation includes a
   provision that eliminates, to the fullest extent permitted, director
   liability for monetary damages for breaches of fiduciary duty.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The exhibits filed herein or incorporated by reference herein are
   set forth in the Exhibit Index filed as part of this registration
   statement.  The Registrant has received from the Internal Revenue
   Service ("IRS") a determination that the Plan is qualified under
   Section 401 of the Internal Revenue Code of 1986, as amended and the
   Registrant will make all changes required by the IRS in order to
   continue to qualify the Plan.

   ITEM 9.   UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:

             (i)    To include any prospectus required by Section
        10(a)(3) of the Securities Act of 1933;

             (ii)   To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change

                                      3

        in the information set forth in the registration statement.
        Notwithstanding the foregoing, any increase or decrease in volume
        of securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum
        offering range may be reflected in the form of a prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate,
        the changes in volume and price represent no more than a 20
        percent change in the maximum aggregate offering price set forth
        in the "Calculation of Registration Fee" table in the effective
        registration statement; and

             (iii)  To include any material information with respect to
        the plan of distribution not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;

   PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
   the information required to be included in a post-effective amendment
   by those paragraphs is contained in periodic reports filed with or
   furnished to the Commission by the Registrant pursuant to Section 13
   or 15(d) of the Securities Exchange Act of 1934 that are incorporated
   by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement  relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
   is incorporated by reference in the registration statement shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification
   is against public policy as expressed in the Act and is, therefore,

                                      4

   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Registrant of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or controlling
   person in connection with the securities being registered, the
   Registrant will, unless in the opinion of its counsel the matter has
   been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question whether such indemnification by
   it is against public policy as expressed in the Act and will be
   governed by the final adjudication of such issue.

                                      5

                                 SIGNATURES

        THE REGISTRANT.  Pursuant to the requirements of the Securities
   Act, the Registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8
   and has duly caused this Registration Statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in the City of
   Glenview, State of Illinois, on September 14, 2001.

                                 ILLINOIS TOOL WORKS INC.

                                 By: /s/ Stewart S. Hudnut
                                 ------------------------------------
                                      Stewart S. Hudnut,
                                      Senior Vice President,
                                      General Counsel & Secretary

                              POWER OF ATTORNEY

        Each of the undersigned officers and directors of the Registrant
   hereby constitutes and appoints W. James Farrell, Jon C. Kinney, John
   Karpan and Stewart S. Hudnut and each of them, his true and lawful
   attorneys with full power to them and to each of them singly, to sign,
   in any and all capacities, any and all amendments to this Registration
   Statement, including post-effective amendments, to file the same with
   all exhibits thereto, and other documents in connection therewith,
   with the Commission under the Securities Act.  Pursuant to the
   requirements of the Securities Act, this Registration Statement has
   been signed by the following persons in the capacities indicated on
   September 14, 2001.
SIGNATURE                                  TITLE
                      ---------                                  -----
/s/ W. James Farrell
     -----------------------------------------          Chairman and Chief Executive Officer and Director
     W. James Farrell                                   (Principal Executive Officer)

     /s/ Jon C. Kinney                                  Senior Vice President and Chief Financial Officer
     -----------------------------------------          (Principal Financial and Accounting Officer)
     Jon C. Kinney

     /s/ William F. Aldinger III
     -----------------------------------------          Director
     William F. Aldinger III

                                                                6

                      SIGNATURE                                  TITLE
                      ---------                                  -----

     /s/ Michael J. Birck
     -----------------------------------------          Director
     Michael J. Birck

     -----------------------------------------          Director
     Marvin D. Brailsford

     /s/ James R. Cantalupo
     -----------------------------------------          Director
     James R. Cantalupo

     -----------------------------------------          Director
     Susan Crown

     /s/ H. Richard Crowther
     ------------------------------------------         Director
     H. Richard Crowther

     /s/  Don H. Davis, Jr.
     ------------------------------------------         Director
     Don H. Davis, Jr.

     /s/ Robert C. McCormack
     ------------------------------------------         Director
     Robert C. McCormack

     /s/ Phillip B. Rooney
     ------------------------------------------         Director
     Phillip B. Rooney

     /s/ Harold B. Smith
     ------------------------------------------         Director
      Harold B. Smith
7

        THE PLAN.  Pursuant to the requirements of the Securities Act,
   the Plan has duly caused this Registration Statement to be signed on
   its behalf by the undersigned, thereunto duly authorized, in the City
   of Glenview, State of Illinois, on September 14, 2001.

                                 ITW BARGAINING SAVINGS AND
                                 INVESTMENT PLAN

                                 By: Employee Benefits Committee
                                 of Illinois Tool Works Inc.

                                 By:  /s/ John Karpan
                                      ----------------------------------
                                      John Karpan, Member of Employee
                                      Benefits Committee and Senior Vice
                                      President Human Resources

                                      8

                                EXHIBIT INDEX
                                -------------

   EXHIBIT NUMBER                DESCRIPTION
   --------------                -----------

        5                        Opinion of Stewart S. Hudnut, Senior
                                 Vice President, General Counsel &
                                 Secretary regarding the validity of
                                 Common Stock being registered.

        23.1                     Consent of Arthur Andersen LLP.

        23.2                     Consent of Ernst & Young LLP.

        23.3                     Consent of Stewart S. Hudnut (contained
                                 in opinion filed as Exhibit 5).

        24                       Powers of Attorney of directors and
                                 certain officers of the Registrant are
                                 included on the signature page.

                                      9