As filed with the Securities and Exchange Commission on April 6, 1999.

                                                      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 of incorporation)                    (I.R.S. Employer Identification No.)

                              3600 West Lake Avenue
                          Glenview, Illinois 60025-5811
                    (Address of principal executive offices)

                            ILLINOIS TOOL WORKS INC.
                   NON-OFFICER DIRECTORS' FEE CONVERSION PLAN
                            (Full title of the Plan)

                             Stewart S. Hudnut, Esq.
               Senior Vice President, General Counsel & Secretary
                            Illinois Tool Works Inc.
                              3600 West Lake Avenue
                          Glenview, Illinois 60025-5811
                                 (847) 724-7500
            (Name, address and telephone number of agent for service)


                         CALCULATION OF REGISTRATION FEE

_______________________________________________________________________________
                                Proposed maximum Proposed maximum  Amount of
Title of each    Amount to be   offering price   aggregate         registration
class of         registered (1) per share (2)    offering          fee
securities to                                    price (2)
be registered
_______________________________________________________________________________

Common Stock
 $.01            50,000 shares  $61.19           $3,059,500.00     $850.54
_______________________________________________________________________________

         (1) In addition,  pursuant to Rule 416 promulgated under the Securities
Act of 1933 (the "Securities  Act") this  registration  statement also covers an
indeterminate  amount of additional  securities in order to adjust the number of
securities  reserved  for  issuance  pursuant to the plan as a result of a stock
split, stock dividend or similar transaction affecting the Common Stock.
         (2) 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 for April 1, 1999, as
reported  by The Wall Street  Journal  under New York Stock  Exchange  Composite
Transactions.



<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         Illinois Tool Works Inc. (the "Registrant")  incorporates herein by
reference the following documents,  as filed with the Securities and Exchange
Commission (the "Commission"):

         (i)   the  Registrant's  Annual  Report on Form  10-K for the year
ended December 31, 1998, and the current reports on Form 8-K filed with the
Commission on February 16, 1999 and March 3, 1999;

         (ii)  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 1999 annual meeting of its stockholders; and

         (iii) the  description  of the  Registrant's  capital  stock,  filed as
Exhibit 99 to the  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 1997 (Commission File No. 1-4797).

         All  documents  filed by the  Registrant  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,  which  indicates that all of the
securities  offered  hereby  have  been  sold  or  which  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.
         -------------------------

         The  Registrant's  Common Stock is  registered  under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         As of December 15,  1998,  Stewart S.  Hudnut,  Senior Vice  President,
General  Counsel & Secretary of the  Registrant,  who is delivering  the opinion
attached hereto as Exhibit 5, owns 6,000 shares of the Registrant's Common Stock
directly and 778 shares indirectly  through the ITW Savings and Investment Plan.
Mr. Hudnut also holds options to acquire an additional  105,450 shares of Common
Stock.
                                       1
<PAGE>

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  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 to this  Registration  Statement are listed in the Exhibit
Index.

Item 9.  Undertakings.
         ------------

         The undersigned Registrant hereby undertakes:

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

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

                 (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 in the information set forth
         in the  Registration  Statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total


                                       2
<PAGE>

         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 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% 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 (a)(1)(i)  and(a)(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 the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 (the  "Exchange  Act") that are  incorporated  by  reference  in the
Registration Statement.

              (2) That, for the purpose of determining  any liability  under the
Securities Act, 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 the 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.

         (b)  That,  for  purposes  of  determining   any  liability  under  the
Securities  Act,  each  filing of the  Registrant's  annual  report  pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       3

<PAGE>



                                   SIGNATURES

         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 April 6, 1999.

                                       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 April 6, 1999.

              Signature                               Capacity

  /s/ W. JAMES FARRELL                 Chairman and Chief Executive Officer and
------------------------------------   Director (Principal Executive Officer)
W. James Farrell


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


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



                                      S-1

<PAGE>


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


  /s/ MARVIN D. BRAILSFORD             Director
------------------------------------
Marvin D. Brailsford


  /s/ SUSAN CROWN                      Director
------------------------------------
Susan Crown


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


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


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


  /s/ HAROLD B. SMITH                  Director
------------------------------------
Harold B. Smith


  /s/ ORMAND J. WADE                   Director
------------------------------------
Ormand J. Wade



                                      S-2


<PAGE>

                                  EXHIBIT INDEX


                   4.1            Illinois Tool Works Inc. Non-officer
                                  Directors' Fee Conversion Plan.

                   4.2            Restated Certificate of Incorporation of
                                  Illinois Tool Works Inc., filed as Exhibit
                                  3(a) to the Registrant's Quarterly Report on
                                  Form 10-Q for the quarter ended March 31,
                                  1997, and incorporated herein by reference.

                   4.3            By-laws of Illinois Tool Works Inc., as
                                  amended, filed as Exhibit 3(b) to the
                                  Registrant's Annual Report on Form 10-K for
                                  the year ended December 31, 1998, and
                                  incorporated herein by reference.

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

                  23.1            Consent of Arthur Andersen LLP.

                  23.2            Consent of Stewart S. Hudnut (included in
                                  Exhibit 5).

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


                                      E-1
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16505}]
{"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": "333-75767", "film-number": "99588343"}, "business-address": {"street1": "3600 W LAKE AVE", "city": "GLENVIEW", "state": "IL", "zip": "60025-5811", "phone": "8477247500"}, "mail-address": {"street1": "3600 WEST LAKE AVENUE", "city": "GLENVIEW", "state": "IL", "zip": "60025-5811"}}
As filed with the Securities and Exchange Commission on April 6, 1999.

                                                      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 of incorporation)                    (I.R.S. Employer Identification No.)

                              3600 West Lake Avenue
                          Glenview, Illinois 60025-5811
                    (Address of principal executive offices)

                            ILLINOIS TOOL WORKS INC.
                   NON-OFFICER DIRECTORS' FEE CONVERSION PLAN
                            (Full title of the Plan)

                             Stewart S. Hudnut, Esq.
               Senior Vice President, General Counsel & Secretary
                            Illinois Tool Works Inc.
                              3600 West Lake Avenue
                          Glenview, Illinois 60025-5811
                                 (847) 724-7500
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

_______________________________________________________________________________
                                Proposed maximum Proposed maximum  Amount of
Title of each    Amount to be   offering price   aggregate         registration
class of         registered (1) per share (2)    offering          fee
securities to                                    price (2)
be registered
_______________________________________________________________________________

Common Stock
 $.01            50,000 shares  $61.19           $3,059,500.00     $850.54
_______________________________________________________________________________

         (1) In addition,  pursuant to Rule 416 promulgated under the Securities
Act of 1933 (the "Securities  Act") this  registration  statement also covers an
indeterminate  amount of additional  securities in order to adjust the number of
securities  reserved  for  issuance  pursuant to the plan as a result of a stock
split, stock dividend or similar transaction affecting the Common Stock.
         (2) 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 for April 1, 1999, as
reported  by The Wall Street  Journal  under New York Stock  Exchange  Composite
Transactions.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         Illinois Tool Works Inc. (the "Registrant")  incorporates herein by
reference the following documents,  as filed with the Securities and Exchange
Commission (the "Commission"):

         (i)   the  Registrant's  Annual  Report on Form  10-K for the year
ended December 31, 1998, and the current reports on Form 8-K filed with the
Commission on February 16, 1999 and March 3, 1999;

         (ii)  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 1999 annual meeting of its stockholders; and

         (iii) the  description  of the  Registrant's  capital  stock,  filed as
Exhibit 99 to the  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 1997 (Commission File No. 1-4797).

         All  documents  filed by the  Registrant  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,  which  indicates that all of the
securities  offered  hereby  have  been  sold  or  which  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.
         -------------------------

         The  Registrant's  Common Stock is  registered  under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         As of December 15,  1998,  Stewart S.  Hudnut,  Senior Vice  President,
General  Counsel & Secretary of the  Registrant,  who is delivering  the opinion
attached hereto as Exhibit 5, owns 6,000 shares of the Registrant's Common Stock
directly and 778 shares indirectly  through the ITW Savings and Investment Plan.
Mr. Hudnut also holds options to acquire an additional  105,450 shares of Common
Stock.
                                       1
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  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 to this  Registration  Statement are listed in the Exhibit
Index.

Item 9.  Undertakings.
         ------------

         The undersigned Registrant hereby undertakes:

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

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

                 (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 in the information set forth
         in the  Registration  Statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total

                                       2
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 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% 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 (a)(1)(i)  and(a)(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 the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 (the  "Exchange  Act") that are  incorporated  by  reference  in the
Registration Statement.

              (2) That, for the purpose of determining  any liability  under the
Securities Act, 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 the 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.

         (b)  That,  for  purposes  of  determining   any  liability  under  the
Securities  Act,  each  filing of the  Registrant's  annual  report  pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       3
SIGNATURES

         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 April 6, 1999.

                                       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 April 6, 1999.

              Signature                               Capacity

  /s/ W. JAMES FARRELL                 Chairman and Chief Executive Officer and
------------------------------------   Director (Principal Executive Officer)
W. James Farrell

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

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

                                      S-1
/s/ MICHAEL J. BIRCK                 Director
------------------------------------
Michael J. Birck

  /s/ MARVIN D. BRAILSFORD             Director
------------------------------------
Marvin D. Brailsford

  /s/ SUSAN CROWN                      Director
------------------------------------
Susan Crown

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

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

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

  /s/ HAROLD B. SMITH                  Director
------------------------------------
Harold B. Smith

  /s/ ORMAND J. WADE                   Director
------------------------------------
Ormand J. Wade

                                      S-2
EXHIBIT INDEX

                   4.1            Illinois Tool Works Inc. Non-officer
                                  Directors' Fee Conversion Plan.

                   4.2            Restated Certificate of Incorporation of
                                  Illinois Tool Works Inc., filed as Exhibit
                                  3(a) to the Registrant's Quarterly Report on
                                  Form 10-Q for the quarter ended March 31,
                                  1997, and incorporated herein by reference.

                   4.3            By-laws of Illinois Tool Works Inc., as
                                  amended, filed as Exhibit 3(b) to the
                                  Registrant's Annual Report on Form 10-K for
                                  the year ended December 31, 1998, and
                                  incorporated herein by reference.

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

                  23.1            Consent of Arthur Andersen LLP.

                  23.2            Consent of Stewart S. Hudnut (included in
                                  Exhibit 5).

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

                                      E-1