Exhibit 10.4



Exhibit 10.4 



TERMS OF THE OPTION GRANT 



     	(a.)	
          In the event of a stock dividend, stock split, reorganization or
          recapitalization, appropriate adjustment will be made in the number of shares
          subject to the option and in the option price per share. 


          



     	(b.)	
          The option period shall be for ten (10) years from the date of grant on
          __________ __, 20___. Accordingly, no options under this grant may be exercised
          after the close of business in Chicago on __________ __, 20___. No purchase of
          shares may be made under this option during the first year of the option period.
          During the second year of the option period, you shall have the right to
          purchase twenty-five percent (25%) of the total number of optioned shares, and
          in each of the next three (3) years an additional twenty-five percent (25%) of
          the total number of shares optioned hereunder. Such rights to exercise shall be
          cumulative and may be exercised in any succeeding year of the option period up
          to the extent vested but not exercised in a previous year or years. On
          __________ __, 20___, all rights under this agreement as to any shares covered
          by the option shall terminate. 


          



     	(c.)	
          The exercise price may be paid in cash, through the delivery of shares that you
          previously acquired through the exercise of an ITW option or otherwise and that
          you have held for at least six months, or by a combination of the foregoing. If
          you deliver previously acquired shares, you will automatically be granted an
          option to purchase additional shares of common stock equal to the number of
          shares delivered. The new option will have terms identical to the exercised
          option, except that the exercise price will not be less than the fair market
          value of ITW’s common stock on the new grant date. You also may elect to
          pay the minimum required tax withholdings resulting from your option exercise
          through the delivery of shares that you previously acquired through the exercise
          of an ITW option or by directing ITW to withhold option shares. 


          



     	(d.)	
          You shall have no voting, dividend or subscription rights except with respect to
          the shares which have been issued to you following your exercise of part or all
          of the option. Your rights under this option agreement may not be assigned or
          transferred, and during your lifetime the option shall be exercisable only by
          you personally except with respect to immediate family members, Trusts, and
          partnerships as provided for in Paragraph (F) of Section 13 of the Stock
          Incentive Plan as approved by the Stockholders on May 3, 1996. 


          



     	(e.)	
          If prior to __________ __, 20___, you terminate employment with the Company by
          reason of disability, as defined by the Company’s benefit plans, your
          option shall be fully vested and exercisable not later than the earlier of five
          years after the date of termination due to disability, or __________ __, 20____.
          If you die while in the employ of the Company, or (notwithstanding the previous
          sentence) after terminating by reason of disability, your option shall be fully
          vested and exercisable by your estate not later than the earliest of: (i.) two
          years after the date of death, or (ii.) five years after the date of termination
          due to disability, or (iii.) __________ __, 20___. 


          



     	(f.)	
          If you retire, as defined by the Company’s retirement plan, prior to
          __________ __, 20___, your option shall be fully vested and exercisable not
          later than the earlier of five years from the date of your retirement or
          __________ __, 20___. If you die after terminating employment by reason of
          retirement, your option shall be exercisable by your estate not later than the
          earliest of: (i.) two years after the date of death, or (ii.) five years after
          the date of retirement, or (iii.) __________ __, 20___. 


          



     	(g.)	
          If you terminate your employment for any reason other than death, retirement or
          disability, your options that were vested prior to termination and not
          previously exercised may be exercised by you during the three-month period
          commencing on the date of your termination but not later than __________ __,
          20___. If you die during this three-month period, the exercise period will be
          extended to the earlier of two years from the date of death or __________ __,
          20___. 


          



     	(h.)	
          Notwithstanding the foregoing, the Compensation Committee of the Board of
          Directors may, in its sole discretion, deem this option to be immediately
          forfeited if you are terminated for cause (as defined by the Committee), compete
          with the Company, or conduct yourself in a manner adversely affecting the
          Company. 


          



     	(i.)	
          The option is subject to the terms of the Illinois Tool Works Inc. Stock
          Incentive Plan. Any inconsistencies shall be resolved in favor of the Plan. 


          



     	(j.)	
          These options and the Plan should be construed in accordance with and governed
          by the laws of the State of Illinois, United States of America. 


          



The exercise of this option generally
results in ordinary income being recognized for tax purposes in an amount equal to the
excess of the market price at the time of exercise over the option price. 


		Received:___________________
		        
           (optionee's signature)
		
		Date:___________________