W.W. Grainger (GWW)

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

A copy of the Company’s press release announcing (among other things) the election of Mr. Ryan to the above-mentioned position is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the Company’s press release announcing (among other things) the election of Mr. Keyser to the above-mentioned position is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(c) As further described below, effective as of March 13, 2008, W.W. Grainger, Inc. (the “Company”) has elected Gregory S. Irving as the Principal Accounting Officer of the Company.

Gregory S. Irving, 49, was appointed the Company’s Vice President and Controller as of March 1, 2008. He is responsible for all of Grainger’s corporate accounting, financial reporting, financial systems, planning and analysis, and corporate tax activities.

Since September 2004, Mr. Irving served as Vice President, Finance, for Acklands – Grainger Inc., where he oversaw all of Acklands – Grainger’s finance function, including accounting, financial reporting, inventory and cost accounting, and financial planning and analysis. In 2002, Mr. Irving became Grainger’s Vice President, Financial Services, responsible for Customer Financial Services, Accounts Payable, Contract Administration and the Employee Systems groups. A certified public accountant, Mr. Irving joined Grainger in 1999 as Director of Internal Audit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 13, 2008

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Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(c) On April 27, 2006, the Company’s Board of Directors elected James T. Ryan, age 47, as President of the Company effective on that date. Mr. Ryan was previously Group President of the Company, a position he had occupied since April 2004. Before assuming the Group President position, he was the Company’s Executive Vice President, Marketing, Sales and Service, a position to which he was first elected in April 2002, and Executive Vice President, Marketing and Sales, a position to which he was first elected in June 2001. Since joining the Company in 1980, Mr. Ryan has served Grainger in increasingly responsible roles, including President, grainger.com and President, Grainger Parts. A copy of the Company’s press release announcing Mr. Ryan’s election is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) On February 21, 2006, the Company’s Board of Directors appointed a new director, Michael J. Roberts, after increasing the number of directors from eleven to twelve. Mr. Roberts will serve on the Company’s Board Affairs and Nominating Committee and on its Compensation Committee. There is no arrangement or understanding between Mr. Roberts and any other person pursuant to which he was selected as a director, and there are no related party transactions between Mr. Roberts and the Company. A copy of the Company’s press release announcing Mr. Roberts’ appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Janiece S. Webb, who has served as a member of the Company’s Board of Directors since 1995, has decided that she does not wish to stand for reelection at the Company’s annual meeting to be held April 27, 2005. Also deciding that he will not stand for reelection at the annual meeting is Frederick A. Krehbiel, who first became a director in 2001. Ms. Webb and Mr. Krehbiel notified the Board of their decisions at the Board’s meeting on February 23, 2005. Neither decision was because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

SIGNATURES

             Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 23, 2005

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