W.W. Grainger (GWW)

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 2005

        The annual meeting of shareholders of W.W. Grainger, Inc. will be held at its headquarters at 100 Grainger Parkway, Lake Forest, Illinois (see map on previous page), on April 27, 2005, at 10 a.m. (CDT) for the following purposes:

1.

To elect ten directors for the ensuing year;



2.

To consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2005;



3.

To consider and act upon a proposal to approve the 2005 Incentive Plan, under which Grainger may provide equity and other awards to its employees; and



4.

To transact such other business as may properly come before the meeting and any adjournment thereof.

        The Board has fixed the close of business on March 7, 2005 as the record date for the meeting. Shareholders may vote either in person or by proxy.

        By order of the Board of Directors.

L. M. Trusdell
Corporate Secretary

Lake Forest, Illinois
March 18, 2005

W.W. Grainger, Inc.
100 Grainger Parkway
Lake Forest, Illinois 60045-5201
(847) 535-1000