W.W. Grainger (GWW)

Supplemental Profit Sharing Plan.

On December 14, 2005, the Company’s Board of Directors approved a new supplemental profit sharing plan, known as the W.W. Grainger, Inc. Supplemental Profit Sharing Plan II (the “SPSP II”). The SPSP II is substantially the same as the W.W. Grainger, Inc. Supplemental Profit Sharing Plan currently maintained by the Company and set forth as Exhibit 10(viii) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, except that the SPSP II contains provisions which are intended to comply with the new requirements of Internal Revenue Code Section 409A. The primary changes from the existing plan are the requirements that payouts begin no earlier than six months after a participant’s termination of employment and that an irrevocable election as to the form of payout be made upon a participant’s entry into the plan. The existing plan will continue to govern participants’ benefits that were earned and vested as of December 31, 2004, and the SPSP II will govern benefits that are earned and/or become vested on and after January 1, 2005.

On December 14, 2005, the Company amended its Business Conduct Guidelines, which constitute the Company’s code of ethics for all employees. The amendment added language specifically calling for compliance with the U.S. Foreign Corrupt Practices Act to the Guideline which addresses international business conduct. The Company’s Business Conduct Guidelines are posted on its website. As indicated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, the Company intends to post on its website amendments to and waivers from the provisions of the Business Conduct Guidelines that are otherwise required to be disclosed pursuant to this Item.

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.

W.W. GRAINGER, INC