Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person *
SLAVIK JAMES D
 2. Issuer Name and Ticker or Trading Symbol
GRAINGER W W INC [GWW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

100 GRAINGER PARKWAY		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


LAKE FOREST, IL 60045-5201		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             1,079,542 D  
Common Stock 04/30/2005   J(1) 50,000 A $ 0 102,180 I See footnote (2)
Common Stock             1,044,490 I See footnote (3)
Common Stock             1,635,760 I See footnote (4)
Common Stock             205,879 I See footnote (5)
Common Stock             688 I See footnote (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Units               (8)   (8) Common Stock
24
  7,274
D
 
Stock Option $ 37.25           04/30/2000 04/29/2007 Common Stock
2,200
  2,200
D
 
Stock Option $ 51.6875           04/29/2001 04/28/2008 Common Stock
1,460
  1,460
D
 
Stock Option $ 48.625           04/28/1999 04/27/2009 Common Stock
1,860
  1,860
D
 
Stock Option $ 43.5           04/26/2000 04/25/2010 Common Stock
2,070
  2,070
D
 
Stock Option $ 37.5           04/25/2001 04/24/2011 Common Stock
2,400
  2,400
D
 
Stock Option $ 54.61           04/24/2002 04/23/2012 Common Stock
1,650
  1,650
D
 
Stock Option $ 45.5           04/30/2003 04/29/2013 Common Stock
1,980
  1,980
D
 
Stock Option $ 54.14           04/28/2004 04/27/2014 Common Stock
1,670
  1,670
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SLAVIK JAMES D
100 GRAINGER PARKWAY
LAKE FOREST, IL 60045-5201		   X      

Signatures

L. M. Trusdell, as attorney-in-fact 01/11/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On April 30, 2005, Mr. Slavik became a co-trustee of the Elmer and Joy Slavik Living Trust One with no consideration being paid.
(2) Shares held by trusts of which Mr. Slavik is a beneficiary and co-trustee.
(3) Shares held by or FBO Mr. Slavik's children. Mr. Slavik disclaims beneficial ownership of such shares.
(4) Shares held by corporation of which Mr. Slavik is a shareholder, director & officer. Mr. Slavik disclaims beneficial ownership of such shares.
(5) Shares held by trusts of which Mr. Slavik is a co-trustee. Mr. Slavik disclaims beneficial ownership of such shares.
(6) Shares held by Mr. Slavik's wife. Mr. Slavik disclaims beneficial ownership of such shares.
(7) 1-for-1
(8) The stock units are expected to settle in cash following termination of service as a director.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.