Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  CHEN YC
 2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2007		 3. Issuer Name and Ticker or Trading Symbol
GRAINGER W W INC [GWW]
(Last)
(First)
(Middle)
100 GRAINGER PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Group President
 5. If Amendment, Date Original Filed(Month/Day/Year)
01/03/2007
(Street)

LAKE FOREST, IL 60045-5201		 6. Individual or Joint/Group Filing(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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 34,350
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option 04/28/2002 04/27/2009 Common Stock 5,750 $ 48.625 D  
Option 03/01/2003 02/28/2010 Common Stock 1,950 $ 42.8125 D  
Option 04/26/2003 04/25/2010 Common Stock 7,100 $ 43.5 D  
Option   (1) 04/25/2010 Common Stock 1,070 $ 43.5 D  
Option 04/25/2007 04/24/2011 Common Stock 710 $ 37.5 D  
Option 04/25/2004 04/24/2011 Common Stock 10,000 $ 37.5 D  
Option 04/24/2005 04/23/2012 Common Stock 10,000 $ 54.61 D  
Option 04/30/2006 04/29/2013 Common Stock 20,000 $ 45.5 D  
Option 04/28/2007 04/27/2014 Common Stock 13,100 $ 54.14 D  
Option 04/27/2008 04/26/2015 Common Stock 13,100 $ 52.29 D  
Option 04/26/2009 04/25/2016 Common Stock 8,000 $ 76.61 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHEN YC
100 GRAINGER PARKWAY
LAKE FOREST, IL 60045-5201		       Group President  

Signatures

L. M. Trusdell, as attorney-in-fact 01/03/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Exercisable in four equal annual installments beginning 4/26/2001.
 
Remarks:
The sole reason for the amendment is that the Power of Attorney was not attached to the original filing.



Exhibit List: Exhibit 24 - Power of Attorney

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