SEC Form 4
FORM 4

[  ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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1. Name and Address of Reporting Person*
McCarter, Jr., John W.
(Last)                      (First)                      (Middle)
100 Grainger Parkway
(Street)
Lake Forest,    IL   60045-5201
(City)                      (State)                      (Zip)
2. Issuer Name
and Ticker or Trading Symbol

W.W. Grainger, Inc.
GWW
3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)
4. Statement for
    (Month/Day/Year

03/01/2003

5. If Amendment,
    Date of Original
    (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X Director      10% Owner
   Officer (give title below)        Other (specify below)

Description          
7. Individual or Joint/Group
    Filing (Check Applicable Line)

X   Form filed by One Reporting Person
     Form filed by More than One Reporting Person

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 Following
    Reported Transaction(s)

    (Instr. 3 and 4)
6. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)
7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)
Code
V
Amount
A/D
Price
Common Stock
11,120
D


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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
    Expiration Date(ED)
    (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
    Following
    Reported
    Transaction(s)
    (Instr.4) 		10. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4) 		11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)
Code
V
A
D
DE
ED
Title
Amount or Number of Shares
Stock Option $37.25
             
4/30/2000
4/29/2007
Common Stock
2,200
2,200
D
Stock Option $51.6875
             
4/29/2001
4/28/2008
Common Stock
1,460
1,460
D
Stock Option $48.625
             
4/28/1999
4/27/2009
Common Stock
1,860
1,860
D
Stock Option $43.50
             
4/26/2000
4/25/2010
Common Stock
2,070
2,070
D
Stock Option $37.50
             
4/25/2001
4/24/2011
Common Stock
2,400
2,400
D
Stock Option $54.61
             
4/24/2002
4/23/2012
Common Stock
1,650
1,650
D
Stock Units 1-for-1 03/01/2003
A
16       
(01)
(01)
Common Stock
16
$46.03
4,106
D

Explanation of Responses:

 
(01) The Stock Units are expected to settle in cash following termination of service as a director.
By: Date:
/s/ K. S. Kirsner 03/03/2003
as attorney-in-fact
** Signature of Reporting Person
SEC 1474 (9-02)


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not
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Additional Information Reported For This Form
Name and Address of Reporting Person*
McCarter, Jr., John W.
(Last)                      (First)                      (Middle)
100 Grainger Parkway
(Street)
Lake Forest,    IL   60045-5201
(City)                      (State)                      (Zip)
Issuer Name
and Ticker or Trading Symbol

W.W. Grainger, Inc.
GWW
Statement for
(Month/Day/Year)

03/01/2003
 
POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints each of John L. Howard, Kenneth S. Kirsner, and Aimee Nolan, signing singly, the undersigned's true and lawful attorney-in-fact to:

        (1)        execute for and on behalf of the undersigned Forms 3, 4, 5, and 144 relating to equity securities of W.W. Grainger, Inc. (the "Company") in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Rule 144 under the Securities Act of 1933;

        (2)        do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete any such Form 3, 4, 5, or 144 and timely file the same with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

        (3)        take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act of 1933.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, and 144 with respect to the undersigned's holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 31st day of August, 2002.

        /s/ John W. McCarter, Jr.