GRAINGER W W INC
8-K, 1999-12-07
DURABLE GOODS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                               -------------------

                        Date of Report: December 6, 1999

                               -------------------


                               W.W. GRAINGER, INC.
             (Exact name of registrant as specified in its charter)


       ILLINOIS                       1-5684                     36-1150280
(State or other jurisdiction    (Commission File No.)         (I.R.S. Employer
 of incorporation or                                         Identification No.)
    organization)


        100 Grainger Parkway
        Lake Forest, Illinois                          60045-5201
(Address of principal executive offices)               (Zip Code)


       Registrant's telephone number, including area code: (847) 535-1000


<PAGE>
Item 5.  Other Events.

On December 6, 1999, the Company  announced the decision of J.D. Fluno to retire
as Vice  Chairman  of the  Company,  effective  July 1, 2000,  after 31 years of
service.


Item 7.  Financial Statements and Exhibits.

Exhibit Index:

(c) Exhibits (numbered in accordance with Item 601 of Regulation S-K)      Page
                                                                           -----
    99.  Copy of news release issued by the Company on
         December 6, 1999.                                                  3-4


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.


                                           By: /s/ J. M. Baisley
                                           ------------------------------------
                                           J. M. Baisley, Senior Vice President,
                                           General Counsel, and Secretary



Date: December 6, 1999


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<PAGE>



                                                                      Exhibit 99

                                                             W.W. Grainger, Inc.
                                                            100 Grainger Parkway
                                                      Lake Forest, IL 60045-5201
                                                               Tel: 847.535.1000
                                                                www.grainger.com


 GRAINGER (R)                            NEWS RELEASE


 CONTACT:       Nancy A. Hobor           FOR IMMEDIATE RELEASE
                (847) 535-0065


           W.W. Grainger, Inc. Vice Chairman, Jere D. Fluno, to Retire


CHICAGO (December 6, 1999)--W.W.  Grainger,  Inc. announced the decision of Jere
D. Fluno to retire as the Company's Vice Chairman, effective July 1, 2000.

As  Vice  Chairman,   Mr.  Fluno  is  presently   responsible  for  all  of  the
administrative,  financial, human resources, legal, and real estate functions of
the Company. He is a member of the Office of the Chairman,  the Company's senior
executive  group, and has served on its Board of Directors since 1975. Mr. Fluno
will continue to serve as a Director of the Company.

Grainger  Chairman and Chief Executive Officer Richard L. Keyser said, "Jere has
played an important  leadership role and has made  significant  contributions to
Grainger. He has also been, and will continue to be, an important contributor to
his community and to higher education, especially his alma mater, the University
of Wisconsin."

Mr.  Fluno's  decision to retire  follows 31 years of service  with the Company.
Since joining  Grainger in 1969 as Controller,  Mr. Fluno has held the positions
of Vice President,  Finance; Senior Vice President; and Chief Financial Officer.
He was  elected to his present  position  of Vice  Chairman in 1984 and became a
member of the Office of the Chairman in 1985.

                                     -more-

                                       -3-
<PAGE>



W.W. Grainger, Inc. Vice Chairman, Jere D. Fluno, to Retire / page 2

W.W. Grainger, Inc. (GWW), with 1998 sales of $4.3 billion, is the leading North
American  provider  of  maintenance,   repair,  and  operating  (MRO)  supplies,
services, and related information to businesses and institutions. GWW shares are
traded on the New York and Chicago stock exchanges. For more information,  visit
Grainger online at www.grainger.com.


                                      # # #








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<PAGE>


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