On May 8, 2009, the Board of Directors approved amendments to the Company's By-Laws and the Board's Corporate Governance Guidelines. The amendments to the governance guidelines included the creation of the position of Lead Director, who is to: (i) preside at meetings of the Board when the Chairman is not present, including meetings of independent directors, (ii) act as a key liaison between the Chairman & CEO and the independent directors, (iii) call meetings of the independent directors when necessary, (iv) communicate Board member feedback to the Chairman & CEO after Board meetings, and (v) perform such other duties as requested by the Board. Article IV (Officers), Section 6 (Vice Chairman) of the By-laws was amended to provide that a Vice Chairman would preside at meetings of the stockholders and directors in the absence of the Chairman and the Lead Director. Article IV, Section 7 (President) of the By-Laws was amended to delete the provision stating that the President would preside at meetings of the stockholders and directors in the absence of the Chairman and the Vice Chairman.

The Board's Corporate Governance Guidelines were also amended to clarify the process for our ongoing self-evaluations of the Audit, Compensation and Corporate Governance and Nominating Committees, and to provide for an annual evaluation of the performance of the Board and individual directors, to be coordinated by the Corporate Governance and Nominating Committee.

On May 8, 2009, the Company's Board of Directors rescinded an earlier resolution to divest its Decorative Surfaces segment. Given the continued weak acquisition market conditions and the premium value of these businesses, the Company decided to discontinue the sales process and return the businesses to continuing operations. The press release announcing the board's decision is furnished as Exhibit 99.1.

(c) Exhibits

Exhibit Number Exhibit Description

    3              By-laws of Illinois Tool Works Inc., as amended.

    99.1           Press Release issued by Illinois Tool Works Inc. dated May 8,
                   2009 (furnished pursuant to Item 8.01).