This document is Illinois Tool Works' proxy statement for its 2005 annual shareholder meeting. It provides information on matters that will be voted on, including the election of directors, ratification of the independent auditor, and two shareholder proposals. It summarizes the board recommendation to vote for director nominees and ratification of the auditor, and against the two proposals. It also provides information on voting procedures and deadlines, director compensation, stock ownership, compliance with reporting requirements, and executive compensation.