GWW

RESTATED ARTICLES OF INCORPORATION

OF

W.W. GRAINGER, INC.

The Articles of Incorporation, as amended, of W.W. GRAINGER, INC. are
restated to read as follows:

ARTICLE ONE

The name of the corporation is:

W.W. GRAINGER, INC.

The corporation has not adopted any amendments changing the corporation's
name since its initial incorporation.

The date of incorporation is December 27, 1928.

ARTICLE TWO

The name of its registered agent in the State of Illinois is CT Corporation
System and the address of its registered office in the State of Illinois is c/o
CT Corporation System, 208 South La Salle Street, Chicago, Illinois 60604.

ARTICLE THREE

The duration of the corporation is perpetual.

ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:

To transact any and all lawful businesses for which a corporation
may be incorporated under the Business Corporation Act,
including, without limitation, to acquire, own, lease, use,
develop, improve, manage, mortgage, convey and otherwise dispose
of and deal in real property, improvements thereon or appurtenant
thereto, or any interest therein.

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<PAGE>


ARTICLE FIVE

Paragraph 1: The aggregate number of shares which the corporation is
authorized to issue is 312,000,000 divided into two classes. The designations of
each class, the number of shares of each class and the par value, if any, of the
shares of each class, or a statement that the shares of any class are without
par value, are as follows:


<TABLE>
<CAPTION>
Par value per share or
Series No. of statement that shares are
Class (if any) Shares without par value
- ---------- ------------------------- ----------- -------------------------
<S> <C> <C> <C>
Common None 300,000,000 $0.50

Preferred As determined by Board of 12,000,000 $5.00
Directors
</TABLE>


Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:

PREFERRED STOCK

(1) Authority is hereby vested in the Board of Directors (by adoption of a
resolution and filing and recording of a statement in accordance with the laws
of the State of Illinois) to divide any or all of the authorized 12,000,000
shares of Preferred Stock into series and, within the limitations provided by
law, to fix and determine:

(a) The rate per annum at which the holders of shares of any such
series shall be entitled to receive dividends out of any funds of
the corporation at that time legally available for such purpose
and as declared by the Board of Directors;

(b) The price or prices and other terms and conditions on which
shares of any such series of Preferred Stock shall be redeemable;

(c) The amount or amounts per share to which holders of shares of any
such series of Preferred Stock shall be entitled in the event of
any voluntary or involuntary dissolution, liquidation or winding
up of the corporation;


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(d) Sinking fund provisions for the redemption or purchase of shares
of any such series;

(e) The terms and conditions on which shares of any such series may
be converted into shares of another class, if the shares of any
such series are issued with the privilege of conversion; and

(f) The limitation or denial of voting rights, or the grant of
special voting rights for any such series.

(2) Any shares of Preferred Stock which are converted or redeemed shall
not be reissued but shall be canceled, and the corporation shall take
appropriate action to reduce the authorized number of shares
accordingly.

COMMON STOCK
------------

(1) The holders of shares of Common Stock of the corporation are entitled
to receive dividends when and as declared by the Board of Directors,
and after provision for all dividends on the Preferred Stock as
hereinabove set forth, provided no dividend shall be declared or paid
hereunder unless it is declared and paid at the same time and in the
same manner on all outstanding shares of the Common Stock.

(2) None of the shares of Common Stock of the corporation shall be subject
to mandatory redemption.

PREEMPTIVE RIGHTS
-----------------

Except for the conversion of shares of Preferred Stock as may be determined
by the Board of Directors, no holder of shares of any class of the corporation
shall have any preemptive right to subscribe for or acquire additional shares of
the corporation of the same or any other class, or any other securities
convertible into or evidencing or accompanied by any right to subscribe for,
purchase or acquire shares of stock of any class of the corporation, whether
such shares be hereby or hereafter authorized; all such additional shares may be
sold for such consideration, at such time, and to such person or persons as the
Board of Directors may from time to time determine, subject to the limitations
hereinabove set forth.

ARTICLE SIX

The corporation has issued 107,183,542 shares of common stock $0.50 par value
and its paid-in capital is $298,269,212.


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ARTICLE SEVEN

Any action of the shareholders of the corporation shall be taken only
at an annual or special meeting of the shareholders of the corporation.

ARTICLE EIGHT

Any amendment or restatement of the Articles of Incorporation of the
corporation which must be approved by the shareholders of the corporation
pursuant to the Business Corporation Act, and any plan of merger of the
corporation into a wholly-owned subsidiary (provided that the articles of
incorporation of the surviving corporation in such merger require at least the
minimum voting requirements set forth in this Article Eight) which must be
approved by the shareholders of the corporation pursuant to the Business
Corporation Act, shall be adopted in the following manner:

(1) The Board of Directors shall adopt a resolution setting forth the
proposed amendment or plan of merger and directing that it be submitted to a
vote at a meeting of shareholders, which may be either an annual or a special
meeting;

(2) Written notice setting forth the proposed amendment, or plan of merger
or a summary thereof shall be given to each shareholder of record within the
time and in the manner provided in the Business Corporation Act for the giving
of notice of meetings of shareholders;

(3) At such meeting a vote of the shareholders entitled to vote on the
proposed amendment or plan of merger shall be taken. The proposed amendment or
plan of merger shall be adopted upon receiving the affirmative vote of at least
a majority of the outstanding shares entitled to vote on such amendment or plan
of merger, unless any class of shares is entitled to vote as a class in respect
thereof, in which event the proposed amendment or plan of merger shall be
adopted upon receiving the affirmative vote of the holders of at least a
majority of the outstanding shares of each class of shares entitled to vote as a
class in respect thereof and of the total outstanding shares entitled to vote on
such amendment or plan of merger.

(4) Any number of amendments may be submitted to the shareholders, and
voted upon by them, at one meeting.

Anything herein to the contrary notwithstanding, this Article shall not
affect the vote required by the Business Corporation Act, for the approval of
any (i) merger other than a merger with a wholly-owned subsidiary; (ii)
consolidation; (iii) share exchange as described in present Section 11.10 of the
Business Corporation Act; (iv) dissolution; or (v) sale, lease or exchange of
all or substantially all of the assets of the corporation. Any amendment of the
corporation's Articles of Incorporation effecting any decrease in the voting
requirements for approval of the actions set forth in clauses (i) through (v) of
this paragraph shall be approved upon the affirmative vote of that percentage of
shareholders required for approval of the action itself.


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ARTICLE NINE

A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 8.65 of the Business Corporation Act or
any successor provision thereto, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Business Corporation Act
is hereafter amended to permit further elimination or limitation of the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Business
Corporation Act as so amended. Any repeal or modification of this Article by the
shareholders of the corporation or otherwise shall not apply to or have any
effect on the liability or alleged liability of any director of the corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.

The undersigned corporation has caused these Restated Articles of Incorporation
to be signed by its duly authorized officers, each of whom affirms, under
penalties of perjury, that the facts stated herein are true and that these
Restated Articles of Incorporation were adopted by a majority of the Board of
Directors, in accordance with Section 10.15 of the Business Corporation Act,
shares having been issued but shareholder action not being required for
adoption.


Dated: May 12, 1998. W.W. GRAINGER, INC.


Attested by /s/K. S. Kirsner by /s/J. D. Fluno
------------------------ --------------------------
K. S. Kirsner J. D. Fluno
Assistant Secretary Vice Chairman*

*Authorized to sign this document.