Exhibit 99


                            ILLINOIS TOOL WORKS INC.

                          DESCRIPTION OF CAPITAL STOCK

General

     As of May 9,  1997,  the  authorized  capital  stock  of  ITW  consists  of
350,000,000  shares of Common  Stock,  par value of $.01 per share,  and 300,000
shares of  Preferred  Stock,  no par  value.  As of April 30,  1997,  there were
124,605,544  shares  of  Common  Stock  issued  and  outstanding.  The  Board of
Directors  has  declared  a stock  split to be  effected  in the form of a stock
dividend of one share of Common Stock for each share of Common Stock outstanding
to shareholders of record on May 20, 1997, to be distributed on May 27, 1997. No
Preferred Stock is issued or outstanding.

Common Stock

     Holders  of Common  Stock are  entitled  to one vote for each share held of
record,  in person or by proxy, at all meetings of the  stockholders  and on all
propositions presented to such meetings(other than the election of any directors
who may be elected by vote of the Preferred Stock voting as a class). The Common
Stock does not entitle  holders to  cumulative  voting rights in the election of
directors. Holders of Common Stock do not have preemptive rights.

     All  outstanding  shares of Common Stock are fully paid and  nonassessable.
Dividends  may be paid on the Common  Stock when and if declared by the Board of
Directors  out  of  funds  legally   available   therefor.   Upon   liquidation,
dissolution,  or winding up of the affairs of ITW, its assets  remaining,  after
provision  for payment of  creditors  and holders of any  Preferred  Stock,  are
distributable pro rata among holders of its Common Stock.

     The Common  Stock is listed and  traded on the New York and  Chicago  Stock
Exchanges.  The transfer agent and registrar of the Common Stock is Harris Trust
and Savings Bank, Chicago, Illinois.

Preferred Stock

     ITW's Preferred Stock is issuable in series.  The Preferred Stock is senior
to the Common Stock, both as to payment of dividends and distribution of assets.
The designation, preferences and rights of each series may be established by the
Board of Directors,  including voting rights,  dividends,  redemption  features,
payments on liquidation and sinking fund provisions, if any. The Preferred Stock
may be utilized for a variety of corporate  purposes,  including  future  public
offerings to raise additional capital or to finance acquisitions.  The Preferred
Stock also could be issued to persons friendly to current  management with terms
that could render more  difficult or discourage  attempts to gain control of ITW
by means of a merger,  tender  offer,  proxy  contest or  otherwise  and thereby
protect the continuity of current management.  The Preferred Stock also could be
used to dilute the stock ownership of persons seeking to obtain control of ITW.



Special Charter and By-Law Provisions

     ITW's Restated  Certificate of Incorporation,  as amended,  and its By-Laws
contain  provisions  that could render more  difficult a merger,  tender  offer,
proxy  contest  or attempt to gain  control of the Board of  Directors,  or that
could  dilute the  voting  control  of a holder of a large  block of stock.  The
Restated Certificate of Incorporation,  as amended, provides that an affirmative
vote of the holders of not less than  two-thirds  of the  outstanding  shares of
capital stock  entitled to vote for directors is required to approve  mergers or
consolidations between ITW (or its subsidiaries) and a Substantial  Stockholder,
transfers of a  substantial  amount of assets or stock from ITW to a Substantial
Stockholder or vice versa, adoption of a Substantial  Stockholder's  proposal to
dissolve  ITW, or any  transaction  relating  to ITW's  stock that  results in a
Substantial Stockholder's proportionate share being increased.

     The Restated  Certificate of Incorporation,  as amended,  also requires the
approval of the foregoing  transactions by the holders of at least a majority of
the  outstanding  shares  of  capital  stock  entitled  to vote  for  directors,
excluding  those shares owned by a Substantial  Stockholder.  The special voting
requirements  do not  apply  to (i)  transactions  approved  by  not  less  than
two-thirds of ITW's Board of Directors,(ii)  transactions  approved by the Board
of  Directors  prior  to  such  time as the  Substantial  Stockholder  became  a
Substantial  Stockholder,  (iii) transactions between ITW and its majority-owned
subsidiaries,  or (iv)  transactions in which a minimum price is received by ITW
stockholders.  A Substantial  Stockholder is defined in the Restated Certificate
of  Incorporation,  as amended,  as a  beneficial  owner of more than 10% of the
capital stock of ITW entitled to vote for directors,  excluding  shares owned on
March 2,1984.

     The Restated  Certificate  of  Incorporation,  as amended,  also  prohibits
stockholder  action by written  consent,  permits only the board of Directors to
fill  vacancies  on the Board,  whether  created by an increase in the number of
directors or  otherwise,  and  requires  that the holders of  two-thirds  of the
voting power of ITW, and if there is a Substantial Stockholder, the holders of a
majority of the voting power (other than that of the  Substantial  Stockholder),
approve any amendment to, or repeal of, any of the foregoing provisions.