Exhibit 10(c)(ix) to the
                                              Annual on Form 10-K of
                                              W.W. Grainger, Inc. for the
                                              year ended December 31, 1994



                                 W.W. GRAINGER, INC.                       
                        PLAN FOR PAYMENT OF DIRECTORS FEES 
 
                      (As Amended Effective January 1, 1995) 
 
 
RESOLVED, that each Director entitled to be paid Director's fees for all or 
any part of any year in which  such Director serves in a Director's capacity 
may elect to receive such fees under one of the following two methods: 

        (a) One-quarter of the applicable annual and committee chairman 
retainer fees payable in advance on or about July 1, October 1, January 1, 
and April 1; and applicable Board and Committee attendance fees payable 
in arrears on or about July 1, October 1, December 20, and April 1; or 
 
        (b) An irrevocable written election filed with the Secretary of the 
Corporation at least 30 days prior to any annual shareholders' meeting to 
defer receipt of all or a specified percentage of applicable fees until after 
he ceases to be a Director.  In this election, the Director also shall specify 
whether payment is to be made in up to five annual installments, or in a 
lump sum. 
 
 
If any Director elects under (b) above to defer receipt of his fees until 
after he ceases to be a Director, such fees shall be paid to the Director in 
the form specified by the Director at the time of making the deferral 
election. 


However, at any time the Director may petition the Compensation 
Committee of the Board of Directors, excluding such Director if he is on the 
Compensation Committee, to request payment of his deferred fees in a form 
other than that specified in his deferral election.  The Compensation 
Committee, at its sole discretion, shall make a binding determination as to 
whether such alternative form of payment will be allowed. 








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In all cases, payment shall begin or be made in full within ninety (90) days 
after the end of the calendar quarter in which the Director ceases to be a 
member of the Company's Board of Directors.  Remaining installments, if 
any, will be paid in the first calendar quarter of each subsequent year. 
 
 
In the event of the death of a Director before receipt of all fees payable to 
such Director, the entire unpaid fees for the Director's services shall be 
paid to such beneficiary or beneficiaries as may be designated in writing by 
the Director or, in the absence of such designation, to the Director's spouse 
or estate, at the discretion of the Committee. 
 
 
In the event a Director makes one or more deferral elections under (b) 
above, all deferred fees shall accrue earnings until paid out in full.  
Earnings shall be accrued at the end of each calendar quarter at the 10-year 
U.S. Treasury constant maturity yield 

FURTHER RESOLVED, that this Corporation shall not be required to fund 
or otherwise provide for any unpaid fees under (b) above and the electing 
Director(s) shall have only a contractual 
 
 
FURTHER RESOLVED, that each Director shall be deemed to have elected 
to be paid in accordance with method (a) unless he files an election to 
receive such fees under method (b). 
 
 
FURTHER RESOLVED, that any election made hereunder shall continue to 
be effective for as long as the electing Director remains a Director of this  
Corporation unless rescinded by written notice to the Secretary of the 
Corporation at least 30 days prior to any subsequent annual shareholders' 
meeting, such notice to be effective upon his election as a Director at said 
meeting. 
 
 
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