EXHIBIT 3(c)

                               CERTIFICATE OF AMENDMENT
                                           OF
                                       RESTATED
                             CERTIFICATE OF INCORPORATION
                                 ILLINOIS TOOL WORKS INC.



     ILLINOIS TOOL WORKS INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of Illinois Tool
Works Inc. held on February 22, 1991, resolutions were adopted setting forth a
proposed amendment of the Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and directing that the
amendment be considered at the Annual meeting of Stockholders of the corporation
to be held May 10, 1991.  The resolution setting forth the proposed amendment is
as follows:

     "RESOLVED:  That the Restated Certificate of Incorporation of this
     corporation be amended by changing the FOURTH Article thereof so that,
     as amended said Article shall be and read as follows:

          FOURTH:  (1) Authorized shares.  The total number of
          shares of stock of all classes which the corporation
          shall have authority to issue is one hundred fifty
          million three hundred thousand (150,300,000), of
          which three hundred thousand (300,000) shall be
          shares of Preferred Stock without par value and
          one hundred fifty million (150,000,000) shall be
          shares of Common Stock without par value."

     SECOND:  That thereafter, pursuant to resolution of its Board of Directors,
the Annual Meeting of the Stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.



     THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, ILLINOIS TOOL WORKS INC. has caused this certificate
to be signed by John D. Nichols, its Chairman and Chief Executive Officer, and
Arthur M. Wright, its Secretary, this 11th day of June, 1991.

                                       ILLINOIS TOOL WORKS INC.

                                       By:  s/John D. Nichols
                                          -------------------------------------
                                            John D. Nichols
                                            Chairman and Chief
                                             Executive Officer

ATTEST:

By:  s/Arthur M. Wright
   ------------------------------------
   Arthur M. Wright
   Secretary



Effective:  July 15, 1991