Snap-on Inc — Director's Dealing 2003

Oct 28, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP ON INC (SNA)
CIK: 0000091440
Period of Report: 2003-10-24

Reporting Person: METZGER BLAINE A (Vice President - Finance)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-10-24	Deferred Stock Units	$0	A	24.683	Acquired		Common Stock (24.683)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	194.589	Direct
Common Stock	278.516	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$29.16	2011-05-29	Common Stock (10000)	10000	Direct
Stock Option (Right to Buy)	$32.22	2012-01-25	Common Stock (10000)	10000	Direct
Stock Option (Right to Buy)	$25.11	2013-01-24	Common Stock (7000)	7000	Direct
Deferred Stock Units	$0		Common Stock (8000)	8000	Direct
Restricted Stock	$0		Common Stock (4000)	4000	Direct

Footnotes

F1: One half of option vested on 1/25/2003 and the remainder vests on 1/25/2004.

F2: One half of option vests on 1/24/2004 and the remainder vests on 1/24/2005.

F3: Deferred stock units acquired under the Corporation's Deferred Compensation Plan.

F4: Payment will begin within 30 days first beginning after the earliest of the date specified in advance of the deferral by the reporting person, death, disability, retirement or termination of employment.

F5: The units vest on the achievement of certain company initiatives over the 2003-2005 period. Payment will begin within 30 days first beginning after the earliest of the date specified in advance of the deferral by the reporting person, death, disability, retirement, or termination of employment.

F6: The units vest on the achievement of certain company initiatives over the 2002-2003 period.