Snap-on Inc — Director's Dealing 2004

Dec 4, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP ON INC (SNA)
CIK: 0000091440
Period of Report: 2004-12-01

Reporting Person: PFUND WILLIAM H (V.P. - Investor Relations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-01	Common Stock	S	400	$31.94	Disposed	3568.521	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	408.72	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$34.56	2009-05-05	Common Stock (15000)	15000	Direct
Stock Option (Right to Buy)	$26.375	2010-01-28	Common Stock (25000)	25000	Direct
Stock Option (Right to Buy)	$29.16	2011-05-29	Common Stock (21000)	21000	Direct
Stock Option (Right to Buy)	$32.22	2012-01-25	Common Stock (5400)	5400	Direct
Stock Option (Right to Buy)	$25.11	2013-01-24	Common Stock (4000)	4000	Direct
Stock Option (Right to Buy)	$31.52	2014-01-23	Common Stock (4100)	4100	Direct
Deferred Stock Units	$0		Common Stock (4334.686)	4334.686	Direct
Restricted Stock	$0		Common Stock (5000)	5000	Direct

Footnotes

F1: One half of option vested on 1/24/2004 and the remainder vests on 1/24/2005.

F2: One half of option vests on 1/23/2005 and the remainder vests on 1/23/2006.

F3: 1 for 1.

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.