Snap-on Inc — Director's Dealing 2004

Feb 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP ON INC (SNA)
CIK: 0000091440
Period of Report: 2004-02-23

Reporting Person: ELLEN MARTIN M (SVP Finance & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-23	Deferred Stock Units	$	D	6000	Disposed		Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	300	Direct
Common Stock	10000	Indirect
Common Stock	277.364	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$27.81	2012-11-18	Common Stock (39100)	39100	Direct
Stock Option (Right to Buy)	$25.11	2013-01-24	Common Stock (40500)	40500	Direct
Stock Option (Right to Buy)	$31.52	2014-01-23	Common Stock (45000)	45000	Direct
Deferred Stock Units	$		Common Stock (261.7497)	261.7497	Direct
Restricted Stock	$		Common Stock (5600)	5600	Direct
Restricted Stock	$		Common Stock (48000)	48000	Direct

Footnotes

F1: Shares are held by Martin Robin Partners LP.

F2: One half of option vested on 11/18/2003 and the remainder vests on 11/18/2004.

F3: One half of option vested on 1/24/2004 and ther remainder vests on 1/24/2005.

F4: One half of option vests on 1/23/2005 and the remainder vests on 1/23/2006.

F5: 1 for 1.

F6: Payment will begin within 30 days first beginning after the earliest date specified in advance of the deferral by the reporting person, death, disability, retirement or termination of employment.

F7: Vesting of these Deferred Stock Units were subject to the Company's achievement of certain performance goals over the 2002 - 2003 period. None of these Deferred Stock Units vested.

F8: These units will vest on November 18, 2005.

F9: The units vest on the achievement of certain company initiatives over the 2003-2005 period.