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: BRADY SHARON M (V.P. - Chief H.R. Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-23	Deferred Stock Units	$	D	9500	Disposed		Common Stock (9500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	332.149	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$33.25	2008-12-16	Common Stock (15000)	15000	Direct
Stock Option (Right to Buy)	$34.50	2009-01-22	Common Stock (20000)	20000	Direct
Stock Option (Right to Buy)	$26.375	2010-01-28	Common Stock (50000)	50000	Direct
Stock Option (Right to Buy)	$29.36	2011-04-27	Common Stock (20000)	20000	Direct
Stock Option (Right to Buy)	$32.22	2012-01-25	Common Stock (20000)	20000	Direct
Stock Option (Right to Buy)	$25.11	2013-01-24	Common Stock (13500)	13500	Direct
Stock Option (Right to Buy)	$31.52	2014-01-23	Common Stock (15000)	15000	Direct
Deferred Stock Units	$		Common Stock (3037.161)	3037.161	Direct
Deferred Stock Units	$		Common Stock (18000)	18000	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: 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.

F6: The units vest on the achievement of certain company initiatives over the 2003-2005 period.