Snap-on Inc — Director's Dealing 2004

Jan 28, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP ON INC (SNA)
CIK: 0000091440
Period of Report: 2004-01-23

Reporting Person: JOHNSEN CONSTANCE (Vice President and Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-23	Stock Option (Right to Buy)	$31.52	A	3800	Acquired	2014-01-23	Common Stock (3800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	136.805	Direct
Common Stock	368.966	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$29.16	2011-05-29	Common Stock (2200)	2200	Direct
Stock Option (Right to Buy)	$32.22	2012-01-25	Common Stock (3400)	3400	Direct
Stock Option (Right to Buy)	$25.11	2013-01-24	Common Stock (1800)	1800	Direct

Footnotes

F1: Includes 1.104 shares acquired through exempt dividend reinvestments.

F2: Includes 37.954 shares acquired pursuant to the Corporation's 401(k) Plan.

F3: One half of option vested on 1/24/2004 and the 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: Grant of stock option from company. There is not a price for the derivative security.