Snap-on Inc — Director's Dealing 2005

Feb 10, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP ON INC (SNA)
CIK: 0000091440
Period of Report: 2005-02-08

Reporting Person: MONTEMURRO MICHAEL F (Sr. V.P.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-08	Common Stock	M	36518	$25.11	Acquired	77432.085	Direct
2005-02-09	Common Stock	M	2000	$25.11	Acquired	79432.085	Direct
2005-02-08	Common Stock	F	26050	$35.20	Disposed	53382.085	Direct
2005-02-08	Common Stock	S	10468	$35.135	Disposed	42914.085	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-08	Stock Option (Right to Buy)	$25.11	M	38518	Disposed	2013-01-24	Common Stock (38518)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	207	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$37.125	2007-01-24	Common Stock (24000)	24000	Direct
Stock Option (Right to Buy)	$39.71	2008-01-23	Common Stock (18000)	18000	Direct
Stock Option (Right to Buy)	$34.50	2009-01-22	Common Stock (30000)	30000	Direct
Stock Option (Right to Buy)	$26.375	2010-01-28	Common Stock (135000)	135000	Direct
Stock Option (Right to Buy)	$29.36	2011-04-27	Common Stock (80000)	80000	Direct
Stock Option (Right to Buy)	$32.22	2012-01-25	Common Stock (55000)	55000	Direct
Stock Option (Right to Buy)	$31.52	2014-01-23	Common Stock (40500)	40500	Direct
Deferred Stock Units	$0		Common Stock (4034.686)	4034.686	Direct
Deferred Stock Units	$0		Common Stock (48000)	48000	Direct

Footnotes

F1: 36,518 of the options were purchased on 2/8/05 and 2,000 of the options were purchased on 2/9/05.

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.