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: 2005-02-07

Reporting Person: MARRINAN SUSAN F (VP , Secretary, C.L.O.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-07	Common Stock	M	3891	$26.375	Acquired	14069.32	Direct
2005-02-07	Common Stock	M	7500	$25.11	Acquired	21569.32	Direct
2005-02-07	Common Stock	S	11391	$35.218	Disposed	10178.32	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-07	Stock Option (Right to Buy)	$26.375	M	3891	Disposed	2010-01-28	Common Stock (3891)	Direct
2005-02-07	Stock Option (Right to Buy)	$25.11	M	7500	Disposed	2013-01-24	Common Stock (7500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	332.838	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$37.125	2007-01-24	Common Stock (14000)	14000	Direct
Stock Option (Right to Buy)	$39.71	2008-01-23	Common Stock (15000)	15000	Direct
Stock Option (Right to Buy)	$34.50	2009-01-22	Common Stock (25000)	25000	Direct
Stock Option (Right to Buy)	$29.36	2011-04-27	Common Stock (30000)	30000	Direct
Stock Option (Right to Buy)	$32.22	2012-01-25	Common Stock (20000)	20000	Direct
Stock Option (Right to Buy)	$31.52	2014-01-23	Common Stock (16000)	16000	Direct
Deferred Stock Units	$0		Common Stock (1210.406)	1210.406	Direct
Deferred Stock Units	$0		Common Stock (19000)	19000	Direct

Footnotes

F1: The transaction was an option exercise. The reporting person had not paid a price to obtain the option.

F2: One half of option vested 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.