Snap-on Inc — Director's Dealing 2008

Feb 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SNAP ON INC (SNA)
CIK: 0000091440
Period of Report: 2008-01-31

Reporting Person: KELLY ARTHUR L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-31	Deferred Stock Unit	$0	A	361	Acquired		Common Stock (361)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect
Common Stock	17607.422	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$43.6875	2008-04-24	Common Stock (3000)	3000	Direct
Stock Option (Right to Buy)	$31.938	2009-04-23	Common Stock (3000)	3000	Direct
Stock Option (Right to Buy)	$26.4375	2010-04-28	Common Stock (3000)	3000	Direct
Stock Option (Right to Buy)	$29.36	2011-04-27	Common Stock (3000)	3000	Direct
Stock Option (Right to Buy)	$32.08	2012-04-25	Common Stock (3000)	3000	Direct
Stock Option (Right to Buy)	$28.43	2013-04-24	Common Stock (3000)	3000	Direct
Stock Option (Right to Buy)	$33.55	2014-04-23	Common Stock (3000)	3000	Direct
Stock Option (Right to Buy)	$32.76	2015-04-22	Common Stock (3000)	3000	Direct

Footnotes

F1: Shares reported are held by the Kelly Family Trust and the A.L. Kelly Trust for which the reporting person is a trustee and beneficiary.

F2: Includes 107.548 shares acquired under the Corporation's Dividend Reinvestment and Direct Stock Purchase Plan.

F3: 1 for 1.

F4: Payment of fees in stock under the Corporation's Directors' 1993 Fee Plan.

F5: Scheduled for issuance in equal annual installments after the earliest of a specified date, or on death or retirement from the Board. The specified date is either July 1, 2009, or July 1, 2012, depending upon the particular deferral.

F6: Includes 119.283 deferred stock units acquired through exempt dividend reinvestments.