SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ELLEN MARTIN M

(Last)

(First)

(Middle)

10801 CORPORATE DRIVE

(Street)

PLEASANT PRAIRIE,

53158

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SNAP ON INC [ SNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/18/2005		M		5,600	A	$0	5,900	D
Common Stock	11/18/2005		F		2,240	D	$37.28	3,660	D
Common Stock								10,000	I	By Limited Partnership⁽¹⁾
Common Stock								277.364	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$27.81							11/18/2004	11/18/2012	Common Stock	39,100		39,100	D
Stock Option (Right to Buy)	$25.11							01/24/2005	01/24/2013	Common Stock	40,500		40,500	D
Stock Option (Right to Buy)	$31.52							⁽²⁾	01/23/2014	Common Stock	45,000		45,000	D
Stock Option (Right to Buy)	$33.75							⁽³⁾	02/18/2015	Common Stock	40,000		40,000	D
Deferred Stock Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	261.7497		261.7497	D
Restricted Stock	⁽⁴⁾	11/18/2005		M			5,600	⁽⁶⁾	⁽⁶⁾	Common Stock	5,600	$0	0	D
Restricted Stock	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	48,000		48,000	D

Explanation of Responses:

1. Shares are held by Martin Robin Partners LP.

2. One half of option vested on 1/23/2005 and the remainder vests on 1/23/2006.

3. One half of the option vests on 2/18/2006 and the remainder vests on 2/18/2007.

4. 1 for 1.

5. Payment will begin within 30 days first beginning after the earliest date specified in advance of the deferral by the reporting person, death, disability, retirement or termination of employment.

6. These units will vest on November 18, 2005.

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

Remarks:

	Jason D. Bartel under Power of Attorney for Martin M. Ellen	11/21/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.