Mail Stop 7010

                                                May 3, 2006

Mr. Martin M. Ellen
Snap-On Incorporated
2801 80th Street
Kenosha, Wisconsin 53143

	RE:	Snap-On Incorporated
      Form 10-K for the fiscal year ended December 31, 2005
		Filed February 21, 2006
      File #1-7724


Dear Mr. Ellen:

      We have reviewed your response letter dated April 25, 2006
and
have the following additional comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable.
In
some of our comments, we may ask you to provide us with
supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Form 10-K for the year ended December 31, 2005
Item 3. Legal Proceedings, page 18
1. We have reviewed your response to our prior comment one.  In
future filings, please revise your description of the litigation
with
former Snap-on dealers. In particular, provide a reasonable
background to this issue. Describe the typical underlying
arbitration
disputes. Describe in better detail the uncertainties related to
whether or not a class can be certified. Finally, to the extent
that
you conclude that there is at least a reasonable possibility that
a
loss may be incurred from these claims, please disclose an
estimate
of the possible loss or range of loss or state that such an
estimate
cannot be made.  Reference SAB 5:Y and SFAS 5.

Note 2. Summary of Accounting Policies, page 56
Revenue Recognition, page 57
2. We have reviewed your response to our prior comment three.
With a
view towards future disclosure, please tell us how you recognize
the
revenue related to your various financing programs.

Inventories, page 61
3. We have reviewed your response to our prior comment four and
have
the following additional comments:
* Tell us why you have determined that the FIFO method for new
acquisitions is a preferable method, instead of conforming the
accounting policies of your acquired companies to one consistent
corporate policy.
* We note that similar materials or products may be valued on both
a
LIFO and FIFO basis but that you do not manufacture the same
product
at both a FIFO and LIFO location.  Please clarify for us how you
define "similar" products and provide us with a comprehensive
understanding of those products/brands that are accounted for
under
FIFO and LIFO. Describe for us the level of interchangability of
these products based on customer orders.
* Tell us if materials and/or finished products are transferred
between facilities during manufacturing and, if so, how you
account
for changes in the valuation of materials that began the
manufacturing process in a FIFO facility and then were
subsequently
transferred to a LIFO facility or vice versa.


*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your  responses to our comments.

      If you have any questions regarding these comments, please
direct them to Tricia Armelin, Staff Accountant, at (202) 551-
3747,
or in her absence, to me at (202) 551-3689.

							Sincerely,




							John Hartz
							Senior Assistant Chief
Accountant

Mr. Martin M. Ellen
Snap-On Incorporated
May 3, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE