Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MARRINAN SUSAN F
   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)
VP , Secretary, C.L.O.
(Last)
(First)
(Middle)
2801 80TH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/07/2005
(Street)

KENOSHA, WI 53141		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 02/07/2005   M   3,891 A $ 26.375 14,069.32 D  
Common Stock 02/07/2005   M   7,500 A $ 25.11 21,569.32 D  
Common Stock 02/07/2005   S   11,391 D $ 35.218 10,178.32 D  
Common Stock               332.838 I 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 37.125             01/24/1999 01/24/2007 Common Stock 14,000   14,000 D  
Stock Option (Right to Buy) $ 39.71             01/23/2000 01/23/2008 Common Stock 15,000   15,000 D  
Stock Option (Right to Buy) $ 34.5             01/22/2001 01/22/2009 Common Stock 25,000   25,000 D  
Stock Option (Right to Buy) $ 26.375 02/07/2005   M     3,891 01/28/2002 01/28/2010 Common Stock 3,891 (1) 0 D  
Stock Option (Right to Buy) $ 29.36             04/27/2003 04/27/2011 Common Stock 30,000   30,000 D  
Stock Option (Right to Buy) $ 32.22             01/25/2004 01/25/2012 Common Stock 20,000   20,000 D  
Stock Option (Right to Buy) $ 25.11 02/07/2005   M     7,500 01/24/2005 01/24/2013 Common Stock 7,500 (1) 0 D  
Stock Option (Right to Buy) $ 31.52               (2) 01/23/2014 Common Stock 16,000   16,000 D  
Deferred Stock Units $ 0 (3)               (4)   (4) Common Stock 1,210.406   1,210.406 D  
Deferred Stock Units $ 0 (3)               (4)(5)   (4)(5) Common Stock 19,000   19,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARRINAN SUSAN F
2801 80TH STREET
KENOSHA, WI 53141		       VP , Secretary, C.L.O.  

Signatures

 Jason D. Bartel under Power of Attorney for Susan F. Marrinan   02/09/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The transaction was an option exercise. The reporting person had not paid a price to obtain the option.
(2) One half of option vested on 1/23/2005 and the remainder vests on 1/23/2006.
(3) 1 for 1.
(4) 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.
(5) The units vest on the achievement of certain company initiatives over the 2003-2005 period.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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