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 *
PFUND WILLIAM H
   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)
V.P. - Investor Relations
(Last)
(First)
(Middle)
SNAP-ON INCORPORATED, 10801 CORPORATE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/01/2004
(Street)

PLEASANT PRAIRIE, WI 53158		 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 12/01/2004   S   400 D $ 31.94 3,568.521 D  
Common Stock               408.72 I 401(k)

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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) $ 34.56             05/05/2000 05/05/2009 Common Stock 15,000   15,000 D  
Stock Option (Right to Buy) $ 26.375             01/28/2002 01/28/2010 Common Stock 25,000   25,000 D  
Stock Option (Right to Buy) $ 29.16             05/29/2003 05/29/2011 Common Stock 21,000   21,000 D  
Stock Option (Right to Buy) $ 32.22             01/25/2004 01/25/2012 Common Stock 5,400   5,400 D  
Stock Option (Right to Buy) $ 25.11               (1) 01/24/2013 Common Stock 4,000   4,000 D  
Stock Option (Right to Buy) $ 31.52               (2) 01/23/2014 Common Stock 4,100   4,100 D  
Deferred Stock Units $ 0 (3)               (4)   (4) Common Stock 4,334.686   4,334.686 D  
Restricted Stock $ 0 (3)               (5)   (5) Common Stock 5,000   5,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PFUND WILLIAM H
SNAP-ON INCORPORATED
10801 CORPORATE DRIVE
PLEASANT PRAIRIE, WI 53158		       V.P. - Investor Relations  

Signatures

 Jason D. Bartel under Power of Attorney for William H. Pfund   12/03/2004
**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) One half of option vested on 1/24/2004 and the remainder vests on 1/24/2005.
(2) One half of option vests 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.

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