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

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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^*

MICHAELS JACK D

(Last)

(First)

(Middle)

SNAP-ON INCORPORATED

2801 80TH STREET

(Street)

KENOSHA

53143

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2008

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								4,000⁽¹⁾	D
Common Stock	02/14/2008		M		54,287	A	$32.53	81,787	D
Common Stock	02/14/2008		S		200	D	$50.66	81,587	D
Common Stock	02/14/2008		S		400	D	$50.67	81,187	D
Common Stock	02/14/2008		S		1,100	D	$50.68	80,087	D
Common Stock	02/14/2008		S		400	D	$50.69	79,687	D
Common Stock	02/14/2008		S		800	D	$50.7	78,887	D
Common Stock	02/14/2008		S		1,000	D	$50.71	77,887	D
Common Stock	02/14/2008		S		100	D	$50.715	77,787	D
Common Stock	02/14/2008		S		700	D	$50.72	77,087	D
Common Stock	02/14/2008		S		500	D	$50.73	76,587	D
Common Stock	02/14/2008		S		3,200	D	$50.74	73,387	D
Common Stock	02/14/2008		S		215	D	$50.75	73,172	D
Common Stock	02/14/2008		S		4,700	D	$50.76	68,472	D
Common Stock	02/14/2008		S		2,900	D	$50.77	65,572	D
Common Stock	02/14/2008		S		2,600	D	$50.78	62,972	D
Common Stock	02/14/2008		S		4,600	D	$50.79	58,372	D
Common Stock	02/14/2008		S		4,900	D	$50.8	53,472	D
Common Stock	02/14/2008		S		3,810	D	$50.81	49,662	D
Common Stock	02/14/2008		S		100	D	$50.815	49,562	D
Common Stock	02/14/2008		S		4,907	D	$50.82	44,655	D
Common Stock	02/14/2008		S		100	D	$50.8225	44,555	D
Common Stock	02/14/2008		S		200	D	$50.825	44,355	D
Common Stock	02/14/2008		S		4,150	D	$50.83	40,205	D
Common Stock	02/14/2008		S		3,190	D	$50.84	37,015	D
Common Stock	02/14/2008		S		300	D	$50.845	36,715	D
Common Stock	02/14/2008		S		100	D	$50.8475	36,615	D
Common Stock	02/14/2008		S		3,901	D	$50.85	32,714	D
Common Stock	02/14/2008		S		1,600	D	$50.86	31,114	D
Common Stock	02/14/2008		S		3,614	D	$50.87	27,500	D

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)	$31.938							04/23/1999	04/23/2009	Common Stock	3,000		3,000	D
Stock Option (Right to Buy)	$26.4375							04/28/2000	04/28/2010	Common Stock	3,000		3,000	D
Stock Option (Right to Buy)	$29.36							04/27/2001	04/27/2011	Common Stock	3,000		3,000	D
Stock Option (Right to Buy)	$32.08							04/25/2002	04/25/2012	Common Stock	3,000		3,000	D
Stock Option (Right to Buy)	$28.43							04/24/2003	04/24/2013	Common Stock	3,000		3,000	D
Stock Option (Right to Buy)	$33.55							04/23/2004	04/23/2014	Common Stock	3,000		3,000	D
Stock Option (Right to Buy)	$32.53	02/14/2008		M			54,287	12/03/2006	12/03/2014	Common Stock	54,287	⁽²⁾	130,201	D
Stock Option (Right to Buy)	$39.35							⁽³⁾	02/16/2016	Common Stock	110,000		110,000	D
Stock Option (Right to Buy)	$50.22							02/15/2008	02/15/2017	Common Stock	200,000		200,000	D
Deferred Stock Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	13,604.138		13,604.138	D
Restricted Stock	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	60,000		60,000	D
Restricted Stock	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	46,700		46,700	D

Explanation of Responses:

1. Shares reported are held by Jack D. Michaels Revocable Trust for which the reporting person is the trustee and beneficiary.

2. Exercise of Rule 16b-3 stock option.

3. One half of the option vested on February 16, 2007, and the remainder vests on February 16, 2008.

4. 1 for 1.

5. Scheduled for issuance in one lump sum payment after the earliest of August 30, 2012, or on death or retirement from the Board.

6. The stock vests on the achievement of certain company initiatives over the 2006-2008 period.

7. The stock vests on the achievement of certain company initiatives over the 2007-2009 period.

Remarks:

Due to line entry restrictions this is form 2 of 3 reporting an exempt option exercise for 100,000 total shares, and the sale of those shares, on 2/14/2008.

	Kenneth V. Hallett under Power of Attorney for Jack D. Michaels	02/15/2008
	** 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).
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