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 *
ELLEN MARTIN M
   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
(Last)
(First)
(Middle)
2801 80TH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/16/2006
(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 02/16/2006   M   4,688 A (1) 4,988 D  
Common Stock               13,360 I By Limited Partnership (2)
Common Stock               506.31 (3) I 401(k) Plan

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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) $ 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             01/23/2006 01/23/2014 Common Stock 45,000   45,000 D  
Stock Option (Right to Buy) $ 33.75               (4) 02/18/2015 Common Stock 40,000   40,000 D  
Stock Option (Right to Buy) $ 39.35 02/16/2006   A   42,000     (5) 02/16/2016 Common Stock 42,000 (6) 42,000 D  
Restricted Stock (7) 02/16/2006   D(8)     48,000   (8)   (8) Common Stock 48,000 $ 0 0 D  
Performance Shares (1) 02/16/2006   M     25,000   (1)   (1) Common Stock 25,000 (1) 0 D  
Deferred Stock Units (7) 02/16/2006   M   1,563 (1)     (9)   (9) Common Stock 1,563 (1) 2,165.284 D  
Restricted Stock (7) 02/16/2006   A   24,000     (10)   (10) Common Stock 24,000 $ 0 24,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ELLEN MARTIN M
2801 80TH STREET
KENOSHA, WI 53141		       SVP Finance & CFO  

Signatures

 Jason D. Bartel under Power of Attorney for Martin M. Ellen   02/21/2006
**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) Each performance share represented the right to receive one share of common stock. Vesting of the units was based on the achievement of certain company initiatives over the 2004-2005 period and 25% of the units vested.
(2) Shares are held by Martin Robin Partners LP.
(3) This information is based on a plan statement dated 2/21/06.
(4) One half of the option vested on 2/18/2006 and the remainder vests on 2/18/2007.
(5) One half of the option vests on 2/16/2007 and the remainder vests on 2/16/2008.
(6) Grant of stock option from the Company. There is not a price for the security.
(7) 1 for 1.
(8) Vesting of the units was based on the achievement of certain company initiatives over the 2003-2005 period. None of these units vested.
(9) 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.
(10) The units vest on the achievement of certain company initiatives over the 2006-2008 period.

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