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)
08/02/2006
(Street)

KENOSHA, WI 53143		 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 08/02/2006   M   14,000 A $ 37.125 17,500.63 D  
Common Stock 08/02/2006   S   14,000 D $ 42 3,500.63 D  
Common Stock               512.75 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 08/02/2006   M     14,000 01/24/1999 01/24/2007 Common Stock 14,000 (1) 0 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) $ 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) $ 31.52             01/23/2006 01/23/2014 Common Stock 16,000   16,000 D  
Stock Option (Right to Buy) $ 33.75               (2) 02/18/2015 Common Stock 13,000   13,000 D  
Stock Option (Right to Buy) $ 39.35               (3) 02/16/2016 Common Stock 12,000   12,000 D  
Deferred Stock Unit (4)               (5)   (5) Common Stock 2,188   2,188 D  
Restricted Stock (4)               (6)   (6) Common Stock 7,000   7,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARRINAN SUSAN F
2801 80TH STREET
KENOSHA, WI 53143		       VP , Secretary, C.L.O.  

Signatures

 Jason D. Bartel under Power of Attorney for Susan F. Marrinan   08/04/2006
**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) Grant of stock option from the Company. There is not a price for the security.
(2) One half of the option vested on 2/18/2006 and the remainder vests on 2/18/2007.
(3) One half of the option vests on 2/16/2007 and the remainder vests on 2/16/2008.
(4) 1 for 1.
(5) 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.
(6) The units vest on the achievement of certain company initiatives over the 2006-2008 period.

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