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)
08/14/2008
(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               520.639 (2) I 401(k) Plan
Common Stock               33,643 I By Limited Partnership (1)
Common Stock 08/14/2008   M   10,000 A $ 31.52 10,000 D  
Common Stock 08/14/2008   S   9,643 D $ 58.9 357 D  

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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) $ 31.52 08/14/2008   M     10,000 01/23/2006 01/23/2014 Common Stock 10,000 (11) 31,828 D  
Stock Option (Right to Buy) $ 33.75             02/18/2007 02/18/2015 Common Stock 40,000   40,000 D  
Stock Option (Right to Buy) $ 39.35             02/16/2008 02/16/2016 Common Stock 42,000   42,000 D  
Stock Option (Right to Buy) $ 50.22               (3) 02/15/2017 Common Stock 40,000   40,000 D  
Stock Option (Right to Buy) $ 51.75               (4) 02/13/2018 Common Stock 42,000   42,000 D  
Deferred Stock Units (5)               (6)   (6) Common Stock 6,030.4865 (7)   6,030.4865 (7) D  
Restricted Stock (5)               (8)   (8) Common Stock 24,000   24,000 D  
Restricted Stock (5)               (9)   (9) Common Stock 18,500   18,500 D  
Restricted Stock (5)               (10)   (10) Common Stock 20,640   20,640 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ELLEN MARTIN M
2801 80TH STREET
KENOSHA, WI 53143		       SVP Finance & CFO  

Signatures

 Kenneth V. Hallett under Power of Attorney for Martin M. Ellen   08/15/2008
**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) Shares are held by Martin Robin Partners LP.
(2) This information is based on a plan statement dated 8/13/2008.
(3) One third of the option vested on 2/15/2008, and one third will vest on each of 2/15/2009 and 2/15/2010.
(4) One third of the option vests on each of 2/13/2009, 2/13/2010, and 2/13/2011.
(5) 1 for 1.
(6) 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.
(7) Includes 30.0573 deferred stock units acquired through exempt dividend reinvestments.
(8) The stock vests on the achievement of certain company initiatives over the 2006-2008 period.
(9) The stock vests on the achievement of certain company initiatives over the 2007-2009 period.
(10) The stock vests on the achievement of certain company initiatives over the 2008-2010 period.
(11) Exercise of Rule 16b-3 stock option.

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