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 *
KELLY ARTHUR L
   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)
(Last)
(First)
(Middle)
KEL ENTERPRISES L.P., 20 SOUTH CLARK STREET, SUITE 2222		 3. Date of Earliest Transaction (Month/Day/Year)
11/01/2004
(Street)

CHICAGO,, IL 60603		 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               11,107.359 D  
Common Stock               20,000 I By Trusts (1)

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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) $ 24.84             04/28/1995 04/28/2005 Common Stock 1,500   1,500 D  
Stock Option (Right to Buy) $ 31.92             04/26/1996 04/26/2006 Common Stock 3,000   3,000 D  
Stock Option (Right to Buy) $ 37.25             04/25/1997 04/25/2007 Common Stock 3,000   3,000 D  
Stock Option (Right to Buy) $ 43.6875             04/24/1998 04/24/2008 Common Stock 3,000   3,000 D  
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  
Deferred Stock Unit $ 0 (2) 11/01/2004   A(3)   367     (4)   (4) Common Stock 367 $ 29.38 16,186.321 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KELLY ARTHUR L
KEL ENTERPRISES L.P.
20 SOUTH CLARK STREET, SUITE 2222
CHICAGO,, IL 60603		   X      

Signatures

 Jason D. Bartel under Power of Attorney for Arthur L. Kelly   11/03/2004
**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) Shares reported are held by the Kelly Family Trust and the A.L. Kelly Trust for which the reporting person is a trustee and beneficiary.
(2) 1 for 1.
(3) Payment of fees in stock under the Corporation's Directors' 1993 Fee Plan.
(4) Scheduled for issuance in equal annual installments after the earliest of November 15, 2012, or on death or retirement from the Board.

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