Sec Form 4 Filing - ELLEN MARTIN M @ SNAP-ON Inc - 2010-02-10

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 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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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 (MM/DD/YY) 02/10/2010 (Street) KENOSHA, WI53143 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 34,000 I By Limited Partnership ( 1 ) Common Stock 562.227 ( 2 ) I 401(k) Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 01/23/2006 01/23/2014 Common Stock 31,828 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 Stock Option (Right to Buy) $ 29.69 ( 5 ) 02/11/2019 Common Stock 42,000 42,000 D Restricted Stock ( 6 ) 02/10/2010 D( 7 ) 18,500 ( 7 ) ( 7 ) Common Stock 18,500 ( 7 ) 0 D Restricted Stock ( 6 ) ( 8 ) ( 8 ) Common Stock 20,640 20,640 D Restricted Stock Units ( 6 ) 02/10/2010 D( 9 ) 5,668 ( 9 ) ( 9 ) Common Stock 5,668 ( 9 ) 7,406 D Performance Units ( 6 ) ( 10 ) ( 10 ) Common Stock 13,074 13,074 D Deferred Stock Units ( 6 ) ( 11 ) ( 11 ) Common Stock 22,294.699 ( 2 ) 22,294.699 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ELLEN MARTIN M 2801 80TH STREET KENOSHA, WI53143 SVP Finance & CFO Signatures Kenneth V. Hallett under Power of Attorney for Martin M. Ellen 02/12/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held by Martin Robin Partners LP. ( 2 )This information is based on a plan statement dated 12/31/2009. ( 3 )One third of the option vested on 2/15/2008 and 2/15/2009, and one third will vest on 2/15/2010. ( 4 )One third of the option vested on 2/13/2009, and one third will vest on each of 2/13/2010 and 2/13/2011. ( 5 )One third of the option vested on 2/11/2010, and one third will vest of each of 2/11/2011 and 2/11/2012. ( 6 )1 for 1. ( 7 )Based on company performance during the 2007-2009 period, none of the stock vested. ( 8 )The stock vests on the achievement of certain company initiatives over the 2008-2010 period. ( 9 )Based on company performance during 2009, approximately 57% of the restricted stock units were earned. Assuming continued employment on the payment date, which will occur in February 2012, the units will then vest in one installment and the shares will be issued. ( 10 )If the company achieves certain goals over the 2009-2011 period, the performance units will vest and stock will be awarded. The target number of units that may be earned is reported above; the maximum amount is 200% of the number reported. ( 11 )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.

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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