Sec Form 4 Filing - EGGERT JEFFREY N @ SNAP ON INC - 2004-02-23

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 EGGERT JEFFREY N 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) V.P. Snap-on Tools Operations (Last) (First) (Middle) 10801 CORPORATE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2004 (Street) PLEASANT PRAIRIE, WI53158 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 2,783.631 D Common Stock 1,494.892 I 401(k)

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) $ 27.5 08/24/1997 08/24/2005 Common Stock 1,500 1,500 D Stock Option (Right to Buy) $ 37.125 01/24/1999 01/24/2007 Common Stock 1,500 1,500 D Stock Option (Right to Buy) $ 39.71 01/23/2000 01/23/2008 Common Stock 5,000 5,000 D Stock Option (Right to Buy) $ 34.5 01/22/2001 01/22/2009 Common Stock 10,000 10,000 D Stock Option (Right to Buy) $ 26.375 01/28/2002 01/28/2010 Common Stock 22,568 22,568 D Stock Option (Right to Buy) $ 29.16 05/29/2003 05/29/2011 Common Stock 21,000 21,000 D Stock Option (Right to Buy) $ 32.22 01/25/2004 01/25/2012 Common Stock 6,500 6,500 D Stock Option (Right to Buy) $ 25.11 ( 1 ) 01/24/2013 Common Stock 6,000 6,000 D Stock Option (Right to Buy) $ 31.52 ( 2 ) 01/23/2014 Common Stock 6,500 6,500 D Deferred Stock Units $ 0 ( 3 ) 02/23/2004 D 3,800 ( 4 ) ( 4 ) Common Stock 3,800 ( 4 ) 0 D Deferred Stock Units $ 0 ( 3 ) ( 5 ) ( 5 ) Common Stock 8,000 8,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EGGERT JEFFREY N 10801 CORPORATE DRIVE PLEASANT PRAIRIE, WI53158 V.P. Snap-on Tools Operations Signatures Jason D. Bartel under Power of Attorney for Jeffrey N. Eggert 02/25/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One half of option vested on 1/24/04 and the remainder vests on 1/24/05. ( 2 )One half of option vests on 1/23/05 and the remainder vests on 1/23/06. ( 3 )1 for 1. ( 4 )Vesting of these Deferred Stock Units were subject to the Company's achievement of certain performance goals over the 2002 - 2003 period. None of these Deferred Stock Units vested. ( 5 )The units vest on the achievement of certain company initiatives over the 2003-2005 period. 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.

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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