Sec Form 4 Filing - PFUND WILLIAM H @ SNAP ON INC - 2006-02-16

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 PFUND WILLIAM H 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. - Investor Relations (Last) (First) (Middle) SNAP-ON INCORPORATED, 2801 80TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2006 (Street) KENOSHA, WI53141 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 02/16/2006 M 450 A 4,059.999 D Common Stock 647.35 ( 2 ) 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) $ 34.56 05/05/2000 05/05/2009 Common Stock 15,000 15,000 D Stock Option (Right to Buy) $ 26.375 01/28/2002 01/28/2010 Common Stock 17,000 17,000 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 5,400 5,400 D Stock Option (Right to Buy) $ 25.11 01/24/2005 01/24/2013 Common Stock 4,000 4,000 D Stock Option (Right to Buy) $ 31.52 01/23/2006 01/23/2014 Common Stock 4,100 4,100 D Stock Option (Right to Buy) $ 33.75 ( 3 ) 02/18/2015 Common Stock 3,600 3,600 D Restricted Stock $ 0 ( 4 ) 02/16/2006 D( 5 ) 5,000 ( 5 ) ( 5 ) Common Stock 5,000 $ 0 0 D Performance Shares ( 1 ) 02/16/2006 M 2,400 ( 1 ) 02/16/2006 Common Stock 2,400 ( 1 ) 0 D Deferred Stock Units $ 0 ( 4 ) 02/16/2006 M 150 ( 1 ) ( 6 ) ( 6 ) Common Stock 150 ( 1 ) 4,484.686 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PFUND WILLIAM H SNAP-ON INCORPORATED 2801 80TH STREET KENOSHA, WI53141 V.P. - Investor Relations Signatures Jason D. Bartel under Power of Attorney for William H. Pfund 02/21/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance share represented the right to receive one share of common stock. Vesting of the units was based on the achievement of certain company initiatives over the 2004-2005 period and 25% of the units vested. ( 2 )This information is based on a plan statement dated 2/21/06. ( 3 )One half of the option vests on 2/18/2006 and the remainder vests on 2/18/2007. ( 4 )1 for 1. ( 5 )Vesting of the units was based on the achievement of certain company initiatives over the 2003-2005 period. None of these units vested. ( 6 )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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