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 *
KASSOUF THOMAS L.
  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 & Pres - Tools
(Last)
(First)
(Middle)
SNAP-ON INCORPORATED, 2801 80TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2010
(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 07/28/2010   M   3,240 A $ 39.35 3,276 D  
Common Stock 07/28/2010   M   7,500 A $ 29.69 10,776 D  
Common Stock 07/28/2010   S   10,740 D $ 44.893 (1) 36 D  
Common Stock               4,536.173 (2) I By 40l(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 39.35 07/28/2010   M     3,240 02/16/2008 02/16/2016 Common Stock 3,240 (3) 0 D  
Stock Option (Right to Buy) $ 50.22             02/15/2010 02/15/2017 Common Stock 6,480   6,480 D  
Stock Option (Right to Buy) $ 54.5             04/30/2010 04/30/2017 Common Stock 6,000   6,000 D  
Stock Option (Right to Buy) $ 51.75               (4) 02/13/2018 Common Stock 20,000   20,000 D  
Stock Option (Right to Buy) $ 29.69 07/28/2010   M     7,500   (5) 02/11/2019 Common Stock 7,500 (3) 15,000 D  
Stock Option (Right to Buy) $ 41.01               (6) 02/10/2020 Common Stock 25,000   25,000 D  
Restricted Stock (7)               (8)   (8) Common Stock 6,900   6,900 D  
Restricted Stock Units (7)               (9)   (9) Common Stock 3,030   3,030 D  
Restricted Stock Units (7)               (10)   (10) Common Stock 6,136   6,136 D  
Performance Units (7)               (11)   (11) Common Stock 5,349   5,349 D  
Performance Units (7)               (12)   (12) Common Stcok 6,137   6,137 D  
Deferred Stock Units (7)               (13)   (13) Common Stock 1,217.066 (2)   1,217.066 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KASSOUF THOMAS L.
SNAP-ON INCORPORATED
2801 80TH STREET
KENOSHA, WI 53143
      SVP & Pres - Tools  

Signatures

 Kenneth V. Hallett under Power of Attorney for Thomas L. Kassouf   07/28/2010
**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) This transaction was executed in multiple trades at prices ranging from $44.64 to $45.08. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
(2) This information is based on a plan statement dated June 30, 2010.
(3) Exercise of Rule 16b-3 stock option.
(4) One third of the option vested on each of 2/13/2009 and 2/13/2010, and one third will vest on 2/13/2011.
(5) One third of the original option (for 7,500 total shares) vested on 2/11/2010, and was exercised on 7/28/2010, and one third vests on each of 2/11/2011 and 2/11/2012.
(6) One third of the option vests on each of 2/10/2011, 2/10/2012 and 2/10/2013.
(7) 1 for 1.
(8) The stock vests on the achievement of certain company initiatives over the 2008-2010 period.
(9) The restricted stock units were earned based on company performance during 2009. 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) The restricted stock units may be earned based on the achievement of certain company goals during 2010. Assuming continued employment on the payment date, which will occur in February 2013, the units will then vest in one installment and shares will be issued. The grant reported above represents the target number of units that may be earned; the maximum amount is 200% of the number reported.
(11) 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.
(12) If the company achieves certain goals over the 2010-2012 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.
(13) 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.

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