Registration No. 333-_____
                                                                           

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                              SNAP-ON INCORPORATED
             (Exact name of registrant as specified in its charter)

           Delaware                                        39-0622040
   (State or other jurisdiction                         (I.R.S. Employer 
   of incorporation or organization)                    Identification No.)

                2801 - 80th Street
                Kenosha, Wisconsin                              53141-1410
     (Address of principal executive offices)                   (Zip Code)

             Snap-on Tools Corporation 401(k) Personal Savings Plan
                    Sun Electric Corporation Retirement Plan
         Snap-on Tools Corporation Personal Savings Plan for Collective
                                 Bargained Groups
                            (Full title of the plan)
                           __________________________

                                 S. F. Marrinan
                   Vice President, Secretary & General Counsel
                               2801 - 80th Street
                         Kenosha, Wisconsin  53141-1410
                                 (414) 636-5200
       (Name, address and telephone number, including area code, of agent
                                   for service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                    Proposed      Proposed
                                    Maximum       Maximum
        Title of        Amount      Offering     Aggregate      Amount of
     Securities to      to be      Price Per      Offering    Registration
     be Registered    Registered     Share         Price           Fee

    Common Stock,    99,000(1)     $37.57(2)   $3,719,430(2)    $1,128(1)
     $1 par value    shares

    Preferred Stock  66,000(1)       (3)           (3)            (3)
     Purchase        rights
     Rights


   (1)      1,000 shares of Common Stock (and related Preferred Stock
            Purchase Rights), and the corresponding registration fee of
            $10.08 that has previously been paid by the Registrant, are being
            carried forward from the Registrant's earlier Registration
            Statement on Form S-8, Registration No. 33-57898.

   (2)      Estimated pursuant to Rule 457(c) under the Securities Act of
            1933 solely for the purpose of calculating the registration fee
            based upon the average of the high and low price of the Common
            Stock as reported on the New York Stock Exchange on January 31,
            1997.

   (3)      The value attributable to the Preferred Stock Purchase Rights is
            reflected in the market price of the Common Stock to which the
            Rights are attached.
                        _________________________________

            Pursuant to Rule 429, the Prospectus referred to herein also
   relates to the Registrant's Registration Statements on Form S-8,
   Registration No. 33-57898.

            In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plans
   described herein.

   <PAGE>
                                     PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed with the Commission by Snap-on
   Incorporated (the "Company") or by the Snap-on Tools 401(k) Personal
   Savings Plan, the Sun Electric Corporation Retirement Plan or the Snap-on
   Tools Corporation Savings Plan for Collective Bargained Groups
   (collectively, the "Plans") are hereby incorporated herein by reference:

             1.   The Company's Annual Report on Form 10-K for the year ended
   December 30, 1995, which includes certified financial statements of the
   Company as of and for the year ended December 30, 1995.

             2.   The Plans' Annual Report on Form 11-K for the year ended
   December 30, 1995, which includes certified financial statements of the
   Plans as of and for the year ended December 30, 1995.

             3.   All other reports filed since December 30, 1995 by the
   Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
   of 1934.

             4.   The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, including any
   amendment or report filed for the purpose of updating such description.

             5.   The description of the Company's Preferred Stock Purchase
   Rights contained in Item 1 of the Company's Registration Statement on Form
   8-A, including any amendment or report filed for the purpose of updating
   such description.

             All documents subsequently filed by the Company or the Plans
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
   Act of 1934, as amended, after the date of filing of this Registration
   Statement and prior to such time as the Company files a post-effective
   amendment to this Registration Statement which indicates that all
   securities offered hereby have been sold or which deregisters all
   securities then remaining unsold shall be deemed to be incorporated by
   reference in this Registration Statement and to be a part hereof from the
   date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Section 145 of the Delaware General Corporation Law permits
   corporations to indemnify directors and officers.  The statute generally
   requires that to obtain indemnification the director or officer must have
   acted in good faith and in a manner reasonably believed to be in or not
   opposed to the best interests of the corporation; and, additionally, in
   criminal proceedings, that the officer or director had no reasonable cause
   to believe his conduct was unlawful.  In any proceeding by or in the right
   of the corporation, no indemnification may be provided if the director or
   officer is adjudged liable to the corporation (unless ordered by the
   court).  Indemnification against expenses actually and reasonably incurred
   by a director or officer is required to the extent that such director or
   officer is successful on the merits in the defense of the proceeding.  The
   Company's Bylaws provide generally for indemnification, to the fullest
   extent permitted by Delaware law, of a director and officer who was or is
   a party or is threatened to be made a party to or is involved in any
   action, suit or proceeding, whether civil, criminal, administrative or
   investigative (a "proceeding"), by reason of the fact that he is or was a
   director or officer of the Company or was serving at the request of the
   Company as a director, officer, employee or agent of certain other related
   entities.  The Bylaws provide that the indemnification will cover all
   costs, charges, expenses, liabilities and losses reasonably incurred by
   the director or officer.  The Bylaws further provide that a director or
   officer has the right to be paid expenses incurred in defending a
   proceeding, except the amount of any settlement, in advance of its final
   disposition upon receipt by the Company of an undertaking from the
   director or officer to repay the advances if it is ultimately determined
   that he is not entitled to indemnification.

             The Company has entered into Indemnification Agreements with its
   directors.  The Indemnification Agreements provide generally that the
   Company must promptly advance the director all reasonable costs of
   defending against litigation.  However, no indemnification will be made
   under the Agreement if the director is found liable for willful
   misconduct, unless the court finds that the nature of the conduct is such
   that the director is fairly and reasonably entitled to indemnification. 
   The advance is subject to repayment if stockholders, legal counsel, a
   quorum of disinterested directors or a panel of three arbitrators find
   that the director has not met the required standards of conduct.

             The directors and officers of the Company are also covered by
   insurance policies indemnifying them (subject to certain limits and
   exclusions) against certain liabilities, including certain liabilities
   arising under the Securities Act of 1933, as amended, which might be
   incurred by them in such capacities and against which they cannot be
   indemnified by the Company.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The exhibits filed herewith or incorporated herein by reference
   are set forth on the attached Exhibit Index.

             The undersigned Registrant has submitted the Plans to the
   Internal Revenue Service ("IRS") in a timely manner and has made all
   changes required by the IRS in order to qualify the Plans under Section
   401 of the Internal Revenue Code of 1986, as amended.

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933, as amended;

                  (ii)  To reflect in the prospectus any facts or events
        arising after the effective date of the Registration Statement (or
        the most recent post-effective amendment thereof) which, individually
        or in the aggregate, represents a fundamental change in the
        information set forth in the Registration Statement.  Notwithstanding
        the foregoing, any increase or decrease in volume of securities
        offered (if the total dollar value of securities offered would not
        exceed that which was registered) and any deviation from the low or 
        high end of the estimated maximum offering range may be reflected
        in the form of prospectus filed with the Commission pursuant to Rule
        424(b) if, in the aggregate, the changes in volume and price represent
        no more than a 20% change in the maximum aggregate offering price set
        forth in the "Calculation of Registration Fee" table in the effective
        Registration Statement;

                  (iii) To include any material information with respect to
        the plan of distribution not previously disclosed in the Registration
        Statement or any material change to such information in the
        Registration Statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
   if the information required to be included in a post-effective amendment
   by those paragraphs is contained in periodic reports filed by the
   Registrant pursuant to Section 13 or Section 15(d) of the Securities
   Exchange Act of 1934, as amended, that are incorporated by reference in
   the Registration Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, as amended, each such post-effective amendment
   shall be deemed to be a new Registration Statement relating to the
   securities offered herein, and the offering of such securities at that
   time shall be deemed to be the initial bona fide offering thereof.

             (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933, as
   amended, each filing of the Registrant's annual report pursuant to Section
   13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
   that is incorporated by reference in this Registration Statement shall be
   deemed to be a new Registration Statement relating to the securities
   offered herein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933, as amended, may be permitted to directors,
   officers and controlling persons of the Registrant pursuant to the
   foregoing provisions, or otherwise, the Registrant has been advised that
   in the opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the Act and is,
   therefore, unenforceable.  In the event that a claim for indemnification
   against such liabilities (other than the payment by the Registrant of
   expenses incurred or paid by a director, officer or controlling person of
   the Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or controlling person in
   connection with the securities being registered, the Registrant will,
   unless in the opinion of its counsel the matter has been settled by
   controlling precedent, submit to a court of appropriate jurisdiction the
   question whether such indemnification by it is against public policy as
   expressed in the Act and will be governed by the final adjudication of
   such issue.


   <PAGE>
                                   SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly caused
   this Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Kenosha, State of Wisconsin, on
   February 3, 1997.

                                      SNAP-ON INCORPORATED



                                      By:       /s/ R. A. Cornog             
                                           R. A. Cornog
                                           Chairman of the Board, President
                                           and Chief Executive Officer





             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below as of February 3, 1997 by the
   following persons in the capacities indicated.  Each person whose
   signature appears below constitutes and appoints Donald S. Huml, Michael
   F. Montemurro and Susan F. Marrinan, and each of them individually, his or
   her attorneys-in-fact and agents, with full power of substitution and
   resubstitution for him or her and in his or her name, place and stead, in
   any and all capacities, to sign any and all amendments (including
   post-effective amendments) to the Registration Statement and to file the
   same, with all exhibits thereto, and other documents in connection
   therewith, with the Securities and Exchange Commission, granting unto said
   attorneys-in-fact and agents, and each of them, full power and authority
   to do and to perform each and every act and thing requisite and necessary
   to be done in connection therewith, as fully to all intents and purposes
   as he or she might or could do in person, hereby ratifying and confirming
   all that said attorneys-in-fact and agents, or any of them, or their or
   his or her substitute or substitutes, may lawfully do or cause to be done
   by virtue hereof.

         Signatures                            Title



          /s/ R. A. Cornog         Chairman of the Board,
    R. A. Cornog                   President and Chief Executive
                                   Officer (Principal Executive
                                   Officer)

         /s/ D. S. Huml            Senior Vice President-Finance
    D. S. Huml                     and Chief Financial Officer
                                   (Principal Financial Officer)


                                   Controller (Principal
         /s/ G. D. Johnson         Accounting Officer)
    G. D. Johnson


                                              Director
    B. M. Beronja

         /s/ D. W. Brinckman                  Director
    D. W. Brinckman


         /s/ B. S. Chelberg                   Director
    B. S. Chelberg

         /s/ R. J. Decyk                      Director
    R. J. Decyk


         /s/ L. A. Hadley                     Director
    L. A. Hadley


         /s/ R. F. Farley                     Director
    R. F. Farley



         /s/ A. L. Kelly                      Director
    A. L. Kelly

         /s/ G. W. Mead                       Director
    G. W. Mead


         /s/ E. H. Rensi                      Director
    E. H. Rensi


         /s/ J. H. Schnabel                   Director
    J. H. Schnabel


   <PAGE>
                                  EXHIBIT INDEX

    Exhibit No.                    Exhibit

    (4.1)        Restated Certificate of Incorporation of
                 the Company (incorporated herein by
                 reference to Exhibit 3(a) to the Company's
                 Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1994, File No. 1-
                 7724).

    (4.2)        Bylaws of the Company (incorporated herein
                 by reference to Exhibit 3(b) to the
                 Company's Annual Report on Form 10-K for
                 the fiscal year ended December 30, 1995,
                 File No. 1-7724).

    (4.3)        Rights Agreement dated as of October 23,
                 1987 between the Company and Harris Trust
                 and Savings Bank, as Rights Agent
                 (incorporated herein by reference to
                 Exhibit 1 to the Company's Registration
                 Statement on Form 8-A dated October 26,
                 1987, File No. 1-7724).

    (4.4)        Amendment to Rights Agreement dated as of
                 October 23, 1987 between the Company and
                 Harris Trust and Savings Bank
                 (incorporated herein by reference to
                 Exhibit 1 to the Company's Current Report
                 on Form 8-K dated June 4, 1992, File
                 No. 1-7724).

    (4.5)        Amendment to Rights Agreement dated as of
                 October 23, 1987 between the Company and
                 Harris Trust and Savings Bank
                 (incorporated herein by reference to
                 Exhibit 1 to the Company's Current Report
                 on Form 8-K dated January 28, 1994, File
                 No. 1-7724).

    (4.6)        Amendment to Rights Agreement dated as of
                 October 23, 1987 between the Company and
                 Harris Trust and Savings Bank
                 (incorporated by reference to Exhibit 1 to
                 the Company's Registration Statement on
                 Form 8-A/A dated June 28, 1996, File No.
                 1-7724).

    (5)          Opinion of Susan F. Marrinan, Esq.

    (23.1)       Consent of Arthur Andersen LLP.

    (23.2)       Consent of Susan F. Marrinan, Esq.
                 (contained in Exhibit 5 hereto)

    (24)         Power of Attorney (included in the
                 signature page to the Registration
                 Statement).
[{"type": "S-8", "sequence": "1", "description": "SNAP-ON INCORPORATED FORM S-8", "secsgml_size_bytes": 20570}]
{"company-data": {"conformed-name": "SNAP ON INC", "cik": "0000091440", "assigned-sic": "3825", "irs-number": "390622040", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21277", "film-number": "97519546"}, "business-address": {"street1": "2801 80TH ST", "street2": "P O BOX 1410", "city": "KENOSHA", "state": "WI", "zip": "53141-1410", "phone": "4146565200"}, "mail-address": {"street1": "2801 80TH ST", "street2": "P O BOX 1410", "city": "KENOSHA", "state": "WI", "zip": "53141-1410"}, "former-company": {"former-conformed-name": "SNAP ON TOOLS CORP", "date-changed": "19920703"}}
Registration No. 333-_____
                                                                           

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                              SNAP-ON INCORPORATED
             (Exact name of registrant as specified in its charter)

           Delaware                                        39-0622040
   (State or other jurisdiction                         (I.R.S. Employer 
   of incorporation or organization)                    Identification No.)

                2801 - 80th Street
                Kenosha, Wisconsin                              53141-1410
     (Address of principal executive offices)                   (Zip Code)

             Snap-on Tools Corporation 401(k) Personal Savings Plan
                    Sun Electric Corporation Retirement Plan
         Snap-on Tools Corporation Personal Savings Plan for Collective
                                 Bargained Groups
                            (Full title of the plan)
                           __________________________

                                 S. F. Marrinan
                   Vice President, Secretary & General Counsel
                               2801 - 80th Street
                         Kenosha, Wisconsin  53141-1410
                                 (414) 636-5200
       (Name, address and telephone number, including area code, of agent
                                   for service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                    Proposed      Proposed
                                    Maximum       Maximum
        Title of        Amount      Offering     Aggregate      Amount of
     Securities to      to be      Price Per      Offering    Registration
     be Registered    Registered     Share         Price           Fee

    Common Stock,    99,000(1)     $37.57(2)   $3,719,430(2)    $1,128(1)
     $1 par value    shares

    Preferred Stock  66,000(1)       (3)           (3)            (3)
     Purchase        rights
     Rights

   (1)      1,000 shares of Common Stock (and related Preferred Stock
            Purchase Rights), and the corresponding registration fee of
            $10.08 that has previously been paid by the Registrant, are being
            carried forward from the Registrant's earlier Registration
            Statement on Form S-8, Registration No. 33-57898.

   (2)      Estimated pursuant to Rule 457(c) under the Securities Act of
            1933 solely for the purpose of calculating the registration fee
            based upon the average of the high and low price of the Common
            Stock as reported on the New York Stock Exchange on January 31,
            1997.

   (3)      The value attributable to the Preferred Stock Purchase Rights is
            reflected in the market price of the Common Stock to which the
            Rights are attached.
                        _________________________________

            Pursuant to Rule 429, the Prospectus referred to herein also
   relates to the Registrant's Registration Statements on Form S-8,
   Registration No. 33-57898.

            In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plans
   described herein.
PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed with the Commission by Snap-on
   Incorporated (the "Company") or by the Snap-on Tools 401(k) Personal
   Savings Plan, the Sun Electric Corporation Retirement Plan or the Snap-on
   Tools Corporation Savings Plan for Collective Bargained Groups
   (collectively, the "Plans") are hereby incorporated herein by reference:

             1.   The Company's Annual Report on Form 10-K for the year ended
   December 30, 1995, which includes certified financial statements of the
   Company as of and for the year ended December 30, 1995.

             2.   The Plans' Annual Report on Form 11-K for the year ended
   December 30, 1995, which includes certified financial statements of the
   Plans as of and for the year ended December 30, 1995.

             3.   All other reports filed since December 30, 1995 by the
   Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
   of 1934.

             4.   The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, including any
   amendment or report filed for the purpose of updating such description.

             5.   The description of the Company's Preferred Stock Purchase
   Rights contained in Item 1 of the Company's Registration Statement on Form
   8-A, including any amendment or report filed for the purpose of updating
   such description.

             All documents subsequently filed by the Company or the Plans
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
   Act of 1934, as amended, after the date of filing of this Registration
   Statement and prior to such time as the Company files a post-effective
   amendment to this Registration Statement which indicates that all
   securities offered hereby have been sold or which deregisters all
   securities then remaining unsold shall be deemed to be incorporated by
   reference in this Registration Statement and to be a part hereof from the
   date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Section 145 of the Delaware General Corporation Law permits
   corporations to indemnify directors and officers.  The statute generally
   requires that to obtain indemnification the director or officer must have
   acted in good faith and in a manner reasonably believed to be in or not
   opposed to the best interests of the corporation; and, additionally, in
   criminal proceedings, that the officer or director had no reasonable cause
   to believe his conduct was unlawful.  In any proceeding by or in the right
   of the corporation, no indemnification may be provided if the director or
   officer is adjudged liable to the corporation (unless ordered by the
   court).  Indemnification against expenses actually and reasonably incurred
   by a director or officer is required to the extent that such director or
   officer is successful on the merits in the defense of the proceeding.  The
   Company's Bylaws provide generally for indemnification, to the fullest
   extent permitted by Delaware law, of a director and officer who was or is
   a party or is threatened to be made a party to or is involved in any
   action, suit or proceeding, whether civil, criminal, administrative or
   investigative (a "proceeding"), by reason of the fact that he is or was a
   director or officer of the Company or was serving at the request of the
   Company as a director, officer, employee or agent of certain other related
   entities.  The Bylaws provide that the indemnification will cover all
   costs, charges, expenses, liabilities and losses reasonably incurred by
   the director or officer.  The Bylaws further provide that a director or
   officer has the right to be paid expenses incurred in defending a
   proceeding, except the amount of any settlement, in advance of its final
   disposition upon receipt by the Company of an undertaking from the
   director or officer to repay the advances if it is ultimately determined
   that he is not entitled to indemnification.

             The Company has entered into Indemnification Agreements with its
   directors.  The Indemnification Agreements provide generally that the
   Company must promptly advance the director all reasonable costs of
   defending against litigation.  However, no indemnification will be made
   under the Agreement if the director is found liable for willful
   misconduct, unless the court finds that the nature of the conduct is such
   that the director is fairly and reasonably entitled to indemnification. 
   The advance is subject to repayment if stockholders, legal counsel, a
   quorum of disinterested directors or a panel of three arbitrators find
   that the director has not met the required standards of conduct.

             The directors and officers of the Company are also covered by
   insurance policies indemnifying them (subject to certain limits and
   exclusions) against certain liabilities, including certain liabilities
   arising under the Securities Act of 1933, as amended, which might be
   incurred by them in such capacities and against which they cannot be
   indemnified by the Company.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The exhibits filed herewith or incorporated herein by reference
   are set forth on the attached Exhibit Index.

             The undersigned Registrant has submitted the Plans to the
   Internal Revenue Service ("IRS") in a timely manner and has made all
   changes required by the IRS in order to qualify the Plans under Section
   401 of the Internal Revenue Code of 1986, as amended.

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933, as amended;

                  (ii)  To reflect in the prospectus any facts or events
        arising after the effective date of the Registration Statement (or
        the most recent post-effective amendment thereof) which, individually
        or in the aggregate, represents a fundamental change in the
        information set forth in the Registration Statement.  Notwithstanding
        the foregoing, any increase or decrease in volume of securities
        offered (if the total dollar value of securities offered would not
        exceed that which was registered) and any deviation from the low or 
        high end of the estimated maximum offering range may be reflected
        in the form of prospectus filed with the Commission pursuant to Rule
        424(b) if, in the aggregate, the changes in volume and price represent
        no more than a 20% change in the maximum aggregate offering price set
        forth in the "Calculation of Registration Fee" table in the effective
        Registration Statement;

                  (iii) To include any material information with respect to
        the plan of distribution not previously disclosed in the Registration
        Statement or any material change to such information in the
        Registration Statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
   if the information required to be included in a post-effective amendment
   by those paragraphs is contained in periodic reports filed by the
   Registrant pursuant to Section 13 or Section 15(d) of the Securities
   Exchange Act of 1934, as amended, that are incorporated by reference in
   the Registration Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, as amended, each such post-effective amendment
   shall be deemed to be a new Registration Statement relating to the
   securities offered herein, and the offering of such securities at that
   time shall be deemed to be the initial bona fide offering thereof.

             (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933, as
   amended, each filing of the Registrant's annual report pursuant to Section
   13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
   that is incorporated by reference in this Registration Statement shall be
   deemed to be a new Registration Statement relating to the securities
   offered herein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933, as amended, may be permitted to directors,
   officers and controlling persons of the Registrant pursuant to the
   foregoing provisions, or otherwise, the Registrant has been advised that
   in the opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the Act and is,
   therefore, unenforceable.  In the event that a claim for indemnification
   against such liabilities (other than the payment by the Registrant of
   expenses incurred or paid by a director, officer or controlling person of
   the Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or controlling person in
   connection with the securities being registered, the Registrant will,
   unless in the opinion of its counsel the matter has been settled by
   controlling precedent, submit to a court of appropriate jurisdiction the
   question whether such indemnification by it is against public policy as
   expressed in the Act and will be governed by the final adjudication of
   such issue.
SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly caused
   this Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Kenosha, State of Wisconsin, on
   February 3, 1997.

                                      SNAP-ON INCORPORATED

                                      By:       /s/ R. A. Cornog             
                                           R. A. Cornog
                                           Chairman of the Board, President
                                           and Chief Executive Officer

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below as of February 3, 1997 by the
   following persons in the capacities indicated.  Each person whose
   signature appears below constitutes and appoints Donald S. Huml, Michael
   F. Montemurro and Susan F. Marrinan, and each of them individually, his or
   her attorneys-in-fact and agents, with full power of substitution and
   resubstitution for him or her and in his or her name, place and stead, in
   any and all capacities, to sign any and all amendments (including
   post-effective amendments) to the Registration Statement and to file the
   same, with all exhibits thereto, and other documents in connection
   therewith, with the Securities and Exchange Commission, granting unto said
   attorneys-in-fact and agents, and each of them, full power and authority
   to do and to perform each and every act and thing requisite and necessary
   to be done in connection therewith, as fully to all intents and purposes
   as he or she might or could do in person, hereby ratifying and confirming
   all that said attorneys-in-fact and agents, or any of them, or their or
   his or her substitute or substitutes, may lawfully do or cause to be done
   by virtue hereof.

         Signatures                            Title

          /s/ R. A. Cornog         Chairman of the Board,
    R. A. Cornog                   President and Chief Executive
                                   Officer (Principal Executive
                                   Officer)

         /s/ D. S. Huml            Senior Vice President-Finance
    D. S. Huml                     and Chief Financial Officer
                                   (Principal Financial Officer)

                                   Controller (Principal
         /s/ G. D. Johnson         Accounting Officer)
    G. D. Johnson

                                              Director
    B. M. Beronja

         /s/ D. W. Brinckman                  Director
    D. W. Brinckman

         /s/ B. S. Chelberg                   Director
    B. S. Chelberg

         /s/ R. J. Decyk                      Director
    R. J. Decyk

         /s/ L. A. Hadley                     Director
    L. A. Hadley

         /s/ R. F. Farley                     Director
    R. F. Farley

         /s/ A. L. Kelly                      Director
    A. L. Kelly

         /s/ G. W. Mead                       Director
    G. W. Mead

         /s/ E. H. Rensi                      Director
    E. H. Rensi

         /s/ J. H. Schnabel                   Director
    J. H. Schnabel
EXHIBIT INDEX

    Exhibit No.                    Exhibit

    (4.1)        Restated Certificate of Incorporation of
                 the Company (incorporated herein by
                 reference to Exhibit 3(a) to the Company's
                 Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1994, File No. 1-
                 7724).

    (4.2)        Bylaws of the Company (incorporated herein
                 by reference to Exhibit 3(b) to the
                 Company's Annual Report on Form 10-K for
                 the fiscal year ended December 30, 1995,
                 File No. 1-7724).

    (4.3)        Rights Agreement dated as of October 23,
                 1987 between the Company and Harris Trust
                 and Savings Bank, as Rights Agent
                 (incorporated herein by reference to
                 Exhibit 1 to the Company's Registration
                 Statement on Form 8-A dated October 26,
                 1987, File No. 1-7724).

    (4.4)        Amendment to Rights Agreement dated as of
                 October 23, 1987 between the Company and
                 Harris Trust and Savings Bank
                 (incorporated herein by reference to
                 Exhibit 1 to the Company's Current Report
                 on Form 8-K dated June 4, 1992, File
                 No. 1-7724).

    (4.5)        Amendment to Rights Agreement dated as of
                 October 23, 1987 between the Company and
                 Harris Trust and Savings Bank
                 (incorporated herein by reference to
                 Exhibit 1 to the Company's Current Report
                 on Form 8-K dated January 28, 1994, File
                 No. 1-7724).

    (4.6)        Amendment to Rights Agreement dated as of
                 October 23, 1987 between the Company and
                 Harris Trust and Savings Bank
                 (incorporated by reference to Exhibit 1 to
                 the Company's Registration Statement on
                 Form 8-A/A dated June 28, 1996, File No.
                 1-7724).

    (5)          Opinion of Susan F. Marrinan, Esq.

    (23.1)       Consent of Arthur Andersen LLP.

    (23.2)       Consent of Susan F. Marrinan, Esq.
                 (contained in Exhibit 5 hereto)

    (24)         Power of Attorney (included in the
                 signature page to the Registration
                 Statement).