Registration No. 33-_____
                                                                           

                       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 Incorporated Employee Stock Ownership Plan
                            (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        Offering       Registra-
     be Registered    Registered    Per Share        Price         tion Fee

    Common Stock,       650,000    $35.4375(1)   $23,034,375(1)     $7,943
     $1 par value       shares

    Preferred Stock     650,000        (2)            (2)            (2)
    Purchase Rights     rights


   (1)      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 April 21,
            1995.

   (2)      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. 33-7471 and Form S-8 Registration No. 33-22417.

   <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") are hereby incorporated herein by reference:

             1.   The Company's Annual Report on Form 10-K for the year ended
   December 31, 1994, which includes audited financial statements as of and
   for the year ended December 31, 1994.

             2.   All other reports filed since December 31, 1994 by the
   Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
   of 1934.

             3.   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.

             4.   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 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 following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

    Exhibit No.                         Exhibit

    (4.1)              Snap-on Incorporated Employee
                       Stock Ownership Plan.

    (4.2)              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).

    (4.3)              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 31, 1994, File
                       No. 1-7724).

    (4.4)              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).

    (4.5)              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 June 4, 1992,
                       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 herein by
                       reference to Exhibit 1 to the
                       Company's Current Report on
                       Form 8-K dated January 28, 1994,
                       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)

   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;

                  (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
   April 28, 1995.

                                      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 by the following persons in
   the capacities and on the dates indicated.  

         Signatures                      Title              Date



     /s/ R. A. Cornog             Chairman of the      April 28, 1995
         R. A. Cornog             Board, President
                                  and Chief Executive
                                  Officer (Principal
                                  Executive Officer)

     /s/ D. S. Huml               Senior Vice          April 28, 1995
         D. S. Huml               President-Finance
                                  and Chief Financial
                                  Officer (Principal
                                  Financial Officer)

     /s/ G. D. Johnson            Controller
         G. D. Johnson            (Principal           April 28, 1995
                                  Accounting Officer)



     /s/ D. W. Brinckman                Director       April 28, 1995
         D. W. Brinckman


     /s/ B. S. Chelberg                 Director       April 28, 1995
         B. S. Chelberg


     /s/ R. J. Decyk                    Director       April 28, 1995
         R. J. Decyk



     /s/ R. F. Farley                   Director       April 28, 1995
         R. F. Farley


     /s/ A. L. Kelly                    Director       April 28, 1995
         A. L. Kelly



     /s/ G. W. Mead                     Director       April 28, 1995
         G. W. Mead



     /s/ E. H. Rensi                    Director       April 28, 1995
         E. H. Rensi



     /s/ J. H. Schnabel                 Director       April 28, 1995
         J. H. Schnabel

   <PAGE>
                                  EXHIBIT INDEX

    Exhibit No.                  Exhibit

    (4.1)        Snap-on Incorporated Employee Stock
                 Ownership Plan.

    (4.2)        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).

    (4.3)        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 31, 1994, File No. 1-7724).

    (4.4)        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).

    (4.5)        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 June 4, 1992,
                 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 herein by reference
                 to Exhibit 1 to the Company's Current
                 Report on Form 8-K dated January 28,
                 1994, 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)
[{"type": "S-8", "sequence": "1", "description": "SNAP-ON INCORPORATED FORM S-8", "secsgml_size_bytes": 19697}]
{"company-data": {"conformed-name": "SNAP ON INC", "cik": "0000091440", "assigned-sic": "3420", "irs-number": "390622040", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58939", "film-number": "95533037"}, "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. 33-_____
                                                                           

                       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 Incorporated Employee Stock Ownership Plan
                            (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        Offering       Registra-
     be Registered    Registered    Per Share        Price         tion Fee

    Common Stock,       650,000    $35.4375(1)   $23,034,375(1)     $7,943
     $1 par value       shares

    Preferred Stock     650,000        (2)            (2)            (2)
    Purchase Rights     rights

   (1)      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 April 21,
            1995.

   (2)      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. 33-7471 and Form S-8 Registration No. 33-22417.
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") are hereby incorporated herein by reference:

             1.   The Company's Annual Report on Form 10-K for the year ended
   December 31, 1994, which includes audited financial statements as of and
   for the year ended December 31, 1994.

             2.   All other reports filed since December 31, 1994 by the
   Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
   of 1934.

             3.   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.

             4.   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 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 following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

    Exhibit No.                         Exhibit

    (4.1)              Snap-on Incorporated Employee
                       Stock Ownership Plan.

    (4.2)              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).

    (4.3)              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 31, 1994, File
                       No. 1-7724).

    (4.4)              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).

    (4.5)              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 June 4, 1992,
                       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 herein by
                       reference to Exhibit 1 to the
                       Company's Current Report on
                       Form 8-K dated January 28, 1994,
                       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)

   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;

                  (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
   April 28, 1995.

                                      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 by the following persons in
   the capacities and on the dates indicated.  

         Signatures                      Title              Date

     /s/ R. A. Cornog             Chairman of the      April 28, 1995
         R. A. Cornog             Board, President
                                  and Chief Executive
                                  Officer (Principal
                                  Executive Officer)

     /s/ D. S. Huml               Senior Vice          April 28, 1995
         D. S. Huml               President-Finance
                                  and Chief Financial
                                  Officer (Principal
                                  Financial Officer)

     /s/ G. D. Johnson            Controller
         G. D. Johnson            (Principal           April 28, 1995
                                  Accounting Officer)

     /s/ D. W. Brinckman                Director       April 28, 1995
         D. W. Brinckman

     /s/ B. S. Chelberg                 Director       April 28, 1995
         B. S. Chelberg

     /s/ R. J. Decyk                    Director       April 28, 1995
         R. J. Decyk

     /s/ R. F. Farley                   Director       April 28, 1995
         R. F. Farley

     /s/ A. L. Kelly                    Director       April 28, 1995
         A. L. Kelly

     /s/ G. W. Mead                     Director       April 28, 1995
         G. W. Mead

     /s/ E. H. Rensi                    Director       April 28, 1995
         E. H. Rensi

     /s/ J. H. Schnabel                 Director       April 28, 1995
         J. H. Schnabel
EXHIBIT INDEX

    Exhibit No.                  Exhibit

    (4.1)        Snap-on Incorporated Employee Stock
                 Ownership Plan.

    (4.2)        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).

    (4.3)        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 31, 1994, File No. 1-7724).

    (4.4)        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).

    (4.5)        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 June 4, 1992,
                 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 herein by reference
                 to Exhibit 1 to the Company's Current
                 Report on Form 8-K dated January 28,
                 1994, 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)