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.)

         10801 Corporate Drive
      Pleasant Prairie, Wisconsin                             53158-1603
 (Address of principal executive offices)                     (Zip Code)

            Snap-on Incorporated 2001 Incentive Stock and Awards Plan

                            (Full title of the plan)

                           --------------------------

                                  S.F. Marrinan
                   Vice President, Secretary & General Counsel
                               2801 - 80th Street
                          Kenosha, Wisconsin 53141-1410
                                 (414) 656-5200
            (Name, address and telephone number, including area code,
                              of agent for service)
<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE

                                                                    Proposed
                                             Proposed Maximum        Maximum
Title of Securities to     Amount to be      Offering Price Per   Aggregate Offering      Amount of
  be Registered             Registered            Share               Price             Registration Fee
<S>                      <C>                   <C>                 <C>                     <C>
Common Stock,
 $1 par value            5,000,000 shares      $ 29.26(1)          $146,300,000(1)         $ 36,575

Preferred Stock
Purchase Rights          5,000,000 rights          (2)                 (2)                    (2)

(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 May 29, 2001.
(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.
</TABLE>
                        ---------------------------------
<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 30,
2000, which includes certified financial statements of the Company as of and for
the year ended December 30, 2000.

     2. All other reports filed since December 30, 2000 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, dated January 12, 1978, 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, dated
October 14, 1997, 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


                                       2
<PAGE>

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
and certain officers. The Indemnification Agreements provide generally that the
Company must promptly advance directors and certain officers all reasonable
costs of defending against certain litigation upon request, and must indemnify
such director or officer against liabilities incurred in connection with such
litigation to the extent that such director or officer is successful on the
merits of the proceeding, or, if unsuccessful, to the extent that such director
or officer acted in good faith. However, no indemnification will be made under
the Agreement if the director or officer is found to not have acted in good
faith. The advance is subject to repayment under certain circumstances.

     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.

Item 9. Undertakings.

     *(a) The Company 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;

          (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, represent 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 Company 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
<PAGE>

     (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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of the
Company'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.

     *(h) 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 Company pursuant to the foregoing provisions, or
otherwise, the Company 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.

------------------
* Paragraph references correspond to those of Item 512 of Regulation S-K.


                                       4
<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 June 1, 2001.

                                        SNAP-ON INCORPORATED

                                        By:  /s/ D.F. Elliott
                                        D.F. Elliott
                                        President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of June 1, 2001, 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 his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Signatures                              Title

/s/ D. F. Elliott                       President and Chief
D.F. Elliott                            Executive Officer (Principal
                                        Executive Officer) and Director


                                       5
<PAGE>

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

/s/ R.A. Cornog                         Chairman of the Board of Directors
R.A. Cornog

/s/ B.M. Beronja                        Director
B.M. Beronja

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

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

/s/ J.D. Michaels                       Director
J.D. Michaels

/s/ F.S. Ptak                           Director
F.S. Ptak

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

/s/ R.F. Teerlink                       Director
R.F. Teerlink


                                  EXHIBIT INDEX

Exhibit No.    Exhibit

(4.1)          Snap-on Incorporated 2001 Incentive Stock and Awards Plan
               (incorporated herein by reference to Exhibit B to the Company's
               Proxy Statement for its Annual Meeting of Stockholders held April
               27, 2001 filed on Schedule 14A, File No. 1-7724).

(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
               January 2, 1998, 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 30, 1996, File No. 1-7724).


                                       6
<PAGE>

(4.4)          Rights Agreement dated as of August 22, 1997 between the Company
               and First Chicago Trust Company of New York, as Rights Agent
               (incorporated herein by reference to Exhibit 4 to the Company's
               Report on Form 8-K dated August 22, 1997, 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)



                                       7
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{"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": "333-62098", "film-number": "1652654"}, "business-address": {"street1": "10801 CORPORATE DRIVE", "city": "KENOSHA", "state": "WI", "zip": "53141-1430", "phone": "4146565200"}, "mail-address": {"street1": "10801 CORPORATE DRIVE", "city": "KENOSHA", "state": "WI", "zip": "53141"}, "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.)

         10801 Corporate Drive
      Pleasant Prairie, Wisconsin                             53158-1603
 (Address of principal executive offices)                     (Zip Code)

            Snap-on Incorporated 2001 Incentive Stock and Awards Plan

                            (Full title of the plan)

                           --------------------------

                                  S.F. Marrinan
                   Vice President, Secretary & General Counsel
                               2801 - 80th Street
                          Kenosha, Wisconsin 53141-1410
                                 (414) 656-5200
            (Name, address and telephone number, including area code,
                              of agent for service)
CALCULATION OF REGISTRATION FEE

                                                                    Proposed
                                             Proposed Maximum        Maximum
Title of Securities to     Amount to be      Offering Price Per   Aggregate Offering      Amount of
  be Registered             Registered            Share               Price             Registration Fee
Common Stock,
 $1 par value            5,000,000 shares      $ 29.26(1)          $146,300,000(1)         $ 36,575

Preferred Stock
Purchase Rights          5,000,000 rights          (2)                 (2)                    (2)

(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 May 29, 2001.
(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.
---------------------------------
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 30,
2000, which includes certified financial statements of the Company as of and for
the year ended December 30, 2000.

     2. All other reports filed since December 30, 2000 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, dated January 12, 1978, 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, dated
October 14, 1997, 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

                                       2
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
and certain officers. The Indemnification Agreements provide generally that the
Company must promptly advance directors and certain officers all reasonable
costs of defending against certain litigation upon request, and must indemnify
such director or officer against liabilities incurred in connection with such
litigation to the extent that such director or officer is successful on the
merits of the proceeding, or, if unsuccessful, to the extent that such director
or officer acted in good faith. However, no indemnification will be made under
the Agreement if the director or officer is found to not have acted in good
faith. The advance is subject to repayment under certain circumstances.

     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.

Item 9. Undertakings.

     *(a) The Company 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;

          (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, represent 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 Company 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
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of the
Company'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.

     *(h) 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 Company pursuant to the foregoing provisions, or
otherwise, the Company 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.

------------------
* Paragraph references correspond to those of Item 512 of Regulation S-K.

                                       4
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 June 1, 2001.

                                        SNAP-ON INCORPORATED

                                        By:  /s/ D.F. Elliott
                                        D.F. Elliott
                                        President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of June 1, 2001, 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 his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Signatures                              Title

/s/ D. F. Elliott                       President and Chief
D.F. Elliott                            Executive Officer (Principal
                                        Executive Officer) and Director

                                       5
/s/ D. S. Huml                          Senior Vice President-
D.S. Huml                               Finance, Chief Financial
                                        Officer (Principal Financial
                                        Officer), and Controller
                                        (Principal Accounting Officer)

/s/ R.A. Cornog                         Chairman of the Board of Directors
R.A. Cornog

/s/ B.M. Beronja                        Director
B.M. Beronja

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

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

/s/ J.D. Michaels                       Director
J.D. Michaels

/s/ F.S. Ptak                           Director
F.S. Ptak

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

/s/ R.F. Teerlink                       Director
R.F. Teerlink

                                  EXHIBIT INDEX

Exhibit No.    Exhibit

(4.1)          Snap-on Incorporated 2001 Incentive Stock and Awards Plan
               (incorporated herein by reference to Exhibit B to the Company's
               Proxy Statement for its Annual Meeting of Stockholders held April
               27, 2001 filed on Schedule 14A, File No. 1-7724).

(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
               January 2, 1998, 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 30, 1996, File No. 1-7724).

                                       6
(4.4)          Rights Agreement dated as of August 22, 1997 between the Company
               and First Chicago Trust Company of New York, as Rights Agent
               (incorporated herein by reference to Exhibit 4 to the Company's
               Report on Form 8-K dated August 22, 1997, 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)

                                       7