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 401(k) Savings Plan
       Snap-on Incorporated 401(k) Personal Savings Plan for Subsidiaries
         Snap-on Tools Corporation Personal Savings Plan for Collective
                                Bargained Groups
                            (Full title of the plans)
                           --------------------------

                                 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>
                         CALCULATION OF REGISTRATION FEE

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

<S>                          <C>                     <C>                        <C>                     <C>
  Common Stock,              297,000                 $29.88 (1)                 $8,874,360(1)           $ 2,121
  $1 par value shares

  Preferred Stock            198,000                     (2)                            (2)                  (2)
  Purchase Rights
</TABLE>

<PAGE>
  (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 June 27, 2002.

   (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 Nos. 33-57898
and 333-21277.

       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 Incorporated 401(k) Savings Plan, Snap-on
Incorporated 401(k) Personal Savings Plan for Subsidiaries, and the Snap-on
Tools Corporation Personal 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
29, 2001, which includes certified financial statements of the Company as of and
for the year ended December 29, 2001.

       2. The Plans' Annual Report on Form 11-K for the year ended December 29,
2001, which includes certified financial statements of the Plans as of and for
the year ended December 29, 2001.

       3. All other reports filed since December 29, 2001 by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

                                       2
<PAGE>

       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.

                                       3
<PAGE>

       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.

       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

                                       4
<PAGE>

       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 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.


                                       5
<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 July 1, 2002.

                                           SNAP-ON INCORPORATED

                                           By:  /s/ D. F. Elliott
                                              ----------------------------------

                                           D. F. Elliott
                                           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 July 1, 2002 by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints 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.


   Signature                            Title                           Date
   ---------                            -----                           ----

/s/ D. F. Elliott             Chairman of the Board, President     July 1, 2002
-------------------------     and Chief Executive Officer
Dale F. Elliott               (Principal Executive Officer)


/s/ B. A. Metzger             Vice President and Controller        July 1, 2002
-------------------------     (Principal Financial Officer and
Blaine A. Metzger             Principal Accounting Officer)


/s/ B. S. Chelberg            Director                             July 1, 2002
-------------------------
Bruce S. Chelberg

                                       6
<PAGE>
   Signature                            Title                           Date
   ---------                            -----                           ----

/s/ R. J. Decyk               Director                             July 1, 2002
-------------------------
Roxanne J. Decyk


/s/ L. A. Hadley              Director                             July 1, 2002
-------------------------
Leonard A. Hadley


/s/ A. L. Kelly               Director                             July 1, 2002
-------------------------
Arthur L. Kelly



/s/ J. D. Michaels            Director                             July 1, 2002
-------------------------
Jack D. Michaels

/s/ L. Nyberg                 Director                             July 1, 2002
-------------------------
Lars Nyberg


/s/ F. S. Ptak                Director                             July 1, 2002
-------------------------
Frank S. Ptak


/s/ E. H. Rensi               Director                             July 1, 2002
-------------------------
Edward H. Rensi


/s/ R. F. Teerlink            Director                             July 1, 2002
-------------------------
Richard F. Teerlink


                                       7
<PAGE>

       Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan Administrator has duly caused this Registration Statement on its behalf
by the undersigned, thereunto duly authorized, in the City of Kenosha, State of
Wisconsin, on July 1, 2002.

                                     Snap-on 401(k) Savings Plan
                                     Snap-on Incorporated 401(k) Personal
                                       Savings Plan for Subsidiaries
                                     Snap-on Tools Corporation Personal Savings
                                       Plan for Collective Bargained Groups


                                     By:  /s/ Paul C. Prickett
                                         ------------------------------------
                                         Paul C. Prickett, as Plan Administrator



                                       8
<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 January 2, 1998, 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, 1996, File No. 1-7724).

    (4.3)         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).

    (4.4)         Amendment No. 1 to the Rights Agreement, dated as of September
                  24, 2001, between Snap-on Incorporated and Equiserve Trust
                  Company, N.A. (successor to First Chicago Trust Company of
                  New York), as Rights Agent, (incorporated herein by reference
                  to Exhibit 2 to the Company's Registration Statement on Form
                  8-A/A dated September 25, 2001, File No. 1-7724).

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

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

    (23.2)        Consent of Arthur Andersen LLP (not included)*

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


* After reasonable efforts, we have been unable to obtain the written consent of
Arthur Andersen LLP. Therefore, pursuant to the relief afforded to us by the SEC
under Rule 437a of the Securities Act, we are filing this registration statement
without a written consent from Arthur Andersen LLP.

                                       9
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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": "333-91712", "film-number": "02694151"}, "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 401(k) Savings Plan
       Snap-on Incorporated 401(k) Personal Savings Plan for Subsidiaries
         Snap-on Tools Corporation Personal Savings Plan for Collective
                                Bargained Groups
                            (Full title of the plans)
                           --------------------------

                                 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
Title of Securities           Amount             Proposed Maximum             Proposed Maximum           Amount of
to be Registered         to be Registered     Offering Price Per Share    Aggregate Offering Price   Registration Fee
----------------         ----------------     ------------------------    ------------------------   ----------------
Common Stock,              297,000                 $29.88 (1)                 $8,874,360(1)           $ 2,121
  $1 par value shares

  Preferred Stock            198,000                     (2)                            (2)                  (2)
  Purchase 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 June 27, 2002.

   (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 Nos. 33-57898
and 333-21277.

       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 Incorporated 401(k) Savings Plan, Snap-on
Incorporated 401(k) Personal Savings Plan for Subsidiaries, and the Snap-on
Tools Corporation Personal 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
29, 2001, which includes certified financial statements of the Company as of and
for the year ended December 29, 2001.

       2. The Plans' Annual Report on Form 11-K for the year ended December 29,
2001, which includes certified financial statements of the Plans as of and for
the year ended December 29, 2001.

       3. All other reports filed since December 29, 2001 by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

                                       2
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.

                                       3
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.

       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

                                       4
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 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.

                                       5
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 July 1, 2002.

                                           SNAP-ON INCORPORATED

                                           By:  /s/ D. F. Elliott
                                              ----------------------------------

                                           D. F. Elliott
                                           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 July 1, 2002 by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints 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.

   Signature                            Title                           Date
   ---------                            -----                           ----

/s/ D. F. Elliott             Chairman of the Board, President     July 1, 2002
-------------------------     and Chief Executive Officer
Dale F. Elliott               (Principal Executive Officer)

/s/ B. A. Metzger             Vice President and Controller        July 1, 2002
-------------------------     (Principal Financial Officer and
Blaine A. Metzger             Principal Accounting Officer)

/s/ B. S. Chelberg            Director                             July 1, 2002
-------------------------
Bruce S. Chelberg

                                       6
Signature                            Title                           Date
   ---------                            -----                           ----

/s/ R. J. Decyk               Director                             July 1, 2002
-------------------------
Roxanne J. Decyk

/s/ L. A. Hadley              Director                             July 1, 2002
-------------------------
Leonard A. Hadley

/s/ A. L. Kelly               Director                             July 1, 2002
-------------------------
Arthur L. Kelly

/s/ J. D. Michaels            Director                             July 1, 2002
-------------------------
Jack D. Michaels

/s/ L. Nyberg                 Director                             July 1, 2002
-------------------------
Lars Nyberg

/s/ F. S. Ptak                Director                             July 1, 2002
-------------------------
Frank S. Ptak

/s/ E. H. Rensi               Director                             July 1, 2002
-------------------------
Edward H. Rensi

/s/ R. F. Teerlink            Director                             July 1, 2002
-------------------------
Richard F. Teerlink

                                       7
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan Administrator has duly caused this Registration Statement on its behalf
by the undersigned, thereunto duly authorized, in the City of Kenosha, State of
Wisconsin, on July 1, 2002.

                                     Snap-on 401(k) Savings Plan
                                     Snap-on Incorporated 401(k) Personal
                                       Savings Plan for Subsidiaries
                                     Snap-on Tools Corporation Personal Savings
                                       Plan for Collective Bargained Groups

                                     By:  /s/ Paul C. Prickett
                                         ------------------------------------
                                         Paul C. Prickett, as Plan Administrator

                                       8
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 January 2, 1998, 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, 1996, File No. 1-7724).

    (4.3)         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).

    (4.4)         Amendment No. 1 to the Rights Agreement, dated as of September
                  24, 2001, between Snap-on Incorporated and Equiserve Trust
                  Company, N.A. (successor to First Chicago Trust Company of
                  New York), as Rights Agent, (incorporated herein by reference
                  to Exhibit 2 to the Company's Registration Statement on Form
                  8-A/A dated September 25, 2001, File No. 1-7724).

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

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

    (23.2)        Consent of Arthur Andersen LLP (not included)*

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

* After reasonable efforts, we have been unable to obtain the written consent of
Arthur Andersen LLP. Therefore, pursuant to the relief afforded to us by the SEC
under Rule 437a of the Securities Act, we are filing this registration statement
without a written consent from Arthur Andersen LLP.

                                       9