SECURITIES AND EXCHANGE COMMISSION 
  
                           Washington, D.C. 20549 
  
                                  Form 8-K 
  
                               CURRENT REPORT 

  
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
  
       Date of Report (Date of earliest event reported)  June 1, 1998 

  
                              Snap-on Incorporated
             ------------------------------------------------------
             (Exact same of registrant as specified is its charter) 
  

               Delaware                 001-07724            39-0622040
    -----------------------------      -----------       -------------------
    (State or other jurisdictions      (Commission         (IRS Employer 
          of incorporation)             File No.)        Identification No.)

  
              10801 Corporate Drive, Kenosha, Wisconsin  53141-1430
           -----------------------------------------------------------
  
   Registrant's telephone number, including area code       (414) 656-5200
  

  
 ITEM 2.   Acquisition or Disposition of Assets. 
  
           Snap-on Incorporated ("Parent"), a Delaware corporation, Snap-on
 Pace Company (the "Purchaser"), a Wisconsin corporation and an indirect
 wholly-owned subsidiary of Parent, and Hein-Werner Corporation (the
 "Company"), entered into the Agreement and Plan of Merger, dated as of
 April 27, 1998 (the "Merger Agreement"), which provides, among other
 things, for the merger of the Purchaser with and into the Company (the
 "Merger").  Pursuant to the Merger Agreement, the Purchaser commenced a
 cash tender offer on May 4, 1998, for all outstanding shares of the
 Company's common stock, including the associated common share purchase
 rights (the "Shares"), at a price of $12.60 per Share, net to the seller in
 cash (the "Offer").  The Offer expired at 12:00 midnight, New York City
 time, on Monday, June 1, 1998.  At such time, Purchaser accepted for
 payment approximately 2,737,030 Shares validly tendered and not withdrawn
 (approximately 93.7% of the issued and outstanding Shares).   
  
      On July 17, 1998, a special meeting of shareholders was held at which
 the requisite number of shareholders approved and adopted the Merger
 Agreement.  As a result of the Merger, the Company is the surviving
 corporation and has become an indirect wholly-owned subsidiary of Parent. 
 In the Merger, each outstanding share of common stock of the Company (other
 than shares held by the Company or owned by the Purchaser) was converted
 into the right to receive $12.60 in cash, without interest thereon, all as
 more fully set forth and described in the Information Statement and the
 Merger Agreement, each of which was filed as part of a Schedule 14C on June
 18, 1998. 

  
 ITEM 7.   Financial Statements 
  
      (a)-(b)   Not required. 
  
      (c)       Exhibits. 
  
          2.1   Agreement and Plan of Merger, dated as of April 27, 1998,
                by and among Parent, the Purchaser and the Company
                (incorporated by reference to Exhibit (c)(1) of the Schedule
                14D-1 filed on May 4, 1998, by Parent and the Purchaser). 
            
         99.1   Press Release of Snap-on Incorporated, dated July 20, 1998. 
  
  

  
                                 SIGNATURES 
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf of
 the undersigned hereunto duly authorized. 
  
 Dated: July 22, 1998              By: /s/ Susan F. Marrinan
                                      -----------------------------------
                                   Name:  Susan F. Marrinan 
                                   Title: Vice President, General Counsel
                                             and Secretary 
  



                              EXHIBIT INDEX
  
 Exhibit 
 Number     Description 
 -------    -----------
   2.1      Agreement and Plan of Merger, dated as of April 27, 1998, by
            and among Parent, the Purchaser and the Company (incorporated
            by reference to Exhibit (c)(1) of the Schedule 14D-1 filed on
            May 4, 1998, by Parent and the Purchaser). 
            
  99.1      Press Release of Snap-on Incorporated, dated July 20, 1998.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4350}]
{"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": "8-K", "act": "34", "file-number": "001-07724", "film-number": "98669723"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION 
  
                           Washington, D.C. 20549 
  
                                  Form 8-K 
  
                               CURRENT REPORT 

  
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
  
       Date of Report (Date of earliest event reported)  June 1, 1998 

  
                              Snap-on Incorporated
             ------------------------------------------------------
             (Exact same of registrant as specified is its charter) 
  

               Delaware                 001-07724            39-0622040
    -----------------------------      -----------       -------------------
    (State or other jurisdictions      (Commission         (IRS Employer 
          of incorporation)             File No.)        Identification No.)

  
              10801 Corporate Drive, Kenosha, Wisconsin  53141-1430
           -----------------------------------------------------------
  
   Registrant's telephone number, including area code       (414) 656-5200
  

  
 ITEM 2.   Acquisition or Disposition of Assets. 
  
           Snap-on Incorporated ("Parent"), a Delaware corporation, Snap-on
 Pace Company (the "Purchaser"), a Wisconsin corporation and an indirect
 wholly-owned subsidiary of Parent, and Hein-Werner Corporation (the
 "Company"), entered into the Agreement and Plan of Merger, dated as of
 April 27, 1998 (the "Merger Agreement"), which provides, among other
 things, for the merger of the Purchaser with and into the Company (the
 "Merger").  Pursuant to the Merger Agreement, the Purchaser commenced a
 cash tender offer on May 4, 1998, for all outstanding shares of the
 Company's common stock, including the associated common share purchase
 rights (the "Shares"), at a price of $12.60 per Share, net to the seller in
 cash (the "Offer").  The Offer expired at 12:00 midnight, New York City
 time, on Monday, June 1, 1998.  At such time, Purchaser accepted for
 payment approximately 2,737,030 Shares validly tendered and not withdrawn
 (approximately 93.7% of the issued and outstanding Shares).   
  
      On July 17, 1998, a special meeting of shareholders was held at which
 the requisite number of shareholders approved and adopted the Merger
 Agreement.  As a result of the Merger, the Company is the surviving
 corporation and has become an indirect wholly-owned subsidiary of Parent. 
 In the Merger, each outstanding share of common stock of the Company (other
 than shares held by the Company or owned by the Purchaser) was converted
 into the right to receive $12.60 in cash, without interest thereon, all as
 more fully set forth and described in the Information Statement and the
 Merger Agreement, each of which was filed as part of a Schedule 14C on June
 18, 1998. 

  
 ITEM 7.   Financial Statements 
  
      (a)-(b)   Not required. 
  
      (c)       Exhibits. 
  
          2.1   Agreement and Plan of Merger, dated as of April 27, 1998,
                by and among Parent, the Purchaser and the Company
                (incorporated by reference to Exhibit (c)(1) of the Schedule
                14D-1 filed on May 4, 1998, by Parent and the Purchaser). 
            
         99.1   Press Release of Snap-on Incorporated, dated July 20, 1998. 
  
  

  
                                 SIGNATURES 
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf of
 the undersigned hereunto duly authorized. 
  
 Dated: July 22, 1998              By: /s/ Susan F. Marrinan
                                      -----------------------------------
                                   Name:  Susan F. Marrinan 
                                   Title: Vice President, General Counsel
                                             and Secretary 
  

                              EXHIBIT INDEX
  
 Exhibit 
 Number     Description 
 -------    -----------
   2.1      Agreement and Plan of Merger, dated as of April 27, 1998, by
            and among Parent, the Purchaser and the Company (incorporated
            by reference to Exhibit (c)(1) of the Schedule 14D-1 filed on
            May 4, 1998, by Parent and the Purchaser). 
            
  99.1      Press Release of Snap-on Incorporated, dated July 20, 1998.