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):  July 2, 1998 
  
                            SNAP-ON INCORPORATED 
 --------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter) 
  
  
   DELAWARE                      1-7724                      39-0622040 
 --------------------------------------------------------------------------
 (State or other              (Commission File            (I.R.S. Employer 
 jurisdiction of              Number)                     Identification 
 incorporation)                                           Number) 
  
  
 2801 80th Street 
 Kenosha, Wisconsin                                53141-1410 
 --------------------------------------------------------------------------
 (Address of principal executive offices)          (Zip Code) 
  
  
                               (414) 656-5200 
 --------------------------------------------------------------------------
             (Registrant's telephone number, including area code) 
  
  
                                    N/A 
 --------------------------------------------------------------------------
        (Former name or former address, if changed since last report) 
  


 Item 5.  Other Events. 

           On July 2, 1998, Snap-on Incorporated (the "Company") adopted a
 Grantor Trust Stock Ownership Program (a "GSOP") in connection with which
 the Company entered into a benefit trust agreement (the "Benefit Trust
 Agreement"), dated July 2, 1998, with The Northern Trust Company (the
 "Trustee"), providing for the establishment of a grantor trust (the "GSOP
 Trust").  The GSOP Trust is designed to acquire, hold and distribute shares
 of the common stock, par value $1.00, of the Company (the "Common Stock")
 for the purpose of funding certain benefit programs and compensation
 arrangements of the Company (collectively, the "Plans").  The GSOP Trust
 will not increase or alter the amount of benefits or compensation which
 will be paid under the Plans, but offers the Company enhanced financial
 flexibility in satisfying the obligations arising under the Plans.   
  
           On July 2, 1998, the Company sold an aggregate of 7,100,000
 treasury shares(the "Acquired Shares") of the Common Stock, to the GSOP
 Trust for $260,037,500 (the "Purchase Price").  The Acquired Shares
 represent approximately 10.7% of the outstanding shares of Common Stock
 after giving effect to the sale.  The Purchase Price per share is equal to
 the closing price per share of Common Stock on the New York Stock Exchange
 on the last trading day prior to the sale.  In payment for the Acquired
 Shares, the Trustee issued a promissory note payable to the Company with a
 principal amount equal to the Purchase Price and pledged the Acquired
 Shares as security for the loan evidenced by the promissory note.  Acquired
 Shares will be released from collateral as the promissory note is paid
 down.  All Acquired Shares are required to be transferred from the GSOP
 Trust by June 30, 2013 unless the GSOP is otherwise extended. 
  
           The Trustee will vote or tender shares held by the GSOP Trust in
 accordance with the confidential instructions of Eligible Participants as
 defined in the Benefit Trust Agreement.  Shares held by the GSOP Trust will
 not affect the earnings per share calculation or return on average
 stockholders' equity until after they are transferred out of the GSOP
 Trust.   



                               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
 by the undersigned, hereunto duly authorized. 
  
  
                                   SNAP-ON INCORPORATED 
                                     (Registrant) 
  
  
                                   By:/s/ Susan F. Marrinan  
                                      ---------------------  
                                          Susan F. Marrinan 
                                          General Counsel 
  
  
 Dated:  July 10, 1998
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4441}]
{"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": "98664049"}, "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):  July 2, 1998 
  
                            SNAP-ON INCORPORATED 
 --------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter) 
  
  
   DELAWARE                      1-7724                      39-0622040 
 --------------------------------------------------------------------------
 (State or other              (Commission File            (I.R.S. Employer 
 jurisdiction of              Number)                     Identification 
 incorporation)                                           Number) 
  
  
 2801 80th Street 
 Kenosha, Wisconsin                                53141-1410 
 --------------------------------------------------------------------------
 (Address of principal executive offices)          (Zip Code) 
  
  
                               (414) 656-5200 
 --------------------------------------------------------------------------
             (Registrant's telephone number, including area code) 
  
  
                                    N/A 
 --------------------------------------------------------------------------
        (Former name or former address, if changed since last report) 
  

 Item 5.  Other Events. 

           On July 2, 1998, Snap-on Incorporated (the "Company") adopted a
 Grantor Trust Stock Ownership Program (a "GSOP") in connection with which
 the Company entered into a benefit trust agreement (the "Benefit Trust
 Agreement"), dated July 2, 1998, with The Northern Trust Company (the
 "Trustee"), providing for the establishment of a grantor trust (the "GSOP
 Trust").  The GSOP Trust is designed to acquire, hold and distribute shares
 of the common stock, par value $1.00, of the Company (the "Common Stock")
 for the purpose of funding certain benefit programs and compensation
 arrangements of the Company (collectively, the "Plans").  The GSOP Trust
 will not increase or alter the amount of benefits or compensation which
 will be paid under the Plans, but offers the Company enhanced financial
 flexibility in satisfying the obligations arising under the Plans.   
  
           On July 2, 1998, the Company sold an aggregate of 7,100,000
 treasury shares(the "Acquired Shares") of the Common Stock, to the GSOP
 Trust for $260,037,500 (the "Purchase Price").  The Acquired Shares
 represent approximately 10.7% of the outstanding shares of Common Stock
 after giving effect to the sale.  The Purchase Price per share is equal to
 the closing price per share of Common Stock on the New York Stock Exchange
 on the last trading day prior to the sale.  In payment for the Acquired
 Shares, the Trustee issued a promissory note payable to the Company with a
 principal amount equal to the Purchase Price and pledged the Acquired
 Shares as security for the loan evidenced by the promissory note.  Acquired
 Shares will be released from collateral as the promissory note is paid
 down.  All Acquired Shares are required to be transferred from the GSOP
 Trust by June 30, 2013 unless the GSOP is otherwise extended. 
  
           The Trustee will vote or tender shares held by the GSOP Trust in
 accordance with the confidential instructions of Eligible Participants as
 defined in the Benefit Trust Agreement.  Shares held by the GSOP Trust will
 not affect the earnings per share calculation or return on average
 stockholders' equity until after they are transferred out of the GSOP
 Trust.   

                               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
 by the undersigned, hereunto duly authorized. 
  
  
                                   SNAP-ON INCORPORATED 
                                     (Registrant) 
  
  
                                   By:/s/ Susan F. Marrinan  
                                      ---------------------  
                                          Susan F. Marrinan 
                                          General Counsel 
  
  
 Dated:  July 10, 1998