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. 
            
           Snap-on Incorporated (the "Company") is filing this Form 8-K
 to provide information which is supplementary to the Company's Current
 Report on Form 8-K dated July 2, 1998 and filed with the Commission on
 July 9, 1998.  Accordingly, (i) the Benefit Trust Agreement, dated July
 2, 1998, between the Company and The Northern Trust Company, (ii) the
 Stock Purchase Agreement, dated July 2, 1998, between the Company and
 The Northern Trust Company and (iii) the related Trust Note, dated
 July 2, 1998, issued by The Northern Trust Company and payable to the
 Company, are filed herewith as exhibits.  The foregoing description
 does not purport to be complete and is qualified by reference to the
 Benefit Trust Agreement, the Stock Purchase Agreement, the Trust Note,
 and the Company's Current Report on Form 8-K dated July 2, 1998 and
 filed with the Commission on July 9, 1998.  

 Item 7.  Financial Statements and Exhibits. 
  
 (c)  Exhibits. 
  
 Exhibit No.    Description 
  
    99.1       Benefit Trust Agreement, dated July 2, 1998, between
               Snap-on Incorporated and The Northern Trust Company. 

    99.2       Stock Purchase Agreement, dated July 2, 1998, between
               Snap-on Incorporated and The Northern Trust Company.

    99.3       Trust Note, dated July 2, 1998, issued by The Northern Trust
               Company and payable to Snap-on Incorporated. 
  


                                 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 14, 1998



                             INDEX TO EXHIBITS 
  
  
 Exhibit No.                  Description                     Page No.

 99.1        Benefit Trust Agreement, dated July 2, 1998,
             between Snap-on Incorporated and The
             Northern Trust Company, as Trustee.                  6

 99.2        Stock Purchase Agreement, dated July 2, 1998,
             between Snap-on Incorporated and The Northern
             Trust Company.                                      32

 99.3        Trust Note, dated July 2, 1998, issued by
             The Northern Trust Company and payable to 
             Snap-on Incorporated.                               43
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3933}]
{"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": "98665855"}, "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. 
            
           Snap-on Incorporated (the "Company") is filing this Form 8-K
 to provide information which is supplementary to the Company's Current
 Report on Form 8-K dated July 2, 1998 and filed with the Commission on
 July 9, 1998.  Accordingly, (i) the Benefit Trust Agreement, dated July
 2, 1998, between the Company and The Northern Trust Company, (ii) the
 Stock Purchase Agreement, dated July 2, 1998, between the Company and
 The Northern Trust Company and (iii) the related Trust Note, dated
 July 2, 1998, issued by The Northern Trust Company and payable to the
 Company, are filed herewith as exhibits.  The foregoing description
 does not purport to be complete and is qualified by reference to the
 Benefit Trust Agreement, the Stock Purchase Agreement, the Trust Note,
 and the Company's Current Report on Form 8-K dated July 2, 1998 and
 filed with the Commission on July 9, 1998.  

 Item 7.  Financial Statements and Exhibits. 
  
 (c)  Exhibits. 
  
 Exhibit No.    Description 
  
    99.1       Benefit Trust Agreement, dated July 2, 1998, between
               Snap-on Incorporated and The Northern Trust Company. 

    99.2       Stock Purchase Agreement, dated July 2, 1998, between
               Snap-on Incorporated and The Northern Trust Company.

    99.3       Trust Note, dated July 2, 1998, issued by The Northern Trust
               Company and payable to Snap-on Incorporated. 
  

                                 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 14, 1998

                             INDEX TO EXHIBITS 
  
  
 Exhibit No.                  Description                     Page No.

 99.1        Benefit Trust Agreement, dated July 2, 1998,
             between Snap-on Incorporated and The
             Northern Trust Company, as Trustee.                  6

 99.2        Stock Purchase Agreement, dated July 2, 1998,
             between Snap-on Incorporated and The Northern
             Trust Company.                                      32

 99.3        Trust Note, dated July 2, 1998, issued by
             The Northern Trust Company and payable to 
             Snap-on Incorporated.                               43