=============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
       --------------------------------------------------------------
                              SCHEDULE 14D-1/A
                             (Amendment No. 1)
            TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                    and
                               SCHEDULE 13D/A
                             (Amendment No. 1)
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
        ------------------------------------------------------------
                          HEIN-WERNER CORPORATION
                         (Name of Subject Company)

                            SNAP-ON PACE COMPANY
                            SNAP-ON INCORPORATED
                                 (Bidders)

                  COMMON STOCK, PAR VALUE $1.00 PER SHARE
                       (Title of Class of Securities)
        ------------------------------------------------------------
                                423002 10 4
                   (Cusip Number of Class of Securities)
       -------------------------------------------------------------
                             Susan F. Marrinan
               Vice President, General Counsel and Secretary
                            Snap-on Incorporated
                              2801 80th Street
                       Kenosha, Wisconsin 53414-1410
        (Name, Address And Telephone Number of Person Authorized to
          Receive Notices And Communications on Behalf of Bidder)
        ------------------------------------------------------------
                                  Copy To:
                          William R. Kunkel, Esq.
              Skadden, Arps, Slate, Meagher & Flom (Illinois)
                           333 West Wacker Drive
                          Chicago, Illinois 60606
                               (312) 407-0700

                                May 23, 1998
          (Date of Event Which Requires Filing of This Statement)





      This Amendment No. 1 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") and the
Statement on Schedule 13D, each of which was originally filed on May 4,
1998 by Snap-on Pace Company, a Wisconsin corporation (the"Purchaser") and
an indirect wholly-owned subsidiary of Snap-on Incorporated, a Delaware
corporation ("Parent"), relating to the Purchaser's tender offer for all
outstanding shares of Common Stock, par value $1.00 per share (the "Common
Stock"), including the associated common share purchase rights (the
"Rights" and, together with the Common Stock, the "Shares"), of Hein-Werner
Corporation, a Wisconsin corporation (the "Company"), at $12.60 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated May 4, 1998 (the "Offer to Purchase"),
a copy of which has been filed as Exhibit (a)(1) to the Schedule 14D-1, and
in the related Letter of Transmittal (which together constitute the
"Offer"), a copy of which has been filed as Exhibit (a)(2) to the Schedule
14D-1.

      All capitalized terms used in this Amendment shall have the meanings
attributed to them in the Schedule 14D-1. The item numbers and responses
thereto below are in accordance with the requirements of Schedule 14D-1.

ITEM 10. ADDITIONAL INFORMATION TO BE FURNISHED.

      Items 10(b) and (c) are hereby amended and supplemented by addition
of the following:

            The waiting period under the HSR Act in connection with the
      Offer expired at 11:59 p.m., New York City time, on May 23, 1998.


                                 SIGNATURE

            After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated: May 28, 1998           SNAP-ON INCORPORATED


                              By: /S/ SUSAN F. MARRINAN
                                  Name: Susan F. Marrinan
                                  Title: Vice President, General Counsel and
                                         Secretary