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 29, 1998 
  
                            SNAP-ON INCORPORATED 
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           (Exact name of registrant as specified in its charter) 
  
  
 DELAWARE                          1-7724                       39-0622040 
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 (State or other              (Commission File            (I.R.S. Employer 
 jurisdiction of                Number)                   Identification 
 incorporation)                                           Number) 
  
  
 2801 80th Street 
 Kenosha, Wisconsin                                53141-1410 
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 (Address of principal executive offices)          (Zip Code) 
  
  
                               (414) 656-5200 
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            (Registrant's telephone number, including area code) 
  
  
                                    N/A 
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       (Former name or former address, if changed since last report) 
  

 Item 5.  Other Events. 
  
           From time to time, Snap-on Incorporated (the "Corporation") and
 its representatives make statements either orally or in writing that are
 forward-looking.  Statements that are not historical facts, including
 statements (i) that include the words "believes," "expects," "anticipates,"
 or "estimates" or words of similar importance with reference to the
 Corporation or management; (ii) specifically identified as forward-looking;
 or (iii) describing the Corporation's or management's future plans,
 objectives or goals, are forward-looking statements.  The Corporation
 cautions readers that forward-looking statements are subject to risks,
 uncertainties or other factors that could cause (and in some cases have
 caused) actual results to differ materially from those described in any
 such statement.  The Corporation is filing this Form 8-K to provide readers
 with cautionary statements identifying, for purposes of the safe harbor
 provisions of the Private Securities Litigation Reform Act of 1995,
 important factors that could cause the Corporation's actual results to
 differ materially from those contained in any forward-looking statements
 made by, or on behalf of, the Corporation.  These factors include but are
 not limited to the following matters. 
  
           Certain important factors that could cause the Corporation's
 actual results to differ materially from those discussed in any forward-
 looking statement are: the Corporation's ability to manufacture,
 distribute, and/or record the sale of products during the implementation of
 a new computer system involving the replacement of hardware and software
 components and the enterprise-wide linking of all functions; the
 Corporation's ability to withstand external negative factors including
 changes in trade, monetary and fiscal policies, laws and regulations, or
 other activities of governments or their agencies; significant changes in
 the current competitive environment; inflation; currency fluctuations or
 the material worsening of the economic and political situation in Asia; and
 the achievement of productivity improvements and cost reductions.  These
 factors may not constitute all factors that could cause actual results to
 differ materially from those discussed in any forward-looking statement. 
  
           The Corporation operates in a continually changing business
 environment and new factors emerge from time to time.   Readers should
 understand that the Corporation cannot predict such factors nor can it
 assess the impact, if any, of such factors on the Corporation or its
 results.  Accordingly, forward-looking statements should not be relied upon
 as a prediction of actual results.   
  
           Readers are cautioned that any forward-looking statement reflects
 only the beliefs of the Corporation or its management at the time the
 statement is made.  The Corporation disclaims any responsibility to update
 any forward-looking statement.


                                 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:  June 29, 1998