SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/  Preliminary Proxy Statement
/ /  Definitive Proxy Statement
/ /  Definitive Additional Materials
/ /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
240.142-12

SNAP-ON TOOLS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MERRILL CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ /  $500 per  each party  to  the controversy  pursuant  to Exchange  Act  Rule
14a-6(i)(3)
/ /  Fee   computed  on   table  below   per  Exchange   Act  Rules  14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit  price  or  other  underlying  value  of  transaction  computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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*    Set forth the amount on which the filing fee is calculated and state how it
was determined.
/X/  Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)  and identify the  filing for which the  offsetting fee was paid
previously. Identify the previous filing by registration statement  number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
$125.00
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2) Form, Schedule or Registration Statement No.:
Revised Preliminary Proxy
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3) Filing Party:
Merrill Corporation
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4) Date Filed:
March   , 1994
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SNAP-ON TOOLS CORPORATION

CHAIRMAN'S LETTER
NOTICE OF 1994 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT

CHAIRMAN'S LETTER

March 18, 1994

Dear Snap-on Shareholder:

Let  me  take  this opportunity  to  invite  you to  our  Annual  Meeting of
Shareholders on Friday, April 22, 1994.

The purposes and location  of the Meeting are  detailed on the facing  page.
The  meeting will be held once again  at the Racine Marriott. Directions are
shown on  the  inside back  cover,  along with  instructions  for  arranging
transportation  to and  from the General  Offices for those  interested in a
tour.

Prior to the Meeting,  you are encouraged to  read the enclosed 1993  Annual
Report  and  this  Proxy Statement,  particularly  Item II  relating  to the
PROPOSED NAME  CHANGE  FOR  THE CORPORATION  to  Snap-on  Incorporated.  The
proposed  new name maintains the strong identity built on nearly 75 years of
success, while better describing the Corporation's expansion beyond the hand
tool market.  The  Board of  Directors  has unanimously  approved  the  name
change.

We  hope you  will attend  our Annual  Meeting. Whether  or not  you plan to
attend, please return your proxy cards early. Last year more than 84 percent
of the Corporation's outstanding shares were represented at the Meeting.

We look  forward to  renewing old  acquaintances and  meeting those  of  you
attending the Meeting for the first time.

Cordially,

Robert A. Cornog
Chairman of the Board of Directors
President and Chief Executive Officer

SNAP-ON TOOLS CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The  Annual Meeting of Shareholders of Snap-on Tools Corporation will be held at
the Racine Marriott, 7111 Washington Avenue, Racine, Wisconsin, on Friday, April
22, 1994, at 10:00 a.m.

MEETING PURPOSES:

1. TO ELECT  THREE DIRECTORS  TO SERVE  UNTIL THE  1997 ANNUAL  MEETING AND  ONE
DIRECTOR TO SERVE UNTIL THE 1995 ANNUAL MEETING.

2.  TO AMEND THE RESTATEMENT OF THE  CERTIFICATE OF INCORPORATION, TO CHANGE THE
CORPORATION'S NAME FROM "SNAP-ON TOOLS CORPORATION" TO "SNAP-ON INCORPORATED."

3. TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN & CO. AS THE INDEPENDENT AUDITOR
FOR 1994.

4. TO CONSIDER AND TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE  THE
MEETING  OR ANY  ADJOURNMENT THEREOF. The  only business the  Board of Directors
intends to present is set forth herein, and the Board knows of no other  matters
which will be brought before the Annual Meeting by any person or group. However,
if  any other matters shall  properly come before the  Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote in accordance  with
their judgment on such matters.

The  Board of Directors has fixed the close of business on February 22, 1994, as
the record date for the determination of shareholders entitled to receive notice
of, and vote at, the Annual Meeting.

The Annual Report for the fiscal year ended January 1, 1994, is enclosed.

IMPORTANT: To ensure your representation at the Annual Meeting, you should  fill
in  and sign the proxy card found inside  the address window pocket on the front
of the envelope enclosing this material and return it in the enclosed  envelope.
All  shareholders,  even  those  planning  to  attend  the  Annual  Meeting, are
encouraged to return their  proxy cards well  in advance of  the meeting so  the
vote  count will not be delayed. Shareholders  may revoke their proxies and vote
their shares in person at the Annual Meeting.

By Order of the Board of Directors.

March 18, 1994                                                Susan F. Marrinan
VICE PRESIDENT,
SECRETARY AND
GENERAL COUNSEL

REVISED PRELIMINARY
PROXY STATEMENT

INTRODUCTION

This  proxy statement is  supplied in connection with  the proxy solicitation by
the Board of Directors of  Snap-on Tools Corporation, to  be used at the  Annual
Meeting  of Shareholders to be held April  22, 1994, or any adjournment thereof.
Messrs. Brinckman, Mead and  Schnabel, listed as proxies  on the enclosed  proxy
card,  are Directors of the Corporation. This proxy statement and the proxy card
were first mailed to shareholders on March 18, 1994.

The Corporation had 42,652,946  shares of common  stock outstanding on  February
22,  1994, and no other securities. Each share  of record as of the February 22,
1994 record date will be entitled to one vote. The Corporation also had  250,000
shares of non-voting treasury stock, as of February 22, 1994. There are no other
voting securities.

The  affirmative vote  of the holders  of a  plurality of the  shares present in
person or by proxy at the meeting is required to elect the Director  candidates.
The  affirmative vote of  the holders of  the majority of  the shares present in
person or by proxy at  the meeting and entitled to  vote is required to  approve
the appointment of Arthur Andersen & Co. as auditor. The affirmative vote of the
majority  of the shares outstanding is required  to amend the Restatement of the
Certificate of  Incorporation,  to  change  the  name  of  the  Corporation.  An
automated  system administered by the Corporation's transfer agent tabulates the
votes. Abstentions and broker non-votes  (which arise from proxies delivered  by
brokers  and others, where the record holder  has not received authority to vote
on one or more matters) are each included in the determination of the number  of
shares present and voting. Each is tabulated separately. Abstentions are counted
in tabulations of the votes cast on proposals presented to shareholders and have
the  effect of a vote against the  proposal, except in Director elections, where
they have no effect. Broker non-votes have no effect on the vote concerning  the
election  of Directors  or the  appointment of the  auditor, but  would have the
effect of a vote against the proposal to change the name of the Corporation.

The expense of  this solicitation of  proxies will be  paid by the  Corporation.
Initial  solicitation will be by mail;  however, Officers and other employees of
the Corporation  may  make  solicitations  by  mail,  telephone  or  in  person.
Brokerage  houses, depositories,  custodians, nominees  and fiduciaries  will be
requested to forward the proxy soliciting  material to the beneficial owners  of
the  stock held of record  by them, and the  Corporation will reimburse them for
their expenses. Morrow, Inc. will aid in  the solicitation of proxies for a  fee
of $6,000, plus expenses, which will be paid by the Corporation.

PROXY STATEMENT ITEM I

ELECTION OF DIRECTORS

The  Certificate of  Incorporation and  the Bylaws  of the  Corporation give the
Directors the authority to set the size of the Board of Directors at any  number
between  five  and fifteen  members.  The Board  is  currently composed  of nine
members divided into three  classes, with one class  elected each year to  serve
for a three-year term.

SHARES  REPRESENTED BY  PROXIES WILL BE  VOTED ACCORDING TO  INSTRUCTIONS ON THE
PROXY CARD.  UNLESS  THE  PROXY CARD  CLEARLY  REFLECTS  THAT A  VOTE  HAS  BEEN
WITHHELD, SHARES WILL BE VOTED TO ELECT MESSRS. CHELBERG AND KELLY AND MS. DECYK
FOR  THREE-YEAR TERMS, AND MR. FARLEY FOR A ONE-YEAR TERM. IF ANY NOMINEE SHOULD
BE UNABLE TO SERVE, THE  PROXIES WILL BE VOTED FOR  SUCH PERSON DESIGNATED AS  A
REPLACEMENT BY THE BOARD.

NOMINEES FOR ELECTION TO SERVE UNTIL THE 1997 ANNUAL MEETING

Bruce  S. Chelberg  - age 59.  Mr. Chelberg has  been a Director  since 1993. He
served as  Executive Vice  President of  Whitman Corporation,  a consumer  goods
company,  from  1988-1992  and  was  elected Chairman  of  the  Board  and Chief
Executive Officer in  1992. He  has served on  Whitman's Board  since 1988.  Mr.
Chelberg is also a Director of First Midwest Bancorp, Inc.

Roxanne  J. Decyk -  age 40. Ms. Decyk  has been a Director  since 1993. She has
been Vice President - Marketing and  Sales, Polymers for Amoco Chemical  Company
in  Chicago since 1993,  and served as Vice  President Commercial and Industrial
Sales from  1991  to 1993.  Prior  to that,  Ms.  Decyk served  as  Senior  Vice
President  - Distribution for Navistar International Transportation Corporation.
Ms. Decyk is also a Director of  Harris Bancorp, Inc., Harris Trust and  Savings
Bank, and Material Sciences Corporation.

Arthur  L. Kelly - age 56. Mr. Kelly has been a Director since 1978. He has been
the managing partner of KEL Enterprises Ltd., a holding and investment  company,
since 1982. He is a Director of Bayerische

2

Motoren  Werke A.G., The Northern Trust  Corporation, Deere & Company, and Nalco
Chemical Company.

NOMINEE FOR ELECTION TO SERVE UNTIL THE 1995 ANNUAL MEETING

Raymond F. Farley - age  69. Mr. Farley has been  a Director since 1988. He  was
Chief  Executive Officer from  1988 and President  from 1980 of  S. C. Johnson &
Son, Inc., a maker  of home, personal-care,  insecticide and specialty  chemical
products, until his retirement in January of 1990. Mr. Farley is also a Director
of   Hartmarx  Corporation,  Johnson  Worldwide  Associates,  Inc.,  and  Kemper
Corporation.

THE BOARD OF  DIRECTORS RECOMMENDS THAT  SHAREHOLDERS VOTE FOR  THE ELECTION  OF
THESE DIRECTORS.

DIRECTORS CONTINUING TO SERVE UNTIL THE 1996 ANNUAL MEETING

Donald  W. Brinckman - age 63. Mr. Brinckman  has been a Director since 1992. He
has been  Chairman of  the Board  of Directors  and Chief  Executive Officer  of
Safety-Kleen  Corporation  since 1993.  He  was Chairman,  President,  and Chief
Executive Officer from 1992 to 1993. He was Chairman and Chief Executive Officer
from 1990 to 1991, and President and Chief Executive Officer from 1988 to  1990.
Safety-Kleen  Corporation is a  recycler of automotive  and industrial hazardous
and non-hazardous fluids. Mr. Brinckman is also a Director of Johnson  Worldwide
Associates, Inc. and Paychex, Inc.

George  W. Mead - age 66.  Mr. Mead has been a  Director since 1985. He has been
Chairman of the Board of Consolidated  Papers, a maker of paper products,  since
1971.  He was Chief  Executive Officer of Consolidated  Papers from 1971 through
1993. Mr. Mead is also a Director of Firstar Corporation.
Jay H. Schnabel - age  51. Mr. Schnabel has been  a Director since 1989. He  has
been  an  employee  of  the  Corporation since  1965,  Senior  Vice  President -
Administration since April, 1990  and President of  Sun Electric Corporation,  a
subsidiary  of  the Corporation,  since  1992. He  was  Senior Vice  President -
Manufacturing and Research & Engineering from 1988 to 1990.

DIRECTORS CONTINUING TO SERVE UNTIL THE 1995 ANNUAL MEETING

Robert A. Cornog -  age 53. Mr. Cornog  has been a Director  since 1982. He  was
elected  President,  Chief  Executive  Officer, and  Chairman  of  the  Board of
Directors of the Corporation  in 1991. He was  President of Macwhyte Company,  a
maker of wire rope and a subsidiary of Amsted Industries, from 1981 to 1991. Mr.
Cornog  is  also  a Director  of  Johnson  Controls, Inc.  and  Wisconsin Energy
Corporation.

Edward H. Rensi - age 49. Mr. Rensi has been a Director since 1992. He has  been
President  and  Chief Executive  Officer of  McDonald's  U.S.A., a  food service
organization, since 1991, and  served as President  and Chief Operating  Officer
from 1984 to 1991. He is a Director of McDonald's Corporation.

BOARD COMMITTEES

The  AUDIT  COMMITTEE  reviews  the  scope  of  the  independent  audit  of  the
Corporation's books and records to  determine the adequacy of the  Corporation's
accounting,  financial and operating controls, recommends an independent auditor
to the Board, and considers whether proposals made by the Corporation's auditors
to perform consulting services beyond  the ordinary audit function might  result
in  a loss of independence.  This Committee met once  in 1993. Additionally, the
Chairman of  the Audit  Committee,  through powers  delegated  by the  Board  of
Directors,   reviewed  certain  financial  information  with  the  Corporation's
management. The members of this Committee  are Messrs. Mead - Chair, Kelly,  and
Rensi.

The  BOARD AFFAIRS AND  NOMINATING COMMITTEE makes  recommendations to the Board
regarding the Corporation's Bylaws,  size and composition  of the Board,  number
and   responsibilities  of   Board  Committees,   the  Board's   tenure  policy,
qualifications of potential Board nominees, Directors' compensation, and matters
relating to corporate governance. This Committee considers nominees  recommended
by shareholders. While this Committee did not have any formal Committee meetings
in  1993, recommendations were made by the Chairman, on behalf of the Committee,
to  the  Board  of  Directors,  regarding  director  nominations  and  corporate
governance  issues. The  members of this  Committee are Messrs.  Cornog - Acting
Chair, Farley, Kelly, and Mead.

Any shareholder  wishing to  propose a  nominee  for election  to the  Board  of
Directors  at the 1995 Annual Meeting  should submit a written recommendation to
the Board Affairs  and Nominating  Committee, c/o  Corporate Secretary,  Snap-on
Tools Corporation,

3

2801-80th  Street, P.O. Box  1410, Kenosha, Wisconsin  53141-1410, by October 1,
1994. Additional requirements relating to proposals are contained in the  Bylaws
of the Corporation.

The EXECUTIVE COMMITTEE of the Board of Directors may exercise all of the powers
of  the  Board  in  the  management  of the  business  and  the  affairs  of the
Corporation, subject to  limitations found in  the Certificate of  Incorporation
and  Bylaws  and applicable  state  laws. The  Executive  Committee acts  in the
interim between Board meetings. This Committee met once in 1993. The members  of
this Committee are Messrs. Cornog - Chair, Farley, and Schnabel.

The   FINANCE  COMMITTEE  discusses,  analyzes,  and  recommends  to  the  Board
appropriate actions regarding the Corporation's long-term financial  objectives;
capital structure; issuance of additional shares and the repurchase of currently
issued  and outstanding shares; type, amount  and timing of long-term financing;
dividend policy and the declaration  of dividends; shareholder rights plan;  and
other  financial matters that it  may deem appropriate to  analyze and submit to
the Board for consideration. This  Committee held three teleconference  meetings
and  met once in 1993. The members of  this Committee are Messrs. Kelly - Chair,
Brinckman, and Farley. Mr. Cornog is an EX OFFICIO member of this Committee.

The ORGANIZATION AND EXECUTIVE  COMPENSATION COMMITTEE makes recommendations  to
the  Board regarding names, titles, and authorities of the Corporation's elected
Officers, as well as  compensation and incentive plans  for the Chairman of  the
Board,  President,  Chief Executive  Officer and  Chief Operating  Officer. This
Committee also consults  with the  Chief Executive  Officer on  matters such  as
corporate   organization  and  executive   succession,  and  has  administrative
authority for matters  relating to incentive  compensation, stock option,  stock
purchase,  and profit-sharing plans. This Committee met three times in 1993. The
members of this Committee are Messrs. Farley - Chair, Brinckman and Rensi.

INFORMATION CONCERNING THE BOARD OF DIRECTORS AND BOARD COMMITTEES

The Board of Directors met five times in 1993. On August 27, 1993, the Board  of
Directors  appointed Ms. Decyk and on October  22, 1993, the Board appointed Mr.
Chelberg to serve until the 1994 Annual Meeting of Shareholders. Pursuant to the
requirements of the Restated  Certificate of Incorporation  and the Bylaws  that
the Board must be comprised of three approximately equal classes, Mr. Farley has
agreed to shorten his election term from a three-year term to a one-year term in
order  to equalize  the classes.  Consequently, Mr.  Farley will  be eligible to
stand for a three-year election in 1995. Accordingly, Messrs. Chelberg,  Farley,
and Kelly and Ms. Decyk now stand for election.

Currently,  Directors who are not employees of the Corporation receive an annual
retainer fee  of $24,000.  These Directors  also receive  an attendance  fee  of
$1,250  for each  regular or  special Board  meeting, $1,000  for each committee
meeting, and $750 for  each Board or Committee  meeting by telephone.  Committee
chairs  also receive an annual  fee of $3,000. Directors  may elect to defer the
receipt of all or a part of these fees. Amounts so deferred earn interest  based
upon  the  average  30-day  commercial  paper  rate.  Under  the  terms  of  the
shareholder-approved Directors' 1993 Fee Plan, non-employee Directors receive  a
mandatory minimum of 25% and an elective maximum of up to 100% of their fees and
retainer  in shares  of the  Corporation's stock.  Directors may  elect to defer
receipt of all or a part of these shares.

Additionally, the Corporation maintains life insurance and accidental death  and
dismemberment  policies for all  non-employee Directors, as  well as a Directors
and Officers Liability Insurance Policy covering both non-employee Directors and
employee Directors and  Officers. It  also reimburses all  expenses incurred  by
Directors in connection with the conduct of the business of the Board. Annually,
non-employee  Directors also receive an automatic grant of an option to purchase
1,000 shares of  the Corporation's common  stock, pursuant to  the terms of  the
1986  Incentive Stock Option Program. The exercise price of the option shares is
equal to the closing price on the New York Stock Exchange on the date of  grant.
The date of grant is the date of the Annual Meeting of Shareholders.

All  Directors attended at least 75% of  the aggregate number of the meetings of
the Board and the Board Committees of which they were members.

DIRECTOR INDEMNIFICATION AGREEMENT

To encourage highly  competent members  of the  business community  to serve  as
Directors   for  the  Corporation,  the  Board  of  Directors  adopted  and  the
shareholders ratified an Indemnification Agreement  at the 1990 Annual  Meeting.
The  Agreement provides for full indemnification against liabilities incurred by
Directors while  acting in  good faith  and serving  the best  interests of  the
Corporation.

4

Under  the Agreement,  the Corporation  must promptly  advance the  Director all
reasonable costs of  defending against litigation.  However, no  indemnification
will  be made if he/she  is found liable for  willful misconduct, unless a court
finds that  despite  the nature  of  the conduct,  the  Director is  fairly  and
reasonably  entitled to indemnification. This advance is subject to repayment if
shareholders, legal counsel, a quorum of  disinterested Directors or a panel  of
three arbitrators find that the indemnitee has not met the required standards of
conduct.

This  Agreement will continue for the later  of (a) six years after the Director
ceases to serve the Corporation, or  (b) final termination of legal  proceedings
initiated  during  the Director's  Board tenure  or  during the  six-year period
following  retirement  from  the   Board,  during  which   time  the  right   to
indemnification is raised.
INFORMATION CONCERNING SECURITY OWNERSHIP

FMR  Corp.,  83  Devenshire Street,  Boston,  MA,  a parent  holding  company in
accordance with Section 240.13d-1(b)(ii)(G), has reported on Schedule 13G  filed
on  February 14, 1994 for  fiscal year 1993, that it  is the beneficial owner of
2,226,980 shares  of  common  stock,  representing  5.2%  of  the  total  shares
outstanding.

INVESCO  MIM, Inc.,  1315 Peachtree St.  NE, Atlanta, GA,  an investment advisor
registered under  Section  203 of  the  Investment  Advisors Act  of  1940,  has
reported  on Schedule 13G filed on February  10, 1994 for fiscal year 1993, that
it is the  beneficial owner of  5,089,074 shares of  common stock,  representing
11.9% of the total shares outstanding.

Southeastern  Asset  Management,  Inc.,  860 Ridgelake  Blvd.,  Memphis,  TN, an
investment advisor registered under Section  203 of the Investment Advisors  Act
of 1940, has reported on Schedule 13G filed on February 14, 1994 for fiscal year
1993,  that it  is the  beneficial owner  of 2,906,049  shares of  common stock,
representing 6.8% of the total shares outstanding.

The Corporation knows of no other person or group who is the beneficial owner of
more than 5% of its common stock.

Table 1 shows the  number of shares  held by each Director  and by each  Officer
named  in Table 2, and the total number  of shares held by all current Directors
and Executive Officers as a group as of February 22, 1994.

TABLE 1:  SECURITY OWNERSHIP OF MANAGEMENT

Deferred
Beneficial Owner      Shares Owned   Shares(1)    Option Shares

Donald W. Brinckman          5,112                        1,000
Bruce S. Chelberg              539                     --
Roxanne J. Decyk           --                92        --
Raymond F. Farley            4,055                        5,000
Arthur L. Kelly              7,403                        5,000
George W. Mead               5,500           93           5,000
Edward H. Rensi                697          970           2,000
Robert A. Cornog            16,625                      138,064(2)
Branko M. Beronja           12,271                       22,722(2)
Michael F.
Montemurro                  8,312                       35,739(2)
Jay H. Schnabel              9,980                       32,449(2)
James L. Somers              5,419                       11,341(2)
All current
Directors and
Executive Officers
as a group (14
persons)                  132,289        1,155         294,532(2)

The above  amounts include  shares owned  by spouses  and minor  children. As  a
group, the Directors and Executive Officers beneficially own approximately 1% of
the  class,  not  including shares  which  have  been deferred  pursuant  to the
Directors' 1993 Fee Plan.

(1)   Receipt of  these shares of stock has  been deferred under the  Directors'
1993 Fee Plan.

(2)      These amounts  do  not include  options  which are  subject  to vesting
limitations, as these options are not exercisable within sixty (60) days.

5

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Organization and Executive Compensation Committee of the Board of  Directors
(the  "Committee"),  composed entirely  of independent,  non-employee Directors,
provides oversight regarding the Corporation's executive compensation  programs,
in order to further the Corporation's compensation objectives and philosophy. In
accordance  with  its  charter, one  of  the principal  responsibilities  of the
Committee is to provide recommendations to the Board concerning the  appropriate
level of executive compensation.

COMMITTEE  APPROACH.   The  Committee's  approach to  executive  compensation is
designed to establish levels which,  when corporate performance merits  payment,
will  result  in  an  executive officer's  combined  base  salary  and incentive
compensation being between the 50th  and 75th percentile of compensation  levels
for  comparable  positions in  industrial  organizations, on  a  national basis.
Specifically, the base  compensation is  targeted at the  median for  industrial
organizations in the HayGroup survey, which is discussed in detail below, and up
to the 75th percentile for annual incentive and for long-term compensation.

COMPENSATION-RELATED   COMMITTEE  ACTIVITIES.     The   Corporation's  executive
compensation program consists of three elements: Base Salary, Incentive Pay, and
Stock Options,  which  are  discussed  in more  detail  below.  Each  year,  the
Committee   determines  the  appropriate  level  of  executive  compensation  by
evaluating these three elements, in conjunction with a review of the results  of
a  compensation survey prepared  by the HayGroup,  an internationally recognized
firm expert in the area of  compensation, which has provided outside  consulting
services for the Corporation since 1984.

Hay's   annual  compensation  survey  compares  the  Corporation's  compensation
programs to those of approximately 500 of Hay's other industrial clients, and is
based upon a factor comparison  of jobs and an  assignment of a numerical  value
for  each job,  which value  is then  compared to  Hay's industrial  database in
calculating the target amount of compensation to be awarded, consistent with the
Corporation's compensation philosophy. Compensation data used for the comparison
group in  the Hay  survey  is not  limited to  the  companies currently  in  the
Standard  & Poor's Auto Parts Aftermarket Industry Index used in the performance
graphs in  this  proxy  statement,  since  the  Corporation  believes  that  its
competitors  for executive talent include all types of industrial companies. The
results of this  survey provide the  Committee with a  competitive salary  range
within which the Committee monitors compensation based on performance.

It  is the Committee's belief that none  of the named Executive Officers will be
affected by the provisions of Section 162(m) of the Internal Revenue Code  which
limit   the  deductibility  of  certain   executive  compensation  during  1994;
therefore, the Committee has not adopted any policy concerning this  limitation,
but will continue to evaluate the regulations in future years.

ELEMENTS  OF COMPENSATION.  As stated  above, executive compensation consists of
three elements: Base Salary, Incentive Plans, and Incentive Stock Options.

BASE SALARY.  As is stated above, in determining the appropriate base salary for
the Chief  Executive Officer,  the Committee  targets base  compensation at  the
median  within a range  for industrial organizations.  This range information is
provided by the HayGroup,  based upon the assigned  Hay values under the  factor
comparison  of jobs as  discussed above. While no  established corporate or unit
performance measures are  used to  determine base salaries,  the Committee  also
considers   such  qualitative  factors   as  experience,  responsibilities,  and
individual performance.  These  factors  are  not  ranked  or  weighted  in  any
particular way.

Base  salaries for all other Executive Officers are also based upon the criteria
set forth above.

INCENTIVE PLANS.   The Corporation  has two  Incentive Plans  for its  Executive
Officers:  Plan 1, for  Officers and Plan  2, for Senior  Officers and the Chief
Executive Officer. Based  on Committee recommendations,  the Board of  Directors
approves  percentage targets for  Minimum, Goal, and  Maximum achievement levels
annually under each Plan to recognize increases in sales, returns on net  assets
employed  before interest and taxes ("RONAEBIT"), and earnings per share growth.
These percentages, if earned, are applied to participants' base compensation.

Plan 1 includes the following components: Sales Growth and RONAEBIT.

Plan 2 includes the following  components: Sales Growth, RONAEBIT, and  Earnings
Per Share Growth.

- Sales  Growth measures the reported net  sales in the current year against
the reported net sales  figure from the prior  year, and rewards based  on
the growth.

- RONAEBIT  calculates the return on net assets employed before interest and
taxes, and rewards based on the achievement of certain levels of return.

6

- Earnings Per Share Growth measures the earnings per share for the  current
year against the earnings per share from the prior year, and rewards based
on the growth.

The  two components in  Plan 1 are  equally weighted, and  the maximum potential
payout is 75% of base salary. The three components in Plan 2 for Senior Officers
are weighted  at 35%  Sales Growth,  35% RONAEBIT,  and 30%  Earnings Per  Share
Growth. Plan 2, for the Chief Executive Officer, has a maximum payout of 120% of
base  salary, with the  following maximum potential  weighted payouts: 42% Sales
Growth, 42% RONAEBIT, and 36% Earnings Per Share Growth.

For 1993, the following  weighted percentages were paid:  Officers were paid  at
37.5%  of their base salaries under the  Sales Growth component and 13.26% under
the RONAEBIT component. Senior Officers were paid at 35% of their base  salaries
under  the Sales Growth component, 12.39%  under the RONAEBIT component, and 30%
under the Earnings Per Share Growth  component. The Chief Executive Officer  was
paid  at  42%  of  his  base salary  under  the  Sales  Growth  component, which
represents payment at the  maximum level, 14.87%  under the RONAEBIT  component,
which  represents payment at slightly above the minimum level, and 36% under the
Earnings Per Share  Growth component,  which represents payment  at the  maximum
level.  The total dollar values for the  incentive amounts paid to the five most
highly compensated Executive  Officers, including the  Chief Executive  Officer,
are found in the Summary Compensation Table.

INCENTIVE  STOCK  OPTION  PROGRAM.   The  1986  Incentive  Stock  Option Program
("ISOP") is a long-term  incentive plan, designed to  link the contributions  of
key  employees to  shareholder value.  In recognition  of the  contributions and
services provided by  individual employees,  the ISOP authorizes  the grants  of
incentive  and  non-qualified  options  to  Executive  Officers  and  other  key
employees, to  purchase shares  of the  Corporation's common  stock at  100%  of
market  value  on the  date of  grant.  The Committee  determines the  number of
options to be  granted to  the Chief  Executive Officer,  as well  as all  other
Executive Officers and key employees as a group.

In  January,  1993,  the  Committee  recommended,  and  the  Board  of Directors
approved, an option grant which was calculated pursuant to the method  discussed
below.  Based upon the dollar amount arrived at by multiplying the targeted base
salary by the  multiplier, the  number of options  was determined  and was  then
multiplied  by three with the vesting  limitations also discussed below, so that
this option grant would serve in lieu of annual grants over the next three years
for a group of individuals including the named Executive Officers. Based on  the
Committee's  recommendation, it was determined by the Board of Directors, taking
into consideration the  advice of the  HayGroup, that this  strategy would  help
motivate  executives and would align  their long-term compensation benefits with
increases in shareholder value. This grant would provide a meaningful  incentive
to  Officers  to  improve  the  Corporation's  performance,  thereby  increasing
earnings per share and the stock price.

In determining the number of shares underlying the options to be granted to  the
Chief Executive Officer, the Committee considered input from the HayGroup, which
was based upon the results of the annual compensation study discussed above. The
Committee  considered and reviewed the relationship between the base salaries of
all of  the chief  executive officers  in the  study and  the value  of  options
awarded  to those  chief executive officers.  It then  determined the multiplier
used in these  option awards  based upon  base compensation.  Hay then  provided
information  regarding potential  multipliers to the  Committee, consistent with
the Corporation's 75th percentile philosophy, to determine the option award  for
the  Corporation's Chief  Executive Officer, based  upon a  targeted median base
compensation.

In granting options to  the Chief Executive Officer,  a multiplier of 2.5  times
the  targeted median base  compensation was used. Lower  multiples were used for
grants to the other Executive Officers. Based upon the dollar amount calculated,
the Chief Executive Officer was  awarded a one time  grant of 103,674 shares  at
$31.75  per share, of which 34,558 were  exercisable on January 22, 1993, 34,558
were  exercisable  on  January  22,  1994,  and  the  remaining  34,558   become
exercisable on January 22, 1995. The relationship of the grant date value of the
options  to the base  salary placed the  Corporation in the  75th percentile for
long-term incentive compensation. All of  the options vest over time.  Identical
exercise dates are applicable to all other named Executive Officers.

CHIEF EXECUTIVE OFFICER COMPENSATION

Factors  recognized by the  Committee relating to  the Chief Executive Officer's
1993 compensation  package  include: the  performance  of the  Corporation;  the
repositioning  of the Corporation for the  future; and the implementation of the
Corporation's strategic  objectives.  In  addition, the  Committee  reviews  the
direction  provided by the Chief Executive Officer in the overall conduct of the
Corporation's affairs and the morale, productivity and ability of the  employees
to adapt to change.

As  described  above,  the Corporations's  executive  compensation  programs are
performance-based,  particularly  with  regard  to  the  Incentive  Plans.   The

7

Committee   believes  that  these  types  of  programs  provide  motivation  for
executives by placing a portion of their compensation at risk, thereby making it
dependent upon  Corporate  performance. The  Committee  feels that  under  these
programs,  the Chief  Executive Officer is  provided with a  strong incentive to
grow the Corporation's share price.

RAYMOND F. FARLEY, CHAIRMAN
DONALD W. BRINCKMAN
EDWARD H. RENSI

Table 2 shows  the total  cash compensation  paid, payable,  and/or accrued  for
services  rendered during the 1993 fiscal year  ended January 1, 1994 and fiscal

years 1992  and 1991,  to each  of the  five most  highly compensated  Executive
Officers.

TABLE 2:  SUMMARY COMPENSATION TABLE

SUMMARY COMPENSATION TABLE(1)

Long Term
Compensation
Awards
Annual Compensation                  Securities
Other Annual     Underlying          All Other
Name and Principal Position             Year  Salary ($)       Bonus ($)   Compensation ($)    Options (#)   Compensation ($)

Robert A. Cornog                        1993  416,583         386,880                742(4)     103,674(2)           1,593(4)
Chairman, President and                 1992  375,000         208,725                675(4)         35,000           1,122(4)
Chief Executive Officer                 1991  171,875(3)       21,381             34,709(5)         40,000         136,542(5)
Branko M. Beronja                       1993  177,175          89,934                     0      20,970(2)                  0
Vice President-Sales,                   1992  173,917          86,402                     0          4,388                  0
North America                           1991  165,000          20,526                     0              0                  0
Michael F. Montemurro                   1993  185,208         143,332                     0      32,475(2)                  0
Senior Vice President-                  1992  170,620          79,151                     0          7,281                  0
Finance and Chief                       1991  129,500          16,109                     0              0                  0
Financial Officer
Jay H. Schnabel                         1993  170,817         132,195                     0      28,599(2)                  0
Senior Vice President-                  1992  156,324          72,519                     0          6,412                  0
Administration                          1991  145,000          18,038                     0              0                  0
James L. Somers                         1993  188,226         145,668                     0      34,023(2)                  0
Senior Vice President-                  1992  178,760          82,927                     0          7,628                  0
Manufacturing and                       1991  148,000          18,411                     0              0                  0
Technology
<FN>
(1)   The  "Restricted Stock Awards"  and "Payouts-LTIP Payouts"  columns of the
Summary Compensation Table, as required by  Item 402 of the Securities  Exchange
Act  of 1934,  have been  excluded because of  the inapplicability  of each such
column.
(2)   1993 option  awards shown  above  represent the  total number  of  options
granted  to that individual  in 1993. The  right to exercise  these options will
vest over time.
(3)  Represents 5 1/2 months of employment with the Corporation.
(4)  Represents reimbursement for spouse's health insurance policy, along with a
gross-up for tax purposes.
(5)  Includes a one-time  payment of $136,542 along  with a gross-up of  $34,709
for  tax  purposes,  pursuant  to  an arrangement  between  Mr.  Cornog  and the
Corporation related to  his election  as President, Chairman  & Chief  Executive
Officer,  in order to compensate for the loss of certain benefits and incentives
upon his resignation from his prior employment.

8

TABLE 3:  OPTION GRANTS IN LAST FISCAL YEAR

OPTION GRANTS IN LAST FISCAL YEAR
Number of    % of Total
Securities       Options   Exercise
Underlying    Granted to    or Base                Grant Date
Options  Employees in      Price    Expiration     Present
Name            Granted +(#)   Fiscal Year     ($/Sh)          Date     Value**

Cornog               103,674         19.6%     $31.75      01/22/03    $645,889
Beronja               20,970          3.9%     $31.75      01/22/03    $130,643
Montemurro            32,475          6.1%     $31.75      01/22/03    $202,319
Schnabel              28,599          5.4%     $31.75      01/22/03    $178,171
Somers                34,023          6.4%     $31.75      01/22/03    $211,963
<FN>
+On 1/22/93, options were granted to individuals, including the named  Executive
Officers.  One-third of these  options became exercisable  on 1/22/93, one-third
became exercisable on 1/22/94, and  the remaining third will become  exercisable
on 1/22/95.
**The per-share value under the Black-Scholes Option Pricing Model is $6.23. The
material  assumptions and adjustments incorporated in the Black-Scholes Model in
estimating the value  of the options  reflected in the  above table include  the
following:  an exercise price  of the option  ($31.75) equal to  the fair market
value of the underlying stock on the date of grant; an interest rate (6.6%) that
represents the interest rate on a U.  S. Treasury security with a maturity  date
corresponding  to that of the option  term; volatility (22.17%) calculated using
daily stock prices for the one-year period prior to the grant date; dividends at
the rate of  $1.08 per share,  representing the annualized  dividends paid  with
respect  to a share of common stock as of the date of grant; and a 31% reduction
to reflect  both the  probability  of forfeiture  due  to termination  prior  to
vesting  and the probability  of a shortened  option term due  to termination of
employment prior  to the  option expiration  date. The  ultimate values  of  the
options will depend on the future market price of the Corporation's stock, which
cannot  be  forecast with  reasonable  accuracy. The  actual  value, if  any, an
optionee will realize upon exercise  of an option will  depend on the excess  of
the  market value of the  Corporation's common stock over  the exercise price on
the date the option is exercised.

TABLE 4:  AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION
VALUES

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
Number of
Securities             Value of
Underlying          Unexercised
Unexercised         In-the-Money
Options at           Options at
Shares       Value        FY-End (#)          FY-End ($)+
Acquired on    Realized      Exercisable/         Exercisable/
Name         Exercise (#)         ($)     Unexercisable        Unexercisable

Cornog             5,903*     $52,391    105,655/69,116     $500,581/423,681
Beronja              632*     $13,984     15,732/13,980       $95,803/85,697
Montemurro              0           0     24,914/21,650     $180,715/132,714
Schnabel           2,494*     $53,004     22,916/19,066     $126,636/116,874
Somers             27,807    $260,117          0/22,682           $0/139,040
<FN>
+The closing  price  on  December 31,  1993,  the  Friday prior  to  the  fiscal
year-end, was $37.88. This amount was used to calculate the value of unexercised
options whose exercise price is less than $37.88.
*Shares acquired upon option exercise and not sold.

EXECUTIVE AGREEMENTS

On  January  4, 1991,  the Corporation  entered  into agreements  with Officers,
including each of the five named Executive Officers, which provide for continued
compensation and benefits in the event of a change in control of the Corporation
as defined  in  the agreements.  The  agreements  are for  two-year  terms,  and
thereafter  are automatically  extended annually  for an  additional year unless
notice is  given;  PROVIDED,  HOWEVER,  that  upon  a  change  in  control,  the
agreements  continue  for  a  twenty-four month  period.  These  agreements were
amended and restated on January 28, 1994.

In the  event  of  a  change  in control,  upon  termination  without  cause  or
constructive  termination within two years following  such change in control, or
voluntary termination between twelve and eighteen months following the change in
control, Messrs. Cornog, Beronja, Montemurro, Schnabel and Somers will receive a
lump-sum payment equal to the product of three times [two times for Mr. Beronja]
the sum of their  highest base salary  rate in effect  and their highest  annual
incentive   pay  earned  during  the  three-year  period  immediately  prior  to
termination of employment.

In addition, the  agreements provide for  the Executives to  receive health  and
life  insurance  benefits substantially  similar  to those  received immediately
prior to the change in control  (or termination of employment, if benefits  have
increased)  for  a three-year  period subsequent  to termination  of employment,
subject to  a reduction  upon  receipt of  comparable benefits  from  subsequent
employment.

In  the event that  payments under the  agreements are subject  to an excise tax
under Section  4999  of the  Internal  Revenue Code  of  1986, as  amended,  the
Executive will receive a gross-up payment equal to the amount of the excise tax.

*  *  *  *  *  *

Table  5 shows estimated covered compensation for representative Average Pay and
Years of Credited Service before reductions for early retirement.

9

TABLE 5:  PENSION PLAN TABLE

Annual compensation based on the pension plan formula with the years of  service
indicated, including amounts which would be payable under the Administrative and
Field  Employee Pension Plan based upon  limitations imposed by Internal Revenue
Code Section 415 for amounts payable in  1994 for participants age 65, and  also
based upon the Supplemental Retirement Plan.
Years of Service
Average      --------------------------------------------------------------------------------
Annual               5         10          15          20          25          30          35
Earnings         Years      Years       Years       Years       Years       Years       Years

$150,000     $  11,835  $  23,670  $   35,505  $   47,340  $   59,175  $   71,010  $   82,845
$200,000     $  15,960  $  31,920  $   47,880  $   63,840  $   79,800  $   95,760  $  111,720
$250,000     $  20,085  $  40,170  $   60,255  $   80,340  $  100,425  $  120,510  $  140,595
$300,000     $  24,210  $  48,420  $   72,630  $   96,840  $  121,050  $  145,260  $  169,470
$350,000     $  28,335  $  56,670  $   85,005  $  113,340  $  141,675  $  170,010  $  198,345
$400,000     $  32,460  $  64,920  $   97,380  $  129,840  $  162,300  $  194,760  $  227,220
$450,000     $  36,585  $  73,170  $  109,755  $  146,340  $  182,925  $  219,510  $  256,095
$500,000     $  40,710  $  81,420  $  122,130  $  162,840  $  203,550  $  244,260  $  284,970

ADMINISTRATIVE & FIELD EMPLOYEE PENSION PLAN

The  Corporation's Administrative and Field Employee Pension Plan is a qualified
noncontributory defined  benefit  plan for  which  costs are  calculated  on  an
aggregate   basis  and  are  unallocated.  Therefore,  no  contribution  by  the
Corporation can be calculated for a specific person or group.

The Plan covers administrative and field  employees and provides, at the  normal
retirement  age of 65, that the retirement benefits will be calculated using the
following benefit formula:  a) 1.2% times  Average Pay times  Years of  Credited
Service,  plus  b)  0.45%  times  [Average  Pay  minus  Social  Security Covered
Compensation] times  Years of  Credited Service.  "Average Pay"  is the  average
annual  earnings  during the  five highest  consecutive calendar  years. "Social
Security Covered Compensation"  is the  average of the  Social Security  Maximum
Taxable  Wage Base (according to federal  regulations) for each calendar year to
age 65. The "Years of  Credited Service" is the  number of years and  fractional
number  of years  of continuous  employment, up to  35 years.  The most commonly
chosen payout provision is a 100% pension payout with a five-year certain period
in the event  of death,  and thereafter  a 50%  yearly payout  to the  surviving
spouse. Two other optional forms of payout with reduced benefits exist.

As of February 22, 1994, the years of credited service for the Officers in Table
2 are: Mr. Cornog, 5 years; Mr. Beronja, 30 years; Mr. Montemurro, 23 years; Mr.
Schnabel, 28 years and Dr. Somers, 20 years.

SUPPLEMENTAL RETIREMENT PLAN

Officers  who  are  members  of  the  Administrative  and  Field  Plan currently
participate in  a  Supplemental Retirement  Plan.  Elected Officers  of  Snap-on
Incorporated,  the parent holding company, will also be eligible to participate.
The  Supplemental  Retirement  Plan  is   an  unqualified  excess  benefit   and
supplemental  retirement plan,  as defined by  Sections 3(36) and  201(2) of the
Employee Retirement Income Security Act (ERISA).

Under the Supplemental Retirement Plan, the difference, if any, between the full
amount of retirement income due under the Administrative and Field Plan  formula
and  the amount  of retirement income  payable under applicable  I.R.S. or ERISA
limitations,  is   paid  to   Plan  participants.   Qualified  retirement   plan
compensation  is currently limited to $150,000  per annum per retiree by Section
401(a)(17) of the Internal Revenue Code.

The Corporation has entered into  an agreement with Mr.  Cornog to give him  two
years  of  credited service  for every  year  worked, rather  than the  one year
arrangement  under   the  Administrative   &   Field  Employee   Pension   Plan.
Additionally,  Mrs. Cornog will  receive a minimum  annual retirement benefit of
$50,000 for her  lifetime in  the event  Mr. Cornog  dies prior  to accruing  an
annual retirement benefit of $100,000 under the terms of the Plan.

PERFORMANCE GRAPHS

Pursuant  to the  requirements of  the Securities  and Exchange  Commission, the
Corporation has included below,  a graph of  the Corporation's cumulative  total
shareholder   return,  which  measures  the  returns  on  stock  with  dividends
reinvested. Additionally,  while  cumulative  total shareholder  return  is  one
measure  of  corporate performance,  the Corporation  has also  included another
graph of  a financial  measure used  by the  Corporation: return  on net  assets
employed  before  interest  and taxes.  This  measures pre-tax  return  on total
assets, minus each  and all non-interest  bearing liabilities. This  performance
measure  is also used as a component  of the Incentive Compensation Plan for the
Corporation's Executive  Officers,  as  is discussed  in  the  Organization  and
Executive  Compensation Committee Report on Executive Compensation on pages 6, 7
and 8. The  graphs and  tables below illustrate  the Corporation's  performance,
compared to the companies currently included in the Standard & Poor's Auto Parts
Aftermarket Industry Index.

10

FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER
RETURN* DECEMBER 31, 1988 THROUGH
DECEMBER 31, 1993

[GRAPHIC]

Auto Parts-
After Market
Fiscal Year Ending          Snap-on      S&P 500       Industry Group

December 31, 1988          $   100.00   $   100.00      $  100.00
December 31, 1989               95.60       131.59         107.25
December 31, 1990               96.61       127.49          79.08
December 31, 1991              101.95       166.17         145.07
December 31, 1992              102.07       178.81         182.46
December 31, 1993              126.85       196.75         212.02
<FN>
*ASSUMES  $100  INVESTED  ON  LAST  DAY  OF  DECEMBER,  1988  AND  DIVIDENDS ARE
REINVESTED QUARTERLY.

RETURN ON NET ASSETS EMPLOYED
BEFORE INTEREST AND TAXES

[GRAPHIC]

Auto Parts-
Fiscal Year Ending                      Snap-on          Aftermarket*

December 31, 1988................        36.8%             19.3%
December 31, 1989................        27.0%             18.9%
December 31, 1990................        22.4%             14.8%
December 31, 1991................        18.2%             13.5%
December 31, 1992................        14.3%             21.7%
December 31, 1993................        15.8%              N/A
<FN>
*THE AUTO PARTS AFTERMARKET  RETURN ON NET ASSETS  EMPLOYED BEFORE INTEREST  AND
TAXES  PERCENTAGES  ARE AN  AVERAGE OF  THE  COMPANIES CURRENTLY  COMPRISING THE
STANDARD & POOR'S 1993 AUTO PARTS AFTERMARKET INDUSTRY INDEX.

The  preceding  corporate  performance  graphs  and  tables,  as  well  as   the
Organization   and  Executive  Compensation   Committee's  Report  on  Executive
Compensation, are  not  intended  to  be "soliciting  material,"  nor  are  they
intended  to be "filed" with the  Securities and Exchange Commission, or subject
to Regulation 14A  or 14C  of the  Securities Exchange Act  of 1934,  or to  the
liabilities of Section 18 of the Securities Exchange Act of 1934.

PROXY STATEMENT ITEM II

APPROVAL OF PROPOSAL TO CHANGE
THE COMPANY NAME

In 1993, the shareholders of the Corporation voted in favor of Management's Plan
of  Internal Restructuring which will enable the Corporation to become a holding
company, and in  doing so, to  provide the Corporation  with the flexibility  to
incorporate it's various operations and to transfer some or substantially all of
the  Corporation's assets  to directly or  indirectly wholly-owned subsidiaries.
The details and conditions of  the Corporation's Plan of Internal  Restructuring
were set forth in the Corporation's 1993 Proxy Statement.

On  October 22,  1993, the  Board of  Directors unanimously  adopted, subject to
shareholder approval,  an amendment  to the  Restatement of  the Certificate  of
Incorporation of Snap-on Tools Corporation, which would change the Corporation's
name  from  "Snap-on Tools  Corporation" to  "Snap-on Incorporated."  Subject to
Shareholder approval, Article  First of the  Certificate of Incorporation  would
read:

FIRST:  THE NAME OF THE CORPORATION IS SNAP-ON INCORPORATED.

The  reasons for the Board's approval and recommendation to the shareholders are
as follows:

Since the Corporation's founding  in 1920, its  operations have expanded  beyond
the manufacture and

11

distribution  of hand tools, the activities  with which the Corporation has been
primarily  associated  over  the  years.  Through  its  various  divisions   and
subsidiaries,  the Corporation  has expanded its  product lines  to include such
categories as diagnostic equipment, storage equipment, and power tools;  entered
into  diverse markets such as the  medical and aerospace industries; and engaged
in the financing  of major  customer purchases and  dealer start-up  operations.
Management  does not believe that these  activities are fully encompassed in the
name "Snap-on Tools Corporation."

Pursuant  to  the  shareholder-approved  Plan  of  Internal  Restructuring,  the
Corporation  is permitted greater flexibility with respect to the management and
financing of  new and  existing  business operations.  The new  Holding  Company
structure is intended to facilitate the Corporation's entry into new businesses,
disposition  of existing businesses, and formation of joint ventures or business
combinations with third parties. In conjunction with the Corporation's strategic
objectives to strengthen its worldwide presence and to provide quality  products
and  services, the name "Snap-on Incorporated"  will enable the Corporation as a
Holding Company to enter into new markets and industries, while maintaining  the
goodwill and recognition of quality associated with the Snap-on name.

The  affirmative vote  of the holders  of a  majority of all  of the outstanding
shares of common stock is required  to amend the Restatement of the  Certificate
of  Incorporation. Management recommends that shareholders vote FOR the approval
of this proposal.

THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS
VOTE FOR APPROVAL OF THIS PROPOSAL

PROXY STATEMENT ITEM III
INDEPENDENT AUDITOR

It is  a  long-standing  practice  that the  appointment  of  the  Corporation's
independent  auditor by the Board of  Directors be submitted to the shareholders
for ratification at the Annual Meeting.

The Board of Directors recommends that its appointment of Arthur Andersen &  Co.
as   the  Corporation's  independent  auditor  for   1994  be  ratified  by  the
shareholders at the Annual Meeting. Representatives of Arthur Andersen & Co. are
expected to be present at the Annual  Meeting to answer questions and to make  a
statement  if they so desire. In the event of a negative vote on the approval of
Arthur Andersen  & Co.,  the Board  of  Directors will  secure the  services  of
another  independent  auditor  for 1994.  Arthur  Andersen  & Co.  has  been the
Corporation's independent auditor for the past 12 fiscal years.

THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS
VOTE FOR APPROVAL OF THIS PROPOSAL

NOTICE PURSUANT TO SECTION 16 OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the  Corporation's
Officers  and  Directors,  and  persons  who own  more  than  ten  percent  of a
registered class  of the  Corporation's equity  securities, to  file reports  of
ownership  and changes in ownership with  the Securities and Exchange Commission
and the  New York  Stock  Exchange. Officers,  Directors  and greater  than  ten
percent  beneficial owners  are required  by Securities  and Exchange Commission
regulations to  furnish the  Corporation  with copies  of all  personally  filed
Section 16(a) forms.

Based  solely  upon  its review  of  the received  written  representations from
certain reporting persons that no Forms 5 were required from those persons,  the
Corporation  believes that during the 1993  fiscal year, all filing requirements
applicable to its Officers,  Directors and greater  than ten percent  beneficial
owners were completed.

SHAREHOLDER PROPOSALS

Proposals  of shareholders intended  to be included in  the 1995 Proxy Statement
must be  received by  the Secretary  of the  Corporation by  November 18,  1994.
Additional  requirements relating to the timeliness  and content of proposals to
be submitted  at  the  1994 Annual  Meeting  are  found in  the  Bylaws  of  the
Corporation.

DIVIDEND REINVESTMENT PLAN

The  Dividend Reinvestment Plan  offers shareholders three  voluntary methods of
building their holdings of common stock. Shareholders may elect to reinvest cash
dividends on either (1) all of their Snap-on common stock or (2) any portion  of
their  Snap-on common stock. Shareholders can also make cash investments of more
than $100 per investment and less  than $5,000 per calendar quarter for  shares.
Shares  under all three methods will be  purchased at 100 percent of the average
high and low price of Snap-

12

on common stock on the day of purchase. There are no participation,  commission,
administrative  or service fees. Further information is available through Harris
Trust and Savings Bank at 1-800-524-0687.
DIRECTIONS TO ANNUAL MEETING

FROM CHICAGO'S O'HARE INTERNATIONAL AIRPORT TO RACINE MARRIOTT -- I-294 North to
I-94  West   (Milwaukee,   WI)   to  Racine,   Wisconsin,   Highway   20   (exit
333-Racine/Waterford). Highway 20 east (right) to Racine Marriott (on right).

FROM  MILWAUKEE'S MITCHELL INTERNATIONAL AIRPORT TO RACINE MARRIOTT -- I-94 East
to Racine  Highway 20  (exit 333-Racine/Waterford).  Highway 20  east (left)  to
Racine Marriott (on right).

TRANSPORTATION RESERVATIONS TO GENERAL OFFICE

If  you  would  like  to  take  advantage  of  transportation  provided  by  the
Corporation to the General Offices following the meeting for a plant tour or  to
see old friends, please call 414-656-5406 before April 15, 1994.

*  *  *  *

13

SNAP-ON TOOLS CORPORATION
2801-80TH STREET
P.O. BOX 1410
KENOSHA, WI 53131-1410
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints D. W. Brinckman, G. W. Mead and J. H. Schnabel
or any of them, with full power of substitution, as Proxies, to vote, as
designated below, all the shares of the common stock of Snap-on Tools
Corporation held of record by the undersigned on February 22, 1994, at the
Annual Meeting of Shareholders to be held at the Racine Marriott, 7111
Washington Avenue, Racine, Wisconsin, at 10:00 a.m. on Friday, April 22, 1994,
or at any adjournment thereof.

THIS PROXY WILL BE VOTED "FOR" THE DIRECTOR NOMINEES
AND "FOR" ITEMS 2 AND 3 IF NO CHOICE IS SPECIFIED.

Please mark your vote on reverse side, sign, date and
return promptly in the enclosed envelope.

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/

833034 10 1

VOTE             WITHHOLD
for all          authority to
nominees              vote
1. Election of Directors: Three-year terms --
B. S. Chelberg, R. J. Decyk and A. L. Kelly.
One-year term -- R. F. Farley.                  / /                 / /
TO WITHHOLD YOUR VOTE FOR ANY NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE
LIST ABOVE.

For      Withheld     Abstain
2. Proposal to amend the Restatement of the
Certificate of Incorporation, to change the
Corporation's name from "Snap-on Tools
Corporation" to "Snap-on Incorporated."        / /        / /          / /

3. Proposal to ratify the appointment of Arthur
Andersen & Co. as the certified independent
auditor for 1994.                              / /        / /         / /

4. In their discretion, the Proxies are
authorized to vote on such other matters as
may properly come before the meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.

In the absence of an instruction to the contrary, the Proxy will be voted for
the proposals stated herein and at the discretion of the proxies on any other
business.

Dated:___________________________________________________________________, 1994
Receipt of Notice of the Annual Meeting and Proxy Statement is hereby
acknowledged.

_______________________________________________________________________________
Signature

_______________________________________________________________________________
Please sign exactly as name appears herein. For joint accounts, all holders
should sign. Executors, administrators, trustees, and guardians should give
full title. If a corporation, sign in corporation name by authorized officer.
If a partnership, please sign in partnership name by authorized person.