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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

APRIL 22, 1994

Date of Report (Date of earliest event reported)

________________

SNAP-ON INCORPORATED
(Exact name of registrant as specified in its charter)

DELAWARE                             1-7724                 39-06622040
(State or other             (Commission File Number)        (IRS Employer
jurisdiction                                                Identification No.)
of incorporation)

2801 - 80TH STREET, KENOSHA, WISCONSIN         53140
(Address of principal executive offices)     (Zip Code)

(414) 656-5200
(Registrant's telephone number, including area code)

SNAP-ON TOOLS CORPORATION
(Former name, if changed since last report)

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-1-

Item 5.   OTHER EVENTS.

On April 22, 1994, the registrant (a) filed a Certificate of Amendment to
its Restated Certificate of Incorporation (a copy of which is filed as an
exhibit to this report and is hereby incorporated by reference) changing its
name from "Snap-on Tools Corporation" to "Snap-on Incorporated" and (b) issued a
news release (a copy of which is filed as an exhibit to this report and is
hereby incorporated by reference) stating that on April 22, 1994 the
stockholders of the registrant approved the proposal (previously approved by the
registrant's Board of Directors) to so change the registrant's name.

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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 thereunto duly authorized.

SNAP-ON INCORPORATED

By:  /s/ Susan F. Marrinan
----------------------------------
Susan F. Marrinan
Vice President, Secretary and
General Counsel

Dated:  May 5, 1994

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SNAP-ON INCORPORATED

EXHIBIT INDEX

Sequential
Page
Number and Description of Exhibit                                     Number*
- ---------------------------------                                     -------

3(i)    Certificate of Amendment of Restated Certificate                 5
of Incorporation of registrant filed April 22, 1994

99      News release dated April 22, 1994 issued by registrant           6

______________
*This information appears only in the manually signed original of the report.

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EXHIBIT 3(i)

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

Snap-on Tools Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST:    That at a meeting of the Board of Directors of Snap-on Tools
Corporation held on October 22, 1993, resolutions were duly adopted setting
forth a proposed amendment to the Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a meeting of
the stockholders of said corporation of consideration thereof.  The resolution
setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of
this corporation be amended by changing Article
First thereof so that, as amended, said Article
shall be and read as follows:

"FIRST: The name of the Corporation is Snap-on Incorporated."

SECOND:   That thereafter, pursuant to resolution of its Board of
Directors, the Annual Meeting of the stockholders of said corporation was duly
called and held on April 22, 1994 upon notice in accordance with Section 222 of
the General corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendment.

THIRD:    That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF,  said Snap-on Tools Corporation has caused this
certificate to be signed by Michael F. Montemurro, its Vice President and
attested by Susan F. Marrinan, its Secretary, this 22nd day of April, 1994.

By:  /s/ Michael F. Montemurro
-----------------------------------------
Michael F. Montemurro
Sr. VP-Financial Services, Administration
and Chief Financial Officer

Attest:

By:  /s/ Susan F. Marrinan
----------------------------------
Susan F. Marrinan, Secretary

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "SNAP-ON TOOLS CORPORATION", CHANGING ITS NAME FROM "SNAP-ON TOOLS
CORPORATION" TO "SNAP-ON INCORPORATED", FILED IN THIS OFFICE ON THE TWENTY-
SECOND DAY OF APRIL, A.D. 1994, AT 12:30 O'CLOCK P.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.

[SEAL]    /s/ William T. Quillen
---------------------------------------
WILLIAM T. QUILLEN, SECRETARY OF STATE

AUTHENTICATION:     7098170

DATE:     04-22-94

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EXHIBIT 99

SNAP-ON                                                     IMMEDIATE
Snap-on Tools Corporation                    Release:_________________________
2801 80th St.
Kenosha, Wisconsin 53141-1410
414/656-5200

SNAP-ON TOOLS CORPORATION CHANGES NAME TO SNAP-ON INCORPORATED;
SHAREHOLDERS RE-ELECT FOUR DIRECTORS; QUARTERLY DIVIDEND DECLARED

KENOSHA, Wis.--April 22, 1994--Snap-on Tools Corporation said it will change its
name to Snap-on Incorporated, reflecting the Corporation's expansion beyond its
traditional business of manufacturing and marketing hand tools for professional
automotive technicians. Shareholders approved the name change at the
Corporation's annual meeting held in Racine, Wisconsin today. Shareholders also
re-elected four members of the board of directors.

Snap-on Incorporated will operate through its four customer-focused operating
units: Snap-on Tools, the Corporation's heritage business; Snap-on Diagnostics,
which provides diagnostic and shop equipment to growing worldwide markets; Snap-
on Industrial, which provides industrial tooling through both direct sales and
industrial distributors; and Snap-on Financial Services, Inc., which provides
credit and leasing programs for customers of the Corporation's other three
businesses.

Shareholders re-elected four directors to the Corporation's board: Bruce S.
Chelberg, chairman and chief executive officer of Whitman Corporation;
Roxanne J. Decyk, vice president-marketing and sales, polymers, Amoco Chemical
Company; Raymond F. Farley, retired chief executive officer and president,
S.C. Johnson & Son, Inc.; and Arthur L. Kelly, managing partner, KEL
Enterprises Ltd. The board is composed of nine members.

The board of directors declared a second quarter dividend of 27 cents per share,
payable June 10, 1994, to shareholders of record May 20, 1994. The Corporation
has paid consecutive quarterly cash dividends since 1939.

Snap-on is a leading producer and distributor of quality hand and power tools,
diagnostic equipment, and tool storage units for professional mechanics and
industry.

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INVESTOR RELATIONS CONTACT:                       MEDIA CONTACT:
Denis Loverine                                    David Heide
Treasurer                                         Manager, Public Relations
414/656-5421                                      414/656-5382