SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

SNAP-ON INCORPORATED
- --------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $1.00 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)

83 3034101
------------------------------------------------------------------------
(CUSIP Number)

December 31, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

|_|  Rule 13d-1(b)

|X|  Rule 13d-1(c)

|_|  Rule 13d-1(d)

*        The  remainder  of this cover page shall be filled out for a  reporting
person's  initial filing on this form with respect to the subject class
of securities,  and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

(Continued on following page(s))
Page 1 of 4 Pages

CUSIP No. 83 3034101                                           Page 2 of 4 Pages

1        NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Snap-on Incorporated Benefit Trust

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)   [ ]
(b)   [ ]
3        SEC USE ONLY

4        CITIZENSHIP OR PLACE OF ORGANIZATION

Not Applicable

NUMBER OF             5      SOLE VOTING POWER

0
SHARES

BENEFICIALLY            6      SHARED VOTING POWER

6,938,440 (See Item 4)

OWNED BY

EACH                7      SOLE DISPOSITIVE POWER

0

REPORTING

PERSON               8      SHARED DISPOSITIVE POWER

6,938,440 (See Item 4)

WITH

9           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,938,440 (See Item 4)

10          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 
CERTAIN SHARES*                                                  [ ]

Not Applicable

11          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.6%

12          TYPE OF REPORTING PERSON*

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

CUSIP No. 83 3034101                                           Page 3 of 4 Pages

This  amendment  relates  to the  Common  Stock,  $1.00 par value  (the
"Common Stock"),  of Snap-on  Incorporated  (the  "Company"),  2801 80th Street,
Kenosha,  WI  53141-1410.  This  Amendment is filed by the Snap-on  Incorporated
Benefit  Trust (by the Northern  Trust  Company as  Trustee),  2801 80th Street,
Kenosha, WI 53141-1410.

Item 4.  Ownership:
Item 4 is hereby amended in its entirety to read as follows:
(a)  Amount Beneficially Owned:
6,938,440*

(b)  Percent of Class:
10.6%

(c)  Number of shares as to which such person has:

(i)   sole power to vote or to direct the vote:                0
(ii)  shared power to vote or to direct the vote:     6,938,440*
(iii) sole power to dispose or to direct the 
disposition of:                                          0
(iv)  shared power to dispose or to direct the 
disposition of:                                  6,938,440**
- ---------------

* The filing of this  Statement  on  Schedule  13G by the  Snap-on  Incorporated
Benefit Trust (the "Trust") does not constitute, and should not be construed as,
an  admission  that  either  the  Trust  or  The  Northern  Trust  Company  (the
"Trustee"),  beneficially  owns any  securities  covered by this Statement or is
required to file this Statement.  In this connection,  the Trust and the Trustee
disclaim beneficial  ownership of the securities covered by this Statement.  The
Trust is designed to acquire, hold and distribute shares of Company Common Stock
for  the  purpose  of  funding   certain  benefit   programs  and   compensation
arrangements of the Company.  The participants in such programs and arrangements
have the right to instruct  the Trustee how to vote the shares of Company  stock
held in the Trust.  The shares of Company  stock held in the Trust will be voted
or tendered by the Trustee based upon receipt of confidential  instructions from
such   participants.   If  the  Trustee  does  not  receive   instructions  from
participants  with respect to any shares of Company stock held by the Trust, the
Trustee will vote such shares in the same proportion as the shares for which the
Trustee has received timely instructions, subject to applicable law.

** Shares of  Company  stock in the  Trust  may be  disposed  of by the Trust or
Trustee only in accordance with the terms of the Trust.

CUSIP No. 83 3034101                                           Page 4 of 4 Pages

SIGNATURE

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

February 11, 1999
Date

SNAP-ON INCORPORATED BENEFIT TRUST

By: /s/ John J. Malusa
Name:   John J. Malusa
Title:  Vice  President
For  The  Northern Trust Company,
as Trustee