SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---  ACT OF 1934

For quarterly period ended April 1, 2000

Commission File Number 1-7724

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

Delaware                                     39-0622040
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

10801 Corporate Drive, Pleasant Prairie, Wisconsin              53158-1603
--------------------------------------------------              ----------
(Address of principal executive offices)                   (zip code)

Registrant's telephone number, including area code:  (262) 656-5200 

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.     Yes [X]     No [ ]

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:

Class                                 Outstanding at April 29, 2000
--------------------------                      -----------------------------
Common stock, $1 par value                           58,569,234 shares

SNAP-ON INCORPORATED

INDEX

Page
----

Part I.    Financial Information

Consolidated Statements of Earnings -
Thirteen Weeks Ended
April 1, 2000 and April 3, 1999                                  3

Consolidated Balance Sheets -
April 1, 2000 and January 1, 2000                              4-5

Consolidated Statements of Cash Flows -
Thirteen Weeks Ended
April 1, 2000 and April 3, 1999                                  6

Notes to Consolidated Unaudited Financial Statements          7-11

Management's Discussion and Analysis of
Financial Condition and Results of Operations                12-16

Part II.   Other Information                                                  17

2

PART I. FINANCIAL INFORMATION

SNAP-ON INCORPORATED
CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in thousands except per share data)
(Unaudited)

Thirteen Weeks Ended
April 1,      April 3,
2000          1999
--------      --------

Net sales                                               $ 544,345     $ 452,585

Cost of goods sold                                       (295,900)     (233,684)

Operating expenses                                       (197,234)     (182,229)

Net finance income                                         11,671        20,992

Restructuring and other 
non-recurring charges                                      (353)       (1,933)

Interest expense                                          (10,325)       (4,681)

Other income (expense) - net                                1,083          (833)
---------     ---------

Earnings before income taxes                           53,287        50,217

Income taxes                                               19,443        17,976
---------     ---------

Net earnings                                            $  33,844     $  32,241
=========     =========

Earnings per weighted average
common share - basic                                   $     .58     $     .55
=========     =========

Earnings per weighted average
common share - diluted                                 $     .58     $     .55
=========     =========

Weighted average common shares
outstanding - basic                                      58,557        58,569

Effect of dilutive options                                    176           389
---------     ---------

Weighted average common shares
outstanding - diluted                                    58,733        58,958
=========     =========

Dividends declared per common share                     $     .23     $     .22
=========     =========

The accompanying Notes are an integral part of these statements.

3

SNAP-ON INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share data)

(Unaudited)   
April 1,      January 1,
2000           2000
-----------     ----------
ASSETS                                                             
Current assets                                                   
Cash and cash equivalents                        $   14,897      $   17,617

Accounts receivable, less allowances                641,348         617,645

Inventories                                                    
Finished stock                                    417,831         418,490
Work in process                                    47,348          47,869
Raw materials                                      85,086          81,856
Excess of current cost over LIFO cost             (92,520)        (93,374)
----------      ----------
Total inventory                                   457,745         454,841

Prepaid expenses and other assets                   111,977         116,238
----------      ----------
Total current assets                            1,225,967       1,206,341

Property and equipment                                           
Land                                                 28,417          26,753
Buildings and improvements                          203,272         207,959
Machinery and equipment                             457,344         454,089
----------      ----------
689,033         688,801
Accumulated depreciation                           (335,087)       (326,203)
----------      ----------
Total property and equipment                      353,946         362,598

Deferred income tax benefits                           55,685          54,652
Intangibles                                           453,598         453,293
Other assets                                           79,767          72,938
----------      ----------

Total assets                              $2,168,963      $2,149,822
==========      ==========

The accompanying Notes are an integral part of these statements.

4

SNAP-ON INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share data)

(Unaudited)   
April 1,     January 1,
2000          2000
-----------   ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable                                   $  127,245    $  146,422
Notes payable and current maturities 
of long-term debt                                    29,010        22,349
Accrued compensation                                   46,004        57,540
Dealer deposits                                        44,566        48,251
Deferred subscription revenue                          42,636        42,056
Accrued restructuring reserves                          1,267         4,500
Other accrued liabilities                             156,118       131,631
----------    ----------
Total current liabilities                          446,846       452,749

Long-term debt                                          622,188       607,476
Deferred income taxes                                    28,714        26,989
Retiree health care benefits                             92,095        91,391
Pension liability                                        94,477        96,238
Other long-term liabilities                              41,423        49,718
----------    ----------
Total liabilities                                1,325,743     1,324,561

SHAREHOLDERS' EQUITY
Preferred stock - authorized 15,000,000
shares of $1 par value; none outstanding                    -             -
Common stock - authorized 250,000,000
shares of $1 par value; issued -
66,746,585 shares and 66,729,457 shares                66,747        66,729
Additional paid-in capital                               60,182        62,292
Retained earnings                                       978,139       957,763
Accumulated other comprehensive income (loss)           (38,702)      (35,814)
Grantor stock trust at fair market value -
6,675,194 and 6,677,450 shares                       (174,810)     (177,373)
Treasury stock at cost - 1,505,339 and
1,505,339 shares                                      (48,336)      (48,336)
----------    ----------

Total shareholders' equity                         843,220       825,261
----------    ----------

Total liabilities and shareholders' equity      $2,168,963    $2,149,822
==========    ==========

The accompanying Notes are an integral part of these statements.

5

SNAP-ON INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)

Thirteen Weeks Ended
April 1,      April 3,
2000          1999
---------     ---------
OPERATING ACTIVITIES
Net earnings                                          $  33,844     $  32,241
Adjustments to reconcile net earnings to 
net cash provided by operating activities:
Depreciation                                           13,039        10,240
Amortization                                            4,436         2,271
Deferred income taxes                                   2,402         2,577
Loss on sale of assets                                      6             6
Charges due to restructuring and other
non-recurring charges, net of tax                        217         1,135
Changes in operating assets and liabilities:
(Increase) decrease in receivables                    (26,308)       49,298
(Increase) in inventories                              (5,877)       (9,426)
(Increase) decrease in prepaid and other assets       (13,043)       12,137
Increase (decrease) in accounts payable               (17,418)       11,077
Increase in accruals and other liabilities              2,911        16,806
---------     ---------

Net cash provided by (used in) 
operating activities                                    (5,791)      128,362

INVESTING ACTIVITIES
Capital expenditures                                     (9,562)       (8,907)
Acquisitions of businesses                               (1,114)      (47,277)
Disposal of property and equipment                        1,542           751
---------     ---------

Net cash used in investing activities                    (9,134)      (55,433)

FINANCING ACTIVITIES
Payment of long-term debt                                     -          (335)
Increase in long-term debt                                3,203             -
Increase (decrease) in short-term borrowings-net         22,039       (43,368)
Purchase of treasury stock                                    -       (14,714)
Proceeds from stock plans                                   470         1,572
Cash dividends paid                                     (13,468)      (12,927)
---------     ---------

Net cash provided by (used in) financing activities        12,244       (69,772)

Effect of exchange rate changes                               (39)        1,040
---------     ---------

Increase (decrease) in cash and cash equivalents           (2,720)        4,197

Cash and cash equivalents at beginning of period           17,617        15,041
---------     ---------

Cash and cash equivalents at end of period              $  14,897     $  19,238
=========     =========

The accompanying Notes are an integral part of these statements.

6

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

1.   This report should be read in conjunction with the consolidated  financial
statements  and related notes  included in Snap-on  Incorporated's  Annual
Report for the year ended January 1, 2000.

In the opinion of management,  all adjustments  (consisting only of normal
recurring  adjustments and adjustments  related to restructuring and other
non-recurring   charges)  necessary  to  a  fair  statement  of  financial
condition and results of operations  for the thirteen weeks ended April 1,
2000  have  been  made.  Management  also  believes  that the  results  of
operations for the thirteen weeks ended April 1, 2000 are not  necessarily
indicative  of the  results  to be  expected  for the full  year.  Certain
prior-year  amounts have been  reclassified  to conform with  current-year
presentation.

2.   On September 30, 1999, Snap-on  Incorporated ("the Corporation")  acquired
the Sandvik Saws and Tools  business,  formerly a wholly  owned  operating
unit of Sandvik AB. The Sandvik  Saws and Tools  business  now operates as
the Bahco Group AB  ("Bahco").  Bahco is a  manufacturer  and  supplier of
professional tool products.

The  acquisition  is being  accounted for as a purchase and the results of
Bahco  have  been  included  in the  accompanying  consolidated  financial
statements  since  the date of the  acquisition.  A  preliminary  goodwill
allocation in accordance with the criteria  established  under  Accounting
Principles Board ("APB") Opinion No. 16, "Business  Combinations" has been
performed.  The cost of the acquisition has been allocated on the basis of
the fair market value of the assets acquired and the liabilities  assumed.
This  preliminary  allocation  results in goodwill of $215  million  being
recorded. The purchase price allocation will be finalized during 2000 upon
completion  of  asset  valuations  and  any  post-closing  purchase  price
adjustments.

The following  unaudited pro forma summary gives effect to the acquisition
of Bahco as if the  acquisition  had  occurred  on January 1, 1998,  after
giving  effect to  certain  adjustments  for  depreciation,  amortization,
interest  expense and income taxes  associated with the purchase method of
accounting as performed at the time of the acquisition.  The unaudited pro
forma summary is based on historical financial data and on assumptions and
adjustments that may be inherently subject to significant  uncertainty and
contingencies.  It can be expected that some or all of the  assumptions on
which the following  unaudited pro forma summary is based will prove to be
inaccurate.  As a result, the unaudited pro forma summary does not purport
to represent what the Corporation's  results of operations would have been
if the  acquisition  of Bahco had occurred on January 1, 1998,  and is not
intended to project the  Company's  results of  operations  for any future
period. The final purchase price allocation,  when completed in 2000, will
result in changes to the amount of recorded  assets and goodwill  included
in the pro forma amounts.

7

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (continued)

(Amounts in thousands                          Thirteen Weeks Ended
except per share data)                            April 3, 1999
---------------------------------              --------------------
Net sales:                               
As reported                                       $ 452,585
Pro forma (unaudited)                               532,270
Net earnings:                            
As reported                                       $  32,241
Pro forma (unaudited)                                33,352
Earnings per share - basic:              
As reported                                       $     .55
Pro forma (unaudited)                                   .57
Earnings per share - diluted:            
As reported                                       $     .55
Pro forma (unaudited)                                   .57

3.   Income tax paid for the  thirteen  weeks  ended April 1, 2000 and April 3,
1999 was $1.6  million and $1.0  million.  Interest  paid for the thirteen
weeks  ended  April 1, 2000 and April 3,  1999 was $8.7  million  and $6.3
million.

4.   In the  third  quarter  of 1998,  the  Corporation's  board  of  directors
approved Project Simplify,  a broad program of internal  rationalizations,
consolidations  and  reorganizations  to make the  Corporation's  business
operations  simpler and more effective.  Project  Simplify was essentially
completed  and  fully  provided  for at 1999 year  end.  The  initiative's
savings goal, which was achieved, was to reduce costs by approximately $60
million, with one-half of the savings realized in 1999.

The  Corporation  achieved its original  targets of closing 60 facilities,
eliminating  1,100  positions  and  discontinuing  more than 12,000  stock
keeping  units  ("SKUs") of  inventory,  along with the  consolidation  of
certain  business units.  Total charges for Project  Simplify,  which were
composed  of  restructuring  charges  and  other  non-recurring   charges,
amounted  to $187.4  million.  This amount  consists  of $67.1  million of
restructuring charges and $120.3 million of other non-recurring charges.

As of January 1,  2000,  the  Corporation  had a  remaining  restructuring
reserve of $4.5  million  for  severance  and other  exit costs  including
non-cancelable  lease  agreements on  facilities to be closed  relating to
Project  Simplify.  Severance  costs  provided for worldwide  salaried and
hourly  employees  relate to facility  closures,  elimination  of staffing
redundancies  and  operational  streamlining.  During the first quarter of
2000,  $3.2 million in cash payments  relating to severance and other exit
costs were made leaving a balance of $1.3 million.  The remaining  balance
will be spent during the second quarter of 2000.

8

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (continued)

In the first quarter of 2000, the Corporation recorded an incremental $0.3
million in pre-tax  non-recurring  charges  relating to  relocation  costs
compared  to $1.9  million  in the  first  quarter  of 1999  comprised  of
employee  incentives  ($.2  million),  relocation  costs ($.5 million) and
professional services ($1.2 million).

5.   Earnings per share  calculations were computed by dividing net earnings by
the corresponding weighted average number of common shares outstanding for
the period.  The dilutive effect of the potential  exercise of outstanding
options  to  purchase  shares  of  common  stock is  calculated  using the
treasury stock method.

6.   In June 1999, the Financial  Accounting  Standards  Board ("FASB")  issued
SFAS  No.  137,   "Accounting  for  Derivative   Instruments  and  Hedging
Activities - Deferral of the  Effective  Date of FASB  Statement No. 133."
SFAS No.  137 defers  the  effective  date of SFAS No. 133 for one year to
fiscal  years  beginning  after June 15,  2000.  SFAS No. 133  establishes
accounting  and reporting  standards for  derivative  instruments  and for
hedging activities.  The Corporation is currently evaluating the impact of
this pronouncement.

In December 1999, the  Securities and Exchange  Commission  ("SEC") issued
Staff  Accounting  Bulletin  101  ("SAB  101"),  "Revenue  Recognition  in
Financial  Statements",  which  provides  guidance on  applying  generally
accepted accounting principles for recognizing revenue. In March 2000, the
SEC issued SAB 101A which defers the effective  date to the second quarter
of 2000 for companies with fiscal year ends between  December 16, 1999 and
March 15, 2000.  The  Corporation is currently  evaluating the impact,  if
any, of adopting this pronouncement.

7.   Total  comprehensive  income,  consisting  of  net  earnings  and  foreign
currency  translation  adjustments,  for the thirteen  week periods  ended
April 1, 2000 and April 3, 1999, was as follows:

April 1,       April 3,
(Amounts in thousands)                         2000           1999
---------      ---------
Net earnings                                $  33,844      $  32,241
Foreign currency translation                   (2,888)        (6,706)
---------      ---------
Total comprehensive income                  $  30,956      $  25,535
=========      =========

8.  The Corporation uses derivative instruments to manage well-defined interest
rate  and  foreign  currency  exposures.   The  Corporation  does  not  use
derivative instruments for trading purposes. The criteria used to determine
if hedge accounting treatment is appropriate are (i) the designation of the
hedge to an underlying exposure,  (ii) whether or not overall risk is being
reduced  and  (iii) if  there is a  correlation  between  the  value of the
derivative instrument and the underlying obligation.

Interest Rate Derivative Instruments:  The Corporation enters into interest
rate swap  agreements to manage  interest costs and risks  associated  with
changing  interest rates.  The  differentials  paid or received on interest
rate  agreements  are accrued and  recognized  as  adjustments  to interest
expense.  Gains and/or losses realized upon settlement of these  agreements
are deferred and  

9

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (continued)

amortized to interest  expense over a period  relevant to the agreement if
the underlying hedged instrument  remains  outstanding,  or immediately if
the underlying hedged instrument is settled.

Foreign Currency Derivative Instruments:

The   Corporation  has  operations  in  a  number  of  countries  and  has
intercompany  transactions  among  them and,  as a result,  is  exposed to
changes in foreign currency  exchange rates. The Corporation  manages most
of these exposures on a consolidated  basis,  which allows netting certain
exposures to take advantage of any natural offsets.  To the extent the net
exposures are hedged,  forward  contracts are used. Gains and/or losses on
these  foreign  currency  hedges are  included  in income in the period in
which  the  exchange  rates  change.  Gains  and/or  losses  have not been
material to the consolidated financial statements.

9.   In April 1996, the Corporation  filed a complaint  against SPX Corporation
alleging  infringement of the  Corporation's  patents and asserting claims
relating to SPX's  hiring of the former  president  of Sun  Electric.  SPX
filed a counterclaim,  alleging  infringement of certain SPX patents. Upon
the Corporation's request for reexamination, the U.S. Patent and Trademark
Office  initially   rejected  SPX's  patents  as  invalid,   but  recently
reconfirmed  them.  Neither the  complaint nor the  counterclaim  contains
specific  allegations  of damages;  however,  the  parties'  claims  could
involve multiple  millions of dollars.  It is not possible at this time to
assess the outcome of any of the claims.

The  Corporation  is involved in other  various legal  matters,  which are
being defended and handled in the ordinary course of business. Although it
is not  possible  to  predict  the  outcome of these  matters,  management
believes  that  the  results  will  not  have  a  material  impact  on the
Corporation's financial statements.

10.   The  Corporation  created a Grantor  Stock Trust  ("GST") in 1998 that was
subsequently  amended.  In  connection  with the formation of the GST, the
Corporation sold 7.1 million shares of treasury stock to the GST. The sale
of  these  shares  had  no  net  impact  on  shareholders'  equity  or the
Corporation's  Consolidated  Statements of Earnings.  The GST is a funding
mechanism  for certain  benefit  programs and  compensation  arrangements,
including the incentive  stock program and employee and franchised  dealer
stock purchase plans.  The Northern Trust Company,  as trustee of the GST,
will vote the common stock held by the GST based on the terms set forth in
the GST  Agreement as amended.  The GST is recorded as Grantor Stock Trust
at Fair Market  Value on the  accompanying  Consolidated  Balance  Sheets.
Shares owned by the GST are accounted for as a reduction to  shareholders'
equity until used in connection with employee  benefits.  Each period, the
shares  owned by the GST are  valued at the  closing  market  price,  with
corresponding  changes in the GST balance reflected in additional  paid-in
capital.

11.   The Corporation's segments are based on the organization structure that is
used by management for making  operating and investment  decisions and for
assessing performance.  Based on this management approach, the Corporation
has two reportable segments:  Global Transportation and Global Operations.
The Global Transportation  segment consists of the Corporation's  business
operations serving the dealer van channel worldwide. The Global Operations
segment consists of the business  operations  serving the direct sales and
distributor  channels  worldwide.   These  two  segments  derive  revenues
primarily from the sale of tools and equipment.

10

SNAP-ON INCORPORATED
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS (continued)

The Corporation  evaluates the performance of its operating segments based
on  segment  net  sales  and  earnings.   The  Corporation   accounts  for
intersegment  sales  and  transfers  based  primarily  on  standard  costs
established between the segments. The Corporation allocates shared service
expenses  to those  segments  that  utilize  the  services  based on their
percentage  of revenues  from external  sources.  Restructuring  and other
non-recurring charges are not allocated to the reportable segments.

Financial data by segment for the
Thirteen weeks ended:                            April 1,       April 3,
(Amounts in thousands)                             2000           1999
--------       --------

Net sales from external customers:
Global Transportation                           $  264,273     $  257,494
Global Operations                                  280,072        195,091
----------     ----------
Total from reportable segments                   $ 544,345     $  452,585
==========     ==========

Intersegment sales:
Global Transportation                           $        6     $        5
Global Operations                                   90,710        109,801
----------     ----------
Total from reportable segments                      90,716        109,806
Elimination of intersegment sales                  (90,716)      (109,806)
----------     ----------
Total consolidated intersegment sales           $        -     $        -
==========     ==========

Earnings:
Global Transportation                           $   32,762     $   24,895
Global Operations                                   18,449         11,777
----------     ----------
Total from reportable segments                      51,211         36,672
Net finance income                                  11,671         20,992
Restructuring and other
non-recurring charges                                (353)        (1,933)
Interest expense                                   (10,325)        (4,681)
Other income (expense) - net                         1,083           (833)
----------     ----------
Total consolidated earnings before taxes        $   53,287     $   50,217
==========     ==========

Financial data by segment as of:                 April 1,      January 1,
(Amounts in thousands)                             2000           2000
--------      ----------

Total assets:
Global Transportation                           $  790,915     $  789,201
Global Operations                                1,308,348      1,308,365
----------     ----------
Total from reportable segments                   2,099,263      2,097,566
Financial Services                                 103,670         97,267
Elimination of intersegment receivables            (33,970)       (45,011)
----------     ----------
Total consolidated assets                       $2,168,963     $2,149,822
==========     ==========

11

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Overview:  The  Corporation  posted  record  results for first  quarter 2000 net
sales,  net  earnings  and  earnings  per share.  First  quarter  2000 net sales
increased  20.3% to $544.3  million,  compared with $452.6  million in the first
quarter of 1999. The increase in sales was driven by solid gains in dealer sales
and the  contribution  from Bahco  Group AB  (formerly  Sandvik  Saws and Tools)
acquired  on Sept.  30,  1999.  Excluding  a 17%  contribution  from Bahco and a
negative  2% impact from  currency  translations,  organic  growth was 5% in the
quarter.  Continued  strength in dealer sales in North  America (up 6% excluding
the  sales  of   emissions-testing   equipment),   improving   dealer  sales  in
Japan/Asia-Pacific  and Europe,  and  incremental  sales to new-car  dealerships
under  management   facilitation  agreements  were  partially  offset  by  lower
Industrial  sales to the depressed  aerospace  sector and difficult  comparisons
with emissions-testing equipment sales in 1999.

First quarter 2000  reported net earnings  increased to $33.8 million from $32.2
million in 1999.  First  quarter  2000 diluted  earnings per share  increased to
$0.58 from $0.55 in 1999.

Net  earnings for the first  quarter of 1999,  excluding  non-recurring  charges
related to Project  Simplify of $1.2  million  ($.02 per share after tax),  were
$33.4 million.  Excluding  non-recurring  charges in 1999,  diluted earnings per
share  improved  to $0.58 in the first  quarter  of 2000 from  $0.57 in the same
quarter a year ago.

The Corporation's  simplification  initiative,  Project Simplify, which began in
the third quarter of 1998 and was  essentially  completed and fully provided for
as of  January  1,  2000,  was a broad  program  of  internal  rationalizations,
consolidations and reorganizations  intended to make the Corporation's  business
operations  simpler and more  effective.  The  initiative's  savings goal was to
reduce costs by approximately $60 million, with one-half of the savings realized
in 1999. During the first quarter of 2000, there was an incremental $0.3 million
pre-tax in  non-recurring  charges compared to $1.9 million pre-tax (or $.02 per
share) in the first  quarter  of 1999  taken  primarily  for  costs  related  to
reductions of personnel and facilities consolidation.

Segment Results:  Global  Transportation  sales consisting of the  Corporation's
business  operations  serving  the dealer van  channel  worldwide  for the first
quarter of 2000 were $264.3 million, an increase of 2.6% over first quarter 1999
sales of $257.5  million.  Global  Transportation  sales  were  driven by strong
dealer  activity in North  America,  up 6% in the first quarter of 2000 compared
with the  comparable  period  in 1999,  excluding  emissions-testing  equipment.
Strong  dealer  sales in North  America  and  Japan  were  partially  offset  by
currency-impacted sales declines in Europe. In local currencies, European dealer
sales  were up 4%,  and  Japan and  Australia  were up 13%.  Earnings  increased
year-over-year to $32.8 million for the first quarter of 2000 from $24.9 million
in the prior year  period,  benefiting  from the sales  growth  and the  savings
generated from Simplify activities.

Global  Operations sales  consisting of the  Corporation's  business  operations
serving  the  direct  sales and  distributor  channels  worldwide  for the first
quarter of 2000 were $280.1  million,  an  increase of 43.6% over first  quarter
1999 sales of $195.1 million.  The increase in Global  Operations sales resulted
from incremental  sales to new-car  dealerships,  under management  facilitation
agreements with car manufacturers,  and the addition of Bahco,  partially offset
by a negative impact from European 

12

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

currency  translation.  Excluding  Bahco and the  currency  translation  impact,
Global  Operations  sales  were up 9%.  Earnings  grew  year-over-year  to $18.4
million  for the first  quarter  of 2000 from  $11.8  million  in the prior year
period,  benefiting from organic growth,  the addition of Bahco, and improvement
in  operating  profitability  in  Europe,  partially  offset by a decline in the
Industrial sales business.

Gross  margins were 45.6% for the first quarter of 2000 compared to 48.4% in the
comparable prior year period.  During the first quarter,  the continued benefits
of  Project   Simplify   activities,   particularly  in  Europe,   and  improved
productivity were more than offset by a business mix shift. The consolidation of
Bahco caused a 170 basis point negative shift in gross margin. This is primarily
because Bahco sells its products through distributors. As a consequence, Bahco's
gross margin and operating expense as a percent of sales are substantially lower
than the Corporation's  previous business mix. The incremental growth of the OEM
business  (sales  to  new-car  dealerships  under  facilitation  agreements  for
corporate-approved  purchasing  of equipment  and other items,  such as the Ford
Rotunda  program)  reduced the gross margin by a further 180 basis  points.  The
gross  margin on the core  business  improved 70 basis points due to the savings
being delivered by Project Simplify and other productivity enhancing actions.

Operating  expense as a  percentage  of sales  declined  410 basis points in the
quarter reflecting the incremental savings of Project Simplify actions,  and the
lower operating expense ratio due to the addition of Bahco and the growth in the
OEM business.  The addition of Bahco lowered the ratio by 150 basis points,  and
the incremental  growth in the OEM business lowered it another 140 basis points.
The additional 120 basis point improvement  results from the favorable operating
leverage and savings from Project Simplify initiatives.

Net finance income in the first quarter of 2000 was $11.7 million,  a decline as
expected,  from  $21.0  million  in 1999.  The  decline  was the  result  of the
establishment  of the financial  services joint venture with Newcourt  Financial
USA Inc. during the first quarter of 1999 to leverage the infrastructure and new
product  development  capabilities of a strong  financial  products  partner and
enhance  economic  profit.   As  the  Corporation  made  its  transition  to  an
"origination   fee"   business   model  from  what  had   essentially   been  an
"interest-rate-spread"  business,  the domestic credit receivables portfolio was
sold and generated incremental gains. During the first quarter 2000, origination
of extended credit  receivables grew at a high single-digit  rate.  Originations
also benefited from the addition of new financing products.

Interest  expense for the first quarter of 2000 was $10.3  million,  up from the
$4.7  million  in the  first  quarter  of  1999.  The  increase  was  due to the
additional debt associated  with the Bahco  acquisition for $380 million,  which
closed September 30, 1999.

Other income (expense)-net for the first quarter of 2000 was $1.1 million.  This
line item  includes  the impact of all  non-operating  items,  such as  interest
income,  adjustment for minority  interests,  disposal of fixed assets,  foreign
exchange transaction gains and losses, and other  non-significant  miscellaneous
items.

13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The effective tax rate on operations was 36.5% in the first quarter of 2000, and
36.0% in the  comparable  period of 1999,  with the  increase in 2000 due to the
additional goodwill amortization associated with the Bahco acquisition.

FINANCIAL CONDITION

Liquidity:  Cash and cash equivalents were $14.9 million at the end of the first
quarter  from $17.6  million at the end of 1999.  Working  capital  increased to
$779.1 million at first quarter end, from $753.6 million at the end of 1999.

The Corporation has on file a shelf  registration that allows the Corporation to
issue from time to time up to $300.0 million of unsecured indebtedness.  Of this
amount,  $100.0 million aggregate  principal amount of its notes has been issued
to the public.  The notes require payment of interest on a semiannual basis at a
rate of 6.625% and mature in their entirety on October 1, 2005.

The  Corporation  believes it has  sufficient  sources of  liquidity  to support
working capital requirements, finance capital expenditures and pay dividends.

Accounts  receivable  less  allowances:   Accounts  receivable  less  allowances
increased 3.8% to $641.3  million at the end of the first quarter  compared with
$617.6  million  at the end of 1999,  primarily  due to sales  growth at several
business units  particularly Bahco and U.S.  Transportation,  and an increase in
dealer  finance  receivables,  partially  offset by the pay-down of  receivables
relating to equipment solutions and U.S. Industrial businesses.

Inventories:  Inventories  were  essentially  flat  with  inventories  at $457.7
million in the first quarter of 2000 compared to $454.8 million at year-end.

Liabilities:  Total  short-term and long-term debt was $651.2 million at the end
of the first quarter, compared with $629.8 million at the end of 1999.

Average  shares  outstanding:  Average shares  outstanding  for basic EPS in the
first quarter of 2000 and in last year's first quarter was 58.6 million. Average
shares  outstanding  for  diluted  EPS for the first  quarter  of 2000 were 58.7
million shares versus 59.0 million in the same quarter of 1999.

Share  repurchase:  Since 1995, the Corporation has undertaken stock repurchases
from time to time to prevent  dilution created by shares issued for employee and
dealer stock purchase plans, stock options and other corporate purposes, as well
as to repurchase  shares when market  conditions are  favorable.  At its January
1999 meeting,  the board of directors  authorized  the repurchase of up to $50.0
million of the  Corporation's  common  stock.  This action  followed the board's
authorization in 1998 to repurchase up to $100.0 million of common stock and its
authorization  in 1997 for up to $100.0  million of common stock.  At the end of
1999,  all  of  the  1999  authorization  and  substantially  all  of  the  1998
authorization remained available.  The Corporation repurchased 492,800 shares of
its common stock in 1999,  2,279,400  shares in 1998 and 986,333 shares in 1997.
Since 1995, the Corporation has repurchased 8,570,083 shares.

14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Foreign  currency:  The Corporation  operates in a number of countries and, as a
result,  is exposed to changes in foreign currency exchange rates. Most of these
exposures  are  managed on a  consolidated  basis to take  advantage  of natural
offsets  through  netting.  To the extent  that the net  exposures  are  hedged,
forward   contracts  are  used.  Refer  to  Note  8  for  a  discussion  of  the
Corporation's accounting policies for the use of derivative instruments.

Year 2000  Compliance:  The  Corporation  has not  experienced  any significant
century  date-related  issues.  Based on information  currently known to it, the
Corporation  believes  that all  critical  areas of its  business  are Year 2000
compliant.  The  Corporation's  Year 2000 efforts  focused on ensuring  that its
information  systems,  embedded systems,  third-party systems and products would
achieve a Year 2000 date  conversion  with no  disruption  to the  Corporation's
business  operations and that  contingency  plans were developed to address most
likely worst case scenarios. Information systems, critical third-party suppliers
and date-related  issues,  if any, will continue to be monitored and contingency
plans will remain in place.

The Corporation  does not anticipate any  significant  expenditure for these or
other Year 2000 compliance activities in 2000. If a situation attributed to Year
2000 issues occurs, which the Corporation believes is unlikely,  the funding for
remediation will be provided by cash flows from operations.

Euro  Conversion:  On January 1, 1999,  certain member countries of the European
Union  established  fixed  conversion  rates between their  existing  currencies
("legacy  currencies")  and one common  currency - the euro.  The euro trades on
currency  exchanges  and may be  used in  business  transactions.  Beginning  in
January 2002, the new euro-denominated  bills and coins will be used, and legacy
currencies  will be withdrawn  from  circulation.  The  Corporation's  operating
subsidiaries affected by the euro conversion are developing plans to address the
systems and business  issues  affected by the euro  currency  conversion.  These
issues include,  among others, (i) the need to adapt computer and other business
systems and equipment to accommodate euro-denominated transactions, and (ii) the
competitive impact of cross-border price transparency,  which may affect pricing
strategies.  The Corporation  does not expect this conversion to have a material
impact on its financial condition or results of operations.

Safe  Harbor:  Statements  in  this  document  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 or its representatives
may also make similar forward-looking  statements from time to time orally or in
writing.  The Corporation  cautions the reader that these 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.  Those  important  factors include the timing and progress with
which the  Corporation  can continue to achieve higher  productivity  and attain
further  cost  reductions;  the  Corporation's  ability  to retain  and  attract
dealers,  to integrate  Bahco  successfully,  to realize  benefits in growth and
efficiencies  from  e-business  investments and to withstand  external  negative
factors  including  changes in trade,  monetary  and fiscal  policies,  laws and
regulations,  or other  activities of  governments  or their  agencies;  and the
absence  of  significant  changes  in  the  current   competitive   environment,
inflation,  currency  

15

fluctuations  or the material  worsening of economic  and  political  situations
around the world.  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. 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. The Corporation  disclaims
any  responsibility  to update any  forward-looking  statement  provided in this
document.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

Value  at  Risk:  The  Corporation   uses   derivative   instruments  to  manage
well-defined  interest  rate and  foreign  currency  exposures  and to limit the
impact of interest  rate and foreign  currency rate changes on earnings and cash
flows. The Corporation does not use derivative instruments for trading purposes.

The  Corporation  utilizes a  "Value-at-Risk"  ("VAR")  model to  determine  the
potential  one-day  loss in the fair  value  of its  interest  rate and  foreign
exchange-sensitive financial instruments from adverse changes in market factors.
The VAR model  estimates are made assuming  normal market  conditions  and a 95%
confidence   level.   The   Corporation's   computations   are   based   on  the
interrelationships  among  movements in various  currencies  and interest  rates
(variance/co-variance  technique).  These  interrelationships were determined by
observing  interest rate and foreign  currency market changes over the preceding
quarter.

The  Corporation  has  operations in a number of countries and has  intercompany
transactions  among  them and,  as a result,  is  exposed  to changes in foreign
currency  exchange rates.  The Corporation  manages most of these exposures on a
consolidated  basis, which allows netting certain exposures to take advantage of
any  natural  offsets.  To the  extent the net  exposures  are  hedged,  forward
contracts  are  used.  The  Corporation  also  enters  into  interest  rate swap
agreements to manage interest costs and risks associated with changing  interest
rates.

The estimated maximum potential one-day loss in fair value, calculated using the
VAR  model,  at April 1,  2000,  was $0.4  million  on  interest  rate-sensitive
financial instruments and $2.1 million on foreign  currency-sensitive  financial
instruments.

The VAR model is a risk management tool and does not purport to represent actual
losses in fair  value  that will be  incurred  by the  Corporation,  nor does it
consider the potential effect of favorable changes in market factors.

16

PART II. OTHER INFORMATION

Item 6:  Exhibits and reports on Form 8-K 

Item 6(a):  Exhibits 

Exhibit 27   Financial Data Schedule

Exhibit 99   Acquisition Schedule

Item 6(b):  Reports on Form 8-K Filed During the Reporting Period

Date Filed         Date of Report              Item
----------         --------------              ----

During the first quarter of 2000, the  Corporation  reported on Form
8-K the following:

January 20, 2000   Sept. 30, 1999   Item 7.  The  Corporation  filed
information related to the Bahco
Group AB acquisition.

Subsequent to the first quarter of 2000, the Corporation reported on
Form 8-K the following:

April 4, 2000      March 17, 2000   Item 5.  The  Corporation  filed
a report relating to  amendments
to  the  Corporation's   Benefit
Trust Agreement  relating to the
grantor stock ownership program.

17

SIGNATURES

Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  Snap-on
Incorporated  has duly  caused  this  report to be  signed on its  behalf by the
undersigned duly authorized persons.

SNAP-ON INCORPORATED

Date:  May 15, 2000                  /s/ R. A. Cornog                           
-------------                 -------------------------------------------
R. A. CORNOG
(Chairman, President and 
Chief Executive Officer)

Date:  May 15, 2000                  /s/ N. T. Smith                            
------------                  -------------------------------------------
N. T. SMITH
(Principal Accounting Officer 
and Controller)

18

<ARTICLE>                     5
<LEGEND>
THE  SCHEDULE CONTAINS  SUMMARY  FINANCIAL  INFORMATION EXTRACTED  FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF SNAP-ON INCORPORATED AS OF AND FOR THE
THIRTEEN  WEEKS ENDED  APRIL 1, 2000 AND  IS QUALIFIED IN  ITS ENTIRETY  BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000091440
<NAME>                        SNAP-ON INCORPORATED
<MULTIPLIER>                                   1,000

<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-30-2000
<PERIOD-START>                                 JAN-02-2000
<PERIOD-END>                                   APR-01-2000
<CASH>                                              14,897
<SECURITIES>                                             0
<RECEIVABLES>                                      669,852
<ALLOWANCES>                                        28,504
<INVENTORY>                                        457,745
<CURRENT-ASSETS>                                 1,225,967
<PP                                             689,033
<DEPRECIATION>                                     335,087
<TOTAL-ASSETS>                                   2,168,963
<CURRENT-LIABILITIES>                              446,846
<BONDS>                                            622,188
<PREFERRED-MANDATORY>                                    0
<PREFERRED>                                              0
<COMMON>                                            66,747
<OTHER-SE>                                         776,473
<TOTAL-LIABILITY-AND-EQUITY>                     2,168,963
<SALES>                                            544,345
<TOTAL-REVENUES>                                   544,345
<CGS>                                              295,900
<TOTAL-COSTS>                                      295,900
<OTHER-EXPENSES>                                   197,234
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                  10,325
<INCOME-PRETAX>                                     53,287
<INCOME-TAX>                                        19,443
<INCOME-CONTINUING>                                 33,844
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
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<NET-INCOME>                                        33,844
<EPS-BASIC>                                         0.58
<EPS-DILUTED>                                         0.58

UNAUDITED PRO FORMA FINANICAL STATEMENT SCHEDULE
OF BAHCO GROUP AB ACQUISITION

On  September  30,  1999,  the  Corporation  acquired the Sandvik Saws and Tools
business, formerly a wholly owned operating unit of Sandvik AB. Sandvik Saws and
Tools  business  now  operates  as the  Bahco  Group  AB  ("Bahco").  Bahco is a
manufacturer   and   supplier  of   professional   tool   products  and  employs
approximately  2,400  people.  Of those,  approximately  1,000  employees are in
Sweden.  Products are  manufactured at 11 plants in Sweden,  Germany,  Portugal,
France, England, the United States and Argentina.

The  acquisition  is being  accounted for as a purchase and the results of Bahco
have been included in the accompanying  consolidated  financial statements since
the date of the  acquisition.  The total  purchase price of  approximately  $380
million  includes  the  purchase  of  facilities,  a number  of brand  names and
trademarks, and certain other assets and liabilities. The Corporation funded the
acquisition  through working capital and an expansion of an existing  commercial
paper credit facility.

A preliminary  goodwill  allocation in accordance with the criteria  established
under   Accounting   Principles   Board  ("APB")   Opinion  No.  16,   "Business
Combinations,"  has  been  performed.  The  cost  of the  acquisition  has  been
allocated on the basis of the fair market  value of the assets  acquired and the
liabilities  assumed.  This preliminary  allocation  results in goodwill of $215
million being  recorded.  The final purchase price  allocation will be finalized
during 2000 upon completion of asset  valuations and any  post-closing  purchase
price adjustments.

The preliminary allocation of the purchase price of $380 million, which includes
direct acquisition costs of $9 million, is as follows:

(Amounts in millions)
Fair value of property and equipment                     $    98
Fair value of patents and trademarks                          25
Other net assets acquired                                     42
Goodwill                                                     215
-------
Purchase price                                         $   380
=======

Assigned useful lives are as follows:
Patents                                               13 years
Trademarks                                            40 years
Goodwill                                              40 years

The following unaudited pro forma statement of earnings of the Corporation gives
effect to the acquisition of Bahco as if the acquisition had occurred on January
1,  1998,  after  giving  effect  to  certain   adjustments  for   depreciation,
amortization,  interest  expense,  and income taxes associated with the purchase
method of accounting as performed at the time of the acquisition.

For pro forma purposes,  the Corporation's  Unaudited  Consolidated Statement of
Earnings for the thirteen  weeks ended April 3, 1999, has been combined with the
Unaudited  Combined Statement of Revenues and Direct Expenses of the Bahco Group
for the  three  months  ended  March  31,  1999,  and the  effects  of pro forma
adjustments as set forth in the notes thereto.

The following  unaudited pro forma statement of earnings are based on historical
financial  data  and on  assumptions  and  adjustments  described  in the  notes
thereto.  All  such  assumptions  and  adjustments  are  inherently  subject  to
significant  uncertainty and contingencies.  It can be expected that some or all
of the  assumptions  on which the following  unaudited  pro forma  statements of
earnings is based will prove to be  inaccurate.  As a result,  the unaudited pro
forma statements of earnings do not purport to represent what the  Corporation's
results of operations  would have been if the  acquisition of Bahco had occurred
on January 1, 1998,  and is not  intended  to project the  Company's  results of
operations for any future period.  The final  purchase  price  allocation,  when
completed in 2000,  will result in changes to the amount of recorded  assets and
goodwill included as pro forma amounts.

1

Unaudited Pro Forma Statement of Earnings
(Amounts in thousands except per share data)

Snap-on          Bahco Group
Incorporated        Unaudited
Unaudited          Combined
Consolidated       Statement of
Statement        Revenues and
Of Earnings      Direct Expenses
Thirteen         Three-Months
Weeks Ended           Ended         Pro forma
April 3, 1999     March 31, 1999    Adjustments      Pro forma
-----------------------------------------------     -----------

Net sales                                    $ 452,585         $  79,685       $     -          $ 532,270

Cost of goods sold                            (233,684)          (51,456)         (615) a        (285,755)

Operating expenses                            (182,229)          (20,616)       (1,320) b        (204,165)

Net finance income                              20,992                 -             -             20,992

Restructuring and other 
non-recurring charges                         (1,933)                -             -             (1,933)

Interest expense                                (4,681)                -        (3,913) c          (8,594)

Other income (expense) - net                      (833)               124            -               (709)

Earnings (loss) before income taxes           50,217              7,737       (5,848)            52,106

Income tax provision (benefit)                  17,976                  -          778  d          18,754

Net earnings (loss)                           $ 32,241         $    7,737      $(6,626)         $  33,352

Earnings per weighted average
common share - basic                         $    .55                                          $     .57

Earnings per weighted average
common share - diluted                       $    .55                                          $     .57

Weighted average common shares
outstanding - basic                           58,569                                             58,569

Effect of dilutive options                         389                                                389

Weighted average common shares
outstanding - diluted                         58,958                                             58,958

2

The  following  notes to the pro forma  adjustments  for the Unaudited Pro forma
Statement of Earnings for the first quarter of 1999 represent the adjustments in
the first quarter of 1999 that would have resulted from the  acquisition  of the
Bahco Group had the acquisition occurred on January 1, 1998.

(a)  To adjust  depreciation  expense for the preliminary change in the basis to
fair market value of property, plant and equipment.

(b)  To adjust depreciation and amortization  expense for the preliminary change
in the basis to fair market  value of  property,  plant and  equipment  and
intangible assets including goodwill.

(c)  To record  additional  interest  expense  resulting from the debt issued to
acquire the Bahco Group.

(d)  To record  an  income  tax  benefit(expense)  to  return to an  appropriate
consolidated effective tax rate of 36% for 1999.