SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

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/ /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
240.14a-12

SNAP-ON INCORPORATED
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(Name of Registrant as Specified In Its Charter)

MERRILL CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SNAP-ON INCORPORATED

CHAIRMAN'S LETTER
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT

CHAIRMAN'S LETTER

March 24, 1995

Dear Snap-on Shareholder:

Let me take this opportunity to invite you to our Annual Meeting of
Shareholders on FRIDAY, APRIL 28, 1995. This year's meeting has special
meaning for all of us as we recognize Snap-on's 75th anniversary.

The purposes and location of the meeting are detailed on the facing page.
Note that the LOCATION HAS CHANGED this year to the Racine Civic Centre's
FESTIVAL PARK. Directions are shown on the last page of this Proxy
Statement.

We hope you will attend our Annual Meeting. Whether or not you plan to do
so, you are encouraged to read the enclosed 1994 Annual Report and this
Proxy Statement. Please return your proxy cards early.

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

Cordially,

Robert A. Cornog
CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SNAP-ON INCORPORATED

SNAP-ON INCORPORATED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The  Annual Meeting of Shareholders of Snap-on  Incorporated will be held at the
Racine Civic  Centre's  FESTIVAL PARK,  5  Fifth Street,  Racine,  Wisconsin  on
Friday, April 28, 1995 at 10:00 a.m.

MEETING PURPOSES:

1. TO ELECT THREE DIRECTORS TO SERVE UNTIL THE 1998 ANNUAL MEETING.

2.  TO  AMEND  THE EMPLOYEE  STOCK  OWNERSHIP  PLAN TO  INCREASE  THE  NUMBER OF
AUTHORIZED SHARES.

3. TO RATIFY THE APPOINTMENT OF  ARTHUR ANDERSEN LLP AS THE INDEPENDENT  AUDITOR
FOR 1995.

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 28, 1995  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 December 31, 1994 is enclosed.

IMPORTANT:  To  ensure your  representation at  the  Annual Meeting,  you should
complete 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
that 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 24, 1995                                                Susan F. Marrinan
VICE PRESIDENT,
SECRETARY AND
GENERAL COUNSEL

PROXY STATEMENT

INTRODUCTION

This  proxy statement is  supplied in connection with  the proxy solicitation by
the Board of Directors of Snap-on Incorporated for use at the Annual Meeting  of
Shareholders  to be held on April 28,  1995, or any adjournment thereof. Messrs.
Chelberg and Kelly and Ms. Decyk, 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 or about March 24, 1995.

The Corporation had 42,217,561  shares of common  stock outstanding on  February
28,  1995,  and no  other  voting securities.  Each share  of  record as  of the
February 28, 1995 record date will be entitled to one vote.

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 amend the
Employee Stock Ownership Plan and to  ratify the appointment of Arthur  Andersen
LLP as auditor.

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 broker 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 and  are 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, the  Employee  Stock Ownership  Plan Amendment  and  the
appointment of the auditor.

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 & Co., 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  Restated  Certificate of  Incorporation as  Amended 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. CORNOG, FARLEY AND RENSI. 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 1998 ANNUAL MEETING

Robert A. Cornog -  age 54. 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.

Raymond F. Farley - age  70. 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  1990. Mr.  Farley  is also  a  Director of
Hartmarx Corporation, Johnson Worldwide Associates, Inc. and Kemper Corporation.

Edward H. Rensi - age 50. 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.

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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 64. Mr.  Brinckman has been a Director since 1992.  He
has been Chairman of the Board of Directors of Safety-Kleen Corp. since 1990 and
served  as its  Chief Executive  Officer from  1968 through  1994. He  served as
President of Safety-Kleen  from 1968  to 1990 and  from December,  1991 to  May,
1993.  Safety-Kleen 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 67.  Mr. Mead has been a  Director since 1985. He has been
Chairman of the Board of Consolidated  Papers, Inc., 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  52. Mr. Schnabel has been  a Director since 1989 and  has
been  an employee of  the Corporation since  1965. He has  served as Senior Vice
President -  Diagnostics since  April, 1994,  and was  Senior Vice  President  -
Administration  from  1990  to  April,  1994. He  was  Senior  Vice  President -
Manufacturing and Research  & Engineering from  1988 to 1990.  Mr. Schnabel  has
also   been  President  of  Sun  Electric   Corporation,  a  subsidiary  of  the
Corporation, since 1992.

DIRECTORS CONTINUING TO SERVE UNTIL THE 1997 ANNUAL MEETING

Bruce S. Chelberg  - age 60.  Mr. Chelberg has  been a Director  since 1993.  He
served  as Executive  Vice President  of Whitman  Corporation, a  consumer goods
company, from 1985  to 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.  and  Northfield
Laboratories, Inc.

Roxanne  J. Decyk -  age 42. Ms. Decyk  has been a Director  since 1993. She has
been Vice President-Corporate Planning for Amoco Corporation since 1994. She was
Vice President - Marketing and Sales  - Polymers of Amoco Chemical Company  from
1993  to 1994, and Vice President - Commercial and Industrial Sales from 1991 to
1993. Ms. Decyk served as Senior Vice President - Distribution from 1989 to 1991
at Navistar  International  Transportation  Corporation. Ms.  Decyk  is  also  a
Director of Material Sciences Corporation.

Arthur  L. Kelly - age 57. Mr. Kelly has been a Director since 1978. He has been
the managing partner of KEL Enterprises L.P., a holding and investment  company,
since  1982. He  is a  Director of Bayerische  Motoren Werke  A.G., The Northern
Trust Corporation, Deere & Company and Nalco Chemical Company.

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 also  reviews  Corporate policies
concerning environmental issues, health and safety matters and the Corporation's
participation  in  government  contracts  including  training,  compliance   and
reporting.  This Committee met twice  in 1994. In addition,  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. Rensi - Chair, Chelberg, Kelly and Mead.

The BOARD AFFAIRS AND  NOMINATING COMMITTEE makes  recommendations to the  Board
regarding  the size and composition of the Board, number and responsibilities of
Board Committees, the Board's tenure  policy, qualifications of potential  Board
nominees,  Director compensation  and matters relating  to corporate governance.
This Committee considers  nominees recommended by  shareholders. This  Committee
met  three times in 1994. The members  of this Committee are Messrs. Brinckman -
Chair, Cornog, Kelly and Ms. Decyk.

Any shareholder  wishing to  suggest a  nominee  for election  to the  Board  of
Directors  at the 1996 Annual Meeting  should submit a written recommendation to
the Board Affairs  and Nominating  Committee, c/o  Corporate Secretary,  Snap-on
Incorporated,  2801-80th Street, P.O. Box 1410, Kenosha, Wisconsin 53141-1410 by
October 1, 1995. Additional requirements relating to shareholder nominations 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  Restated  Certificate of
Incorporation as Amended, the  Bylaws and applicable  state laws. The  Executive
Committee acts in the interim between Board meetings. This Committee met once in
1994.  The members  of this  Committee are  Messrs. Cornog  - Chair,  Farley and
Schnabel.

3

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 met four times in 1994. The members
of this Committee are  Messrs. Kelly -  Chair, Farley, Mead  and Ms. Decyk.  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 consults with the Chief Executive Officer on matters such as corporate
organization,  executive  succession and  the  appropriate compensation  for all
other Officers. This  Committee also  has administrative  authority for  matters
relating  to incentive  compensation, stock  option, stock  purchase and profit-
sharing plans.  This Committee  met four  times  in 1994.  The members  of  this
Committee are Messrs. Farley - Chair, Brinckman, Chelberg and Rensi.

INFORMATION CONCERNING THE BOARD OF DIRECTORS AND BOARD COMMITTEES

The Board of Directors met seven times in 1994.

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 chairmanship fee of $4,000. Directors may elect to
defer the receipt of all or a part of these fees through the Directors' 1993 Fee
Plan. Amounts so deferred earn interest based upon the average 30-day commercial
paper  rate.  Under the  terms  of the  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 based upon
the fair market value of a share of the common stock on the last business day of
each calendar quarter. Directors may elect to defer receipt of all or a part  of
these  shares, and  such shares  are maintained in  a deferral  account with the
Corporation. Dividends on these deferred shares are automatically reinvested.

The Corporation maintains life insurance and accidental death and  dismemberment
policies  for  all  non-employee  Directors.  It  also  reimburses  all expenses
incurred by Directors  in connection  with the conduct  of the  business of  the
Board.  In addition, non-employee Directors receive an annual 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.

Under  the Agreement,  the Corporation  must promptly  advance the  Director all
reasonable costs to defend litigation; however, no indemnification will be  made
if  the Director 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 advancement is subject to repayment if any of
a quorum of disinterested Directors, the shareholders as a group, legal counsel,
or a panel of three arbitrators finds that the Director has not met the required
standard of conduct.

The Indemnification 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.,  82  Devonshire Street,  Boston,  MA,  a parent  holding  company in
accordance with Section 240.13d-1(b)(ii)(G), has reported on Schedule 13G  filed
on  January 6, 1995 for fiscal year  1994, the beneficial ownership of 4,364,580
shares of common stock, representing 10.18% of the total shares outstanding.

INVESCO Capital Management,  Inc., INVESCO North  American Group, Ltd.,  INVESCO
Group  Services, Inc., INVESCO, Inc., INVESCO  North American Holdings, Inc. and
INVESCO PLC, 11 Devonshire Square, London, England, the parent holding  company,
together  in  accordance  with  Section  240.13d-1(b)(ii)(G),  have  reported on
Schedule  13G  filed  on   February  10,  1995  for   fiscal  year  1994,   that

4

they are the beneficial owners of 3,426,100 shares of common stock, representing
8.0% of the total shares outstanding.

Southeastern  Asset  Management,  Inc.,  6075  Poplar  Avenue,  Memphis,  TN, an
investment advisor registered under Section  203 of the Investment Advisors  Act
of  1940, has reported on Schedule 13G filed on January 31, 1995 for fiscal year
1994, that  it is  the beneficial  owner of  2,753,449 shares  of common  stock,
representing 6.4% of the total shares outstanding.

Goldman  Sachs &  Co. and The  Goldman Sachs  Group, L.P., 85  Broad Street, New
York, NY,  its  parent holding  company,  together in  accordance  with  Section
240.13d-1(b)(ii)(G),  have reported on  Schedule 13G filed  on February 10, 1995
for fiscal year 1994, that they are the beneficial owners of 2,301,209 shares of
common stock, representing 5.4% 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  of the Corporation's  common stock held  by
each Director and by each of the Executive Officers shown in Table 2, as well as
the  total number of shares held by all current Directors and Executive Officers
as a group as of February 28, 1995.

TABLE 1:  SECURITY OWNERSHIP OF MANAGEMENT

Deferred       Option
Beneficial Owner      Shares Owned   Shares(1)      Shares(2)

Robert A. Cornog            19,983            0         214,288
Branko M. Beronja           12,371            0          40,045
Donald W. Brinckman          7,904            0           2,000
Bruce S. Chelberg            1,060            0           1,000
Roxanne J. Decyk                 0          329           1,000
Raymond F. Farley            7,680            0           6,000
Arthur L. Kelly              7,806            0           6,000
George W. Mead               5,738           94           6,000
Michael F.
Montemurro                 10,329            0          54,897
Edward H. Rensi                717        1,312           3,000
Jay H. Schnabel              9,980            0          52,315
James L. Somers              1,500            0          22,682
All current
Directors and
Executive Officers
as a group (15
persons)                  143,264        1,735         500,224
The above amounts  include shares  owned by  spouses and  minor
children.  None of the named individuals beneficially owns more
than 1%  of  the outstanding  common  stock. As  a  group,  the
Directors and Executive Officers beneficially own approximately
1% of the class.
<FN>
(1)  Receipt  of these  shares of stock  has been deferred  under the Directors'
1993 Fee Plan.
(2)  Represents shares that the individual has the right to acquire pursuant  to
options that are currently exercisable or exercisable within 60 days.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

During  the  1994  fiscal  year,  the  Organization  and  Executive Compensation
Committee of the Board of Directors (the "Committee"), a body composed  entirely
of   independent  non-employee  Directors,   provided  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 overall 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  percentiles  of
compensation levels for  comparable positions in  industrial organizations on  a
national  basis. For 1994, the base compensation  was targeted at the median for
industrial organizations in the HayGroup survey (discussed 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.  For 1994,  the Committee  determined  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. The
HayGroup is an internationally  recognized expert in  the area of  compensation,
and has provided outside consulting services for the Corporation since 1984.

Hay's  compensation survey for  the 1994 fiscal  year compared the Corporation's
compensation programs with those of approximately 500 of Hay's other  industrial
clients, and was based on a comparison of jobs by assigning a numerical value to
each  job.  These values  were  then compared  to  Hay's industrial  database in
calculating the target amount of compensation to be awarded, consistent with the
Corporation's compensation philosophy. Because the Corporation believes that its
competitors for executive talent include all types of industrial companies,  the
compensation  data  used for  the comparison  group  in the  Hay survey  was 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. The results of this survey provided the Committee with a  competitive
salary  range  within  which  the  Committee  monitored  compensation  based  on
performance.

The Committee  believes  that none  of  the  Named Executive  Officers  will  be
affected  by the provisions of Section 162(m) of the Internal Revenue Code which
limits

5

the deductibility of certain executive compensation during 1995; therefore,  the
Committee  has  not  adopted any  policy  concerning this  limitation,  but will
continue to  evaluate Section  162(m) of  the Internal  Revenue Code  in  future
years.

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

BASE  SALARY.   In determining  the appropriate 1994  base salary  for the Chief
Executive Officer, the Committee targeted base compensation at the median within
a range for industrial organizations. This range information was provided by the
HayGroup, based  upon the  assigned  Hay values  under  the comparison  of  jobs
discussed  above. While  no established  corporate or  unit performance measures
were used  to  determine  base  salaries, the  Committee  also  considered  such
qualitative  factors as experience, responsibilities and individual performance.
These factors were not ranked or weighted in any particular way.

Base salaries for all other Executive Officers were 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 annual achievement
levels 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.

- 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, with  a maximum potential
payout of 75% of base salary. The three components in Plan 2 for Senior Officers
have a maximum potential payout of 100% of base salary, with components 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 components weighted at 42% Sales Growth, 42% RONAEBIT, and 36% Earnings
Per Share Growth.

For 1994, the following  weighted percentages were paid:  Officers were paid  at
20.01%  of their base salaries under the Sales Growth component and 13.34% under
the RONAEBIT  component.  Senior Officers  were  paid  at 18.7%  of  their  base
salaries  under the Sales Growth component, 12.47% under the RONAEBIT component,
and 30.0% under  the Earnings Per  Share Growth component.  The Chief  Executive
Officer  was paid at 22.44% of his base salary under the Sales Growth component,
which represents payment  at slightly  below the  goal level,  14.96% under  the
RONAEBIT  component,  which represents  payment  at slightly  above  the minimum
level, and 36.0% under the Earnings Per Share Growth component, which represents
payment at the maximum level.

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.

During  the 1994  fiscal year,  no options were  granted to  the Chief Executive
Officer or any of the Named Executive Officers.

CHIEF EXECUTIVE OFFICER COMPENSATION

Factors recognized by the  Committee relating to  the Chief Executive  Officer's
1994  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  reviewed 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  Corporation's  executive  compensation  programs  are
performance-based,   particularly  with  regard  to  the  Incentive  Plans.  The
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 these programs
provide the Chief Executive Officer a strong incentive to grow the Corporation's
share price.

6

The total dollar values for the 1994  compensation paid to the five most  highly
compensated Executive Officers, including the Chief Executive Officer, are found
in the Summary Compensation Table.

EXECUTIVE OFFICER STOCK OWNERSHIP

During the 1994 fiscal year the Committee retained the services of Timothy Haigh
of  W. T. Haigh & Company, Inc.  to provide independent consultation directly to
the  Committee   regarding  1995   executive   compensation.  Based   upon   the
recommendation  of Mr. Haigh, and in accordance with the Corporation's belief in
aligning executive officer interests with  those of shareholders, the  Committee
has  established guidelines for target levels  of stock ownership, effective for
the 1995 fiscal year. These guidelines will apply to a group of key  executives,
including  the  Chief  Executive  Officer  and  the  Named  Executive  Officers,
encouraging them to acquire over time  shares of the Corporation's common  stock
with  the number  of shares (based  upon the  average stock price  over the past
twelve months) equivalent to  one half to three  times their base salary.  While
compliance  with these guidelines will be voluntary, the Committee believes that
encouraging ownership will significantly benefit the Corporation.

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

Table 2  shows the  total cash  compensation paid,  payable and/or  accrued  for
services  rendered during the  1994, 1993 and  1992 fiscal years  to each of the
five most highly compensated Executive Officers.

TABLE 2:  SUMMARY COMPENSATION TABLE

SUMMARY COMPENSATION TABLE

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                           1994  466,667         342,534                     0              0                  0
Chairman, President and                    1993  416,583         386,880                     0        103,674                  0
Chief Executive Officer                    1992  375,000         208,725                     0         35,000                  0

Branko M. Beronja                          1994  188,219         115,134                     0              0                  0
President-North American                   1993  177,175          89,934                     0         20,970                  0
Operations                                 1992  173,917          86,402                     0          4,388                  0

Michael F. Montemurro                      1994  200,685         122,759                     0              0                  0
Senior Vice President-                     1993  185,208         143,332                     0         32,475                  0
Financial Services and                     1992  170,620          79,151                     0          7,281                  0
Administration

Jay H. Schnabel                            1994  190,000         116,223                     0              0                  0
Senior Vice President-                     1993  170,817         132,195                     0         28,599                  0
Diagnostics                                1992  156,324          72,519                     0          6,412                  0

James L. Somers                            1994  218,267         133,514                     0              0                  0
Senior Vice President-                     1993  188,226         145,668                     0         34,023                  0
Manufacturing and                          1992  178,760          82,927                     0          7,628                  0
Technology

7

TABLE 3:  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                3,149    $31,096    138,064/34,558      102,326/51,837
Beronja                   0         $0      22,722/6,990       35,643/10,485
Montemurro            2,000    $22,130     33,739/10,825       59,862/16,238
Schnabel                  0         $0      32,449/9,533       43,666/14,300
Somers                    0         $0     11,341/11,341       17,012/17,012
<FN>
+The closing  price  on  December 30,  1994,  the  Friday prior  to  the  fiscal
year-end, was $33.25. This amount was used to calculate the value of unexercised
options with an exercise price of less than $33.25.

EXECUTIVE AGREEMENTS

On  January 4, 1991, the Corporation  entered into agreements with its 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, each  of  Messrs. Cornog,  Montemurro,  Schnabel and  Dr.  Somers  will
receive  a lump-sum payment equal to the product of three times, and Mr. Beronja
will receive two times, the  sum of his highest base  salary rate in effect  and
his 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
Executives will receive  a gross-up payment  equal to the  amount of the  excise
tax.

*  *  *  *  *  *

Table  4 shows estimated covered compensation for representative Average Pay and
Years of Credited Service before reductions for early retirement.

TABLE 4:  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 1995
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 AND FIELD EMPLOYEE PENSION PLAN

The  Corporation's Administrative and Field Employee Pension Plan is a qualified
noncontributory  defined  benefit   plan.  No  specific   contribution  by   the
Corporation is calculated with respect to the Named Executive Officers.

The  Administrative and  Field Employee  Pension 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 and generally includes base salary and bonus  amounts
paid to an individual in a given year. "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. "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.

8

SUPPLEMENTAL RETIREMENT PLAN

Elected Officers  of the  Corporation, as  well as  appointed officers  who  are
members  of  the  Administrative  and  Field  Employee  Pension  Plan, currently
participate in a Supplemental Retirement Plan. 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  Employee
Pension  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 credit him  two
years  of service  for every year  worked, rather than  the one-year arrangement
under the Administrative  and 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.

As of February 28, 1995, the years of credited service for the Officers in Table
2 are: Mr. Cornog, 7 years; Mr. Beronja, 31 years; Mr. Montemurro, 24 years; Mr.
Schnabel, 29 years and Dr. Somers, 21 years.

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.  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 return measures pre-tax and pre-interest expense return
on net assets (total assets less 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 discussed in  the
Organization   and   Executive  Compensation   Committee  Report   on  Executive
Compensation on pages five and six.  The graphs and tables below illustrate  the
Corporation's  performance compared to the companies currently in the Standard &
Poor's Auto Parts-- Aftermarket Industry Index.

TOTAL SHAREHOLDER RETURN*
SNAP-ON INCORPORATED

GRAPH

Auto Parts-
Snap-on                         Aftermarket
Fiscal Year Ending     Incorporated     S&P 500       Industry Group

December 31, 1989       $   100.00     $   100.00      $  100.00
December 31, 1990           101.05          96.89          73.74
December 31, 1991           106.64         126.28         135.26
December 31, 1992           106.77         135.88         170.13
December 31, 1993           132.68         149.52         197.69
December 31, 1994           119.99         151.55         172.47

<FN>

*ASSUMES $100  INVESTED ON  THE LAST  DAY OF  DECEMBER, 1989  AND DIVIDENDS  ARE
REINVESTED QUARTERLY.

RETURN ON NET ASSETS EMPLOYED BEFORE INTEREST AND TAXES

GRAPH

Snap-on        Auto Parts--
Fiscal Year Ending                     Incorporated      Aftermarket*

December 31, 1989                            27.6%           22.1%
December 31, 1990                            23.3%           17.9%
December 31, 1991                            19.1%           16.8%
December 31, 1992                            15.1%           24.6%
December 31, 1993                            17.1%           24.8%
December 31, 1994                            18.7%            --

<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 1994 AUTO PARTS-- AFTERMARKET INDUSTRY INDEX.

PROXY STATEMENT ITEM II

APPROVAL OF AMENDMENTS TO EMPLOYEE STOCK OWNERSHIP PLAN

General  - The Employee Stock Ownership Plan (the "Plan"), formerly the Employee
Stock Purchase Plan, was implemented by the Corporation in 1970. Under the terms
of the Plan, eligible employees may annually purchase shares of common stock  of
the Corporation by means of payroll deductions. The purchase price for the stock
is the lesser of the market value on (a) May 15, the first day of the Plan year,
or  (b)  the  following May  14,  the last  day  of  the Plan  year.  Subject to
shareholder  approval,  the  Board  of  Directors  has  unanimously  adopted  an
amendment to the Plan to increase the aggregate number of shares of common stock
issuable  under the  Plan from 2,600,000  to 3,250,000.  A copy of  the Plan, as
amended, is attached as Exhibit  A. The Plan and  the rights of participants  to
make  purchases  thereunder  are intended  to  qualify under  the  provisions of
Section 423 of  the Internal Revenue  Code and Rule  16b-3 under the  Securities
Exchange Act of 1934.

9

Previous  Amendments to Increase the Number of  Issuable Shares - In 1975, 1979,
1982 and 1987,  shareholders approved  amendments to  the Plan  to increase  the
number  of issuable shares. Initially, 50,000  shares were reserved for issuance
under the  Plan. In  1972, the  number of  issuable shares  was adjusted  for  a
three-for-one  stock  split.  The number  of  issuable shares  was  increased by
100,000 shares in 1975, 150,000  shares in 1979 and  250,000 shares in 1982.  In
1986, the number of shares was adjusted for a 100% stock split, and in 1987, the
shareholders approved a 500,000 share increase.

Proposed  Amendment  to Increase  the Number  of Issuable  Shares -Approximately
90,000 shares remain available  for issuance under the  current Plan year  which
ends May 14, 1995. Approximately 50,000 shares are expected to be issued at that
time.  On January 27, 1995, the Board of Directors amended the Plan to authorize
the issuance  of an  additional 650,000  shares of  common stock  to permit  the
continuation of the Plan, subject to shareholder approval.

Plan Summary - Under the Plan, the Board of Directors is authorized to offer all
eligible  employees  (defined  as  all  employees  of  the  Corporation  or  its
subsidiaries except for part-time  employees excludable under Section  423(b)(4)
of  the Internal Revenue Code) the right to elect annually to purchase shares of
the Corporation's common stock in the amounts and at the prices set forth  below
through  adjustable payroll  deductions. As  of January  31, 1994, approximately
7,450 employees were  eligible to participate  in the Plan.  The value of  stock
which  may  be  purchased  may  not  exceed  $25,000  in  a  calendar  year  and
participants may not purchase more than  two thousand shares annually under  the
Plan.  The length of  the purchase period  is twelve months.  As of February 28,
1995, the closing  price per share  of common stock  as quoted on  the New  York
Stock Exchange was $34.00.

The  price for shares  purchased under each  offering will be  the lesser of the
market value on (1) May 15  of each Plan year, or  (2) the succeeding May 14  of
each  Plan year. Elections to participate must be made between May 15 and June 1
of each Plan year. For the 1993-1994 Plan year, the purchase price of the common
stock was $35.63 per share. Rights under  the Plan are not transferrable by  any
person  for any purpose. Participants may withdraw their payroll deductions from
the Plan account by  providing written notice  to the Corporation.  Participants
who  withdraw from  the Plan  may not become  eligible to  participate until the
beginning of the next  Plan year. Upon termination  of employment or death,  the
entire  amount credited to the participant's account will be paid in cash to the
employee or to the employee's estate. No interest will be paid on any money in a
participant's account under any circumstances.

All fees and expenses incurred in connection  with the Plan will be paid by  the
Corporation.  Shares available under the Plan and pending purchase rights may be
adjusted  by  the  Corporation  in  the  event  of  a  stock  split,  merger  or
consolidation.  The Plan may be amended, suspended  or terminated at any time by
the Board of Directors, with the exception that shareholder approval is required
for any amendment which will materially modify the Plan or otherwise  materially
increase the benefits accruing to participants.

New  Plan Benefits - Because participation in the Plan is voluntary and benefits
of participation depend upon an increase in the market price of the common stock
of the  Corporation over  the course  of  a Plan  year, the  Corporation  cannot
determine  the benefits  that will  accrue under the  amended Plan  to the Named
Executive Officers, other  executive officers or  other employees. Directors  of
the  Corporation who are  not employees are  not eligible to  participate in the
Plan.

Federal Income Tax Considerations - It is  intended that the Plan qualify as  an
"employee  stock purchase plan" pursuant to  Section 423 of the Internal Revenue
Code. Accordingly, participants in the Plan will not recognize taxable income on
the receipt or exercise of rights to purchase stock pursuant to the Plan.

Participants do not recognize any taxable income when they receive  certificates
for  shares; however, participants may recognize  ordinary income and/or gain or
loss when the shares acquired under the Plan are sold or exchanged.

If a participant disposes of his or  her shares without holding such shares  for
one  year from the  date of exercise, the  participant will recognize additional
ordinary compensation income in  an amount equal to  the difference between  the
fair market value of such shares upon exercise and their initial purchase price.
Any  remaining gain  or loss  (after taking  into account  ordinary income) will
generally be taxed as a capital gain or loss.

Generally, there are no tax consequences  to the Corporation arising out of  the
sale of stock to employees under the Plan.

Approval  of the Plan requires the affirmative vote of a majority of the holders
of stock present or represented and entitled to vote at the meeting.

10

THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THE APPROVAL AND ADOPTION
OF THE EMPLOYEE STOCK OWNERSHIP PLAN AMENDMENTS

EXHIBIT A

SNAP-ON INCORPORATED
EMPLOYEE STOCK OWNERSHIP PLAN

1.  PURPOSE OF THE PLAN

The purpose of the Plan is to  provide a method by which eligible employees  may
purchase   shares  of  Common  Stock  ("Stock")  of  Snap-on  Incorporated  (the
"Company"), by payroll deductions.  It is the intention  of the Company to  have
the  Plan qualify as an "employee stock  purchase plan" under Section 423 of the
Internal Revenue Code of 1986 and,  therefore, the provisions of the Plan  shall
be  construed in a manner consistent with  the requirements of Section 423(b) of
such Code.

2.  ELIGIBILITY TO PARTICIPATE

A.  Any  employee of  the Company  or any  of its  subsidiaries (except  for
part-time  employees  excludable under  Section 423(b)(4)  of  the Code)  at the
offering date shall be eligible to participate in the Plan.

B.  In any event, no employee shall be granted an option:

(i) if, immediately  after the grant,  such employee would  own or  hold
outstanding  options to  purchase Stock possessing  5% or more  of the total
combined voting power or value of all classes of stock of the Company or any
subsidiary of the Company; or

(ii) which permits his rights to purchase Stock under all employee stock
purchase plans of the Company and its subsidiaries to accrue at a rate which
exceeds $25,000 of fair  market value of the  Stock (determined at the  time
such option is granted) for each calendar year in which such stock option is
outstanding at any time.

3.  NUMBER OF SHARES TO BE OFFERED

An aggregate of 3,250,000 shares of Stock will be offered for subscription under
this Plan.

4.  OFFERING DATES

The  date of first offering  under this Plan is May  15, 1970. An additional and
separate offering will be  made on the  15th day of May  in each following  year
until  the Plan is terminated by the  Company, unless all of the shares reserved
hereunder are previously purchased. Each such year from May 15 to the succeeding
May 14 shall hereinafter be referred to as a "Plan Year."

5.  PRICE

The price per share will be the lesser  of the market value of the Stock on  (i)
May  15 of a Plan Year  or (ii) the succeeding May  14 of such Plan Year. Market
value shall be the mean of the high and low prices for the Stock as reported  by
the New York Stock Exchange.

6.  METHOD OF PAYMENT

For  each participant, payment is to be  made through payroll deductions on each
payroll date applicable to the participant during the Plan Year commencing  with
the  first payroll date on  or after June 1  of the Plan Year,  with no right of
prepayment. Subject to further procedures which may be established by the  Board
of  Directors for  the efficient  operation of  the Plan,  the specified payroll
deduction must be in even dollar amounts.

7.  HOW AND WHEN TO ENTER THE PLAN

If an eligible employee wishes to  subscribe, an authorization form supplied  by
the  Company must be signed and delivered to the Company between May 15 and June
1 of the Plan Year. The employee  shall indicate on such authorization form  the
amount  of payroll deduction which he has elected. A separate authorization form
must be filed for each Plan Year during which an employee wishes to  participate
in the Plan.

8.  USE OF FUNDS

All payroll deductions or other funds received or held by the Company under this
Plan  may be used  for any corporate purpose  and need not  be segregated in any
way. No interest will be  paid or allowed under  any circumstances on any  money
paid by the participating employees.

11

9.  EXERCISE OF OPTION

Unless  a  participant  gives  written  notice to  the  Company  as  provided in
paragraph 12, his option to purchase  Stock will be exercised automatically  for
him  at the termination  of a Plan Year  for the number of  full shares of Stock
which the accumulated payroll  deductions credited to his  account at that  time
will  purchase at  the applicable price;  provided, however, that  not more than
2,000 shares of the  Stock may be  purchased in any Plan  Year by a  participant
employee.  Any  cash  balance  remaining in  the  employee's  account  after the
termination of a Plan Year will be carried forward to the employee's account for
the purchase of Stock during the next  Plan Year if the employee has elected  to
continue  as a participant in  the Plan. Otherwise, the  employee will receive a
cash payment equal to the balance of his account.

10.  DELIVERY OF STOCK

Certificates for Stock purchased in each Plan Year will be issued and  delivered
as  soon as practicable after the end of such year. Until stock certificates are
issued, the employee  will not have  the rights or  privileges of a  shareholder
with respect to such shares.

11.  REGISTRATION AND QUALIFICATION OF SHARES

The  President  may postpone  the issuance  of  shares under  the Plan  for such
reasonable period of time as will enable the Company, if it so elects, to  cause
a  registration statement in  respect of such  shares to be  filed and to become
effective under the Securities Act of  1933, as amended, or to cause  compliance
with applicable provisions of any state securities law.

12.  WITHDRAWAL FROM THE PLAN

A  participant may withdraw the payroll deductions credited to his account under
the Plan by giving  written notice to the  Company. Such withdrawal will  become
effective  on the first  day of the  month following receipt  of notice thereof,
provided notice is received  at least 10  days before the  end of the  preceding
month.  In any event an employee's right to  withdraw terminates at the end of a
Plan Year. A participant who withdraws from the Plan will not become eligible to
again participate in the Plan until the beginning of the next Plan Year.

13.  TERMINATION OF EMPLOYMENT

In the event of any termination  of a participant's continuous service with  the
Company  or a  subsidiary, including  death, the  entire amount  credited to the
account of such a participant shall be paid to the person entitled thereto.

14.  RIGHTS NOT TRANSFERABLE

An employee's rights under  the Plan belong  to him alone and  may not be  sold,
assigned,  pledged or otherwise transferred in any manner and may not be availed
of for any purpose by any other person.

15.  ADJUSTMENT UPON CHANGE IN CAPITALIZATION

If any option  under this Plan  is exercised subsequent  to any stock  dividend,
split-up,  recapitalization, merger, consolidation,  combination, or exchange of
shares, or the like,  occurring after such  option was granted,  as a result  of
which  shares of any class shall be  issued in respect of the outstanding shares
of Stock, or  shares of  Stock shall  be changed into  the same  or a  different
number  of the same or  another class or classes, the  number of shares to which
such option shall be applicable  and the option price  for such shares shall  be
appropriately  adjusted by the Company. Upon the  occurrence of any event of the
type described in  this paragraph  15, the Board  of Directors  shall also  make
appropriate  changes in the number of shares  of Stock that may be offered under
the Plan  and in  the maximum  number of  shares that  may be  purchased by  any
participant.

16.  COSTS OF THE PLAN

The  Company will assume all  fees and expenses incurred  in connection with the
Plan, including any original issue or transfer taxes which may be applicable  to
shares issued thereunder.

17.  ADMINISTRATION OF THE PLAN

A.   Subject to  direction of the  Board of Directors,  the President of the
Company shall administer the Plan and make such interpretations and  regulations
as he deems desirable or necessary in connection with its operation.

B.    The Board  of Directors  of the  Company  at any  time may  suspend or
terminate the Plan.  No option to  purchase shares thereunder  shall be  granted
during  any suspension of  the Plan or  after the Plan  has been terminated. The
Board of Directors may  amend the Plan  from time to  time except that,  without
approval  by the shareholders of  the Company, no amendment  shall be made which
would increase the aggregate number of shares  of Stock which may be subject  to
option  under the  Plan or change  the terms  for computing the  market value at
which options may be exercised. Should the Plan be suspended or terminated,  any
option  granted  prior to  such  time shall  not be  canceled  nor the  terms or
conditions thereof altered as a result of such suspension or termination without
the consent of the participant.

12

18.  SHAREHOLDER APPROVAL; EFFECTIVE DATE

This Plan was  amended on  January 27,  1995 by  the Board  of Directors,  which
amendments  shall be  effective as  of the  Plan Year  commencing May  15, 1995.
Section Number 3 regarding the number  of shares to be offered for  subscription
was  amended by the  Board of Directors,  subject to approval  by the holders of
outstanding shares of Stock entitled to vote thereon at the next annual  meeting
of the Company's shareholders.

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 has  proposed the appointment of  Arthur Andersen LLP as
the Corporation's  independent auditor  for 1995,  pending ratification  by  the
shareholders  at the Annual Meeting. Representatives  of Arthur Andersen LLP 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 LLP, the Board of Directors will secure the services of  another
independent  auditor for  1995. Arthur Andersen  LLP has  been the Corporation's
independent auditor for the past thirteen 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 10% 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  SEC 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 1994 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 1996 Proxy  Statement
must  be received  by the  Secretary of  the Corporation  by November  19, 1995.
Additional requirements relating to the  timeliness and content of proposals  to
be  submitted  at  the  1995 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 common stock of the Corporation or (2) any
portion of their  common stock of  the Corporation. 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 the Corporation's 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  THE  RACINE  CIVIC CENTRE'S
FESTIVAL PARK  --  I-294  North  to I-94  West  (toward  Milwaukee)  to  Racine,
Wisconsin,  Highway 20 (exit  333-Racine/Waterford). Highway 20  east (right) to
Racine, approximately six miles to  14th Street, which continues east.  Continue
on  14th Street,  approximately three-quarters of  a mile to  Main Street. North
(left) on Main Street, approximately three-quarters  of a mile to Sixth  Street.
East (right) to parking lot.

FROM  MILWAUKEE'S MITCHELL  INTERNATIONAL AIRPORT  TO THE  RACINE CIVIC CENTRE'S
FESTIVAL PARK -- I-94  East to Racine, Wisconsin,  Highway 20 (exit  333-Racine/
Waterford).  Highway 20 east  (left) to Racine, approximately  six miles to 14th
Street, which  continues east.  Continue on  14th Street,  approximately  three-
quarters  of a mile to  Main Street. North (left)  on Main Street, approximately
three-quarters of a mile to Sixth Street. East (right) to parking lot.

* * * *

13

PROXY

SNAP-ON INCORPORATED

2801-80TH STREET
KENOSHA, WI 53141-1410
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned appoints B. S. Chelberg, A. L. Kelly and R. J. Decyk as
Proxies, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and  to vote, as designated below, all shares of
the common stock of Snap-on Incorporated held on record by the undersigned on
February 28, 1995, at the Annual Meeting of Shareholders to be held at the
Racine Civic Centre's Festival Park, 5 Fifth Street, Racine, Wisconsin at
10:00 a.m. on Friday, April 28, 1995, 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.

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

PLEASE MARK YOUR VOTE ON REVERSE SIDE, SIGN, DATE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE.

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

VOTE             WITHHOLD
for all nominees     authority to
(except as indicated   vote for all
above)            nominees
1. Election of Directors: Three-year terms--       / /                / /
R.A. Cornog, R.F. Farley and E.H. Rensi.

TO WITHHOLD YOUR VOTE FOR ANY NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME
IN THE LIST ABOVE.

FOR     AGAINST   ABSTAIN
2. Proposal to amend the Employee Stock Ownership      / /       / /       / /
Plan to increase the number of authorized shares.

FOR     AGAINST   ABSTAIN
3. Proposal to ratify the appointment of Arthur        / /       / /       / /
Andersen LLP as the independent auditor for 1995.

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.

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.

Dated:____________________________________________________________________, 1995
Receipt of Notice of the Annual Meeting and Proxy Statement is hereby
acknowledged.

________________________________________________________________________________
Signature