UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)            April 22, 2004
                                                            --------------

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


           Delaware                      1-7724                 39-0622040
           --------                      ------                 ----------
(State or other jurisdiction of  (Commission File Number)    (I.R.S. Employer
incorporation or organization)                              Identification  No.)


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

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



Item 7.           Financial Statements and Exhibits
-------           ---------------------------------

(c) Exhibits

99       Press Release of Snap-on Incorporated, dated April 22, 2004


Item 12.          Results of Operations and Financial Condition
--------          ---------------------------------------------

On April 22, 2004, Snap-on Incorporated (the "Corporation") issued a press
release entitled "Snap-on Announces EPS of $0.22 for First-quarter 2004; Reports
strong cash flow from operating activities; Reaffirms 2004 EPS guidance." The
text of the press release is incorporated herein by reference. The press release
is being furnished pursuant to Item 12 - Results of Operations and Financial
Condition.

The press release also contains cautionary statements identifying important
factors that could cause actual results of the Corporation to differ materially
from those described in any forward-looking statement of the Corporation.

The press release also contains information concerning the impacts of foreign
currency translation on certain items of reported results, and this information
may include non-GAAP financial measures. The Corporation presents information in
this manner to show changes in these items of reported results apart from those
related to the quarterly volatility of foreign currency changes.


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                                   SIGNATURES
                                   ----------

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


                                   SNAP-ON INCORPORATED



Date:  April 22, 2004         By:  /s/ Martin M. Ellen
                                 -----------------------------------------------
                                   Martin M. Ellen, Principal Financial Officer,
                                   Senior Vice President - Finance and
                                   Chief Financial Officer

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                                  EXHIBIT INDEX

Exhibit Number       Description
--------------       -----------
99                   Press Release of Snap-on Incorporated, dated April 22, 2004
                     entitled  "Snap-on Announces EPS of $0.22 for First-quarter
                     2004;  Reports strong cash flow from  operating activities;
                     Reaffirms 2004 EPS guidance."


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