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)            July 29, 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 July 29, 2004


ITEM 12.          RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July  29,  2004,  Snap-on  Incorporated  (the  "Corporation")  issued a press
release entitled "Snap-on  Announces  Second-quarter  2004 Results." 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.


                                   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:  July 29, 2004     By:     /s/ Martin M. Ellen
                         ------------------------------------------------------
                                 Martin M. Ellen, Principal Financial Officer,
                                 Senior Vice President - Finance and
                                 Chief Financial Officer



                                  EXHIBIT INDEX



Exhibit Number     Description
--------------     -----------
99                 Press Release of Snap-on Incorporated, dated July 29, 2004
                   entitled "Snap-on Announces Second-quarter 2004 Results"