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)    January 21, 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 January 21, 2004


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

On January 21, 2004,  Snap-on  Incorporated (the  "Corporation")  issued a press
release entitled  "Snap-on  Estimates  Results of $1.34 -$1.35 EPS for Full-year
2003;  Anticipates EPS of $1.80 - $2.20 for Full-year 2004;  Reports strong cash
flow from  operating  activities  - exceeded  $175  million  for 2003;  Signs of
recovery heading into 2004;  Expects to accelerate  share repurchase  activity."
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:  January 21, 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 January 21, 2004
                  entitled "Snap-on Estimates Results of $1.34 -$1.35 EPS for
                  Full-year 2003; Anticipates EPS of $1.80 - $2.20 for
                  Full-year 2004; Reports strong cash flow from
                  operating activities - exceeded $175 million for
                  2003; Signs of recovery heading into 2004; Expects to
                  accelerate share repurchase activity."

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