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)            February 4, 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 February 4, 2004


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

On February 4, 2004, Snap-on Incorporated (the "Corporation") issued a press
release entitled "Snap-on Reports $0.30 EPS for Fourth-quarter 2003 and $1.35
EPS for Full-year 2003; Results in line with recent estimates." 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:  February 4, 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 February 4, 2004
               entitled "Snap-on Reports $0.30 EPS for Fourth-quarter 2003 and
               $1.35 EPS for Full-year 2003; Results in line with recent
               estimates."



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