8-K

                       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) December 28, 2001

                              Snap-on Incorporated
                              --------------------
             (Exact name of registrant as specified in its charter)

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



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

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


Item 5. Other Events
- --------------------

On December 28, 2001, Snap-on Incorporated (the "Corporation") issued a press
release entitled "Snap-on Arbitration with SPX Reaches Conclusion." The text of
the press release is filed herewith as Exhibit 99 and incorporated herein by
reference.

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

(c) Exhibits

99 Press Release of Snap-on Incorporated, dated December 28, 2001.



                                       2

                                   SIGNATURES
                                   ----------

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

                              SNAP-ON INCORPORATED

Date:  January 4, 2002                 By: /s/ B.A. Metzger
                                           -----------------------------
                                           B.A. Metzger
                                           Principal Accounting Officer,
                                           Vice President and Controller


                                       3

EX-99

                                                                      EXHIBIT 99

                 Snap-on Arbitration with SPX Reaches Resolution
KENOSHA, Wis.--(BUSINESS WIRE)--Dec. 28, 2001--Snap-on Incorporated (NYSE: SNA)
announced today that it did not prevail in a long-standing matter being
arbitrated with SPX Corporation. Both companies had previously agreed to a
binding arbitration process that required the arbitrator to render an award
either in favor of Snap-on for $3 million or in favor of SPX for $44 million. As
the arbitrator ruled in favor of SPX, Snap-on will pay $44 million in damages
for infringement of SPX patents.

The arbitration relates to a complaint that Snap-on filed in April 1996 against
SPX alleging infringement of certain Snap-on patents and asserting claims
relating to SPX's hiring of the former president of Sun Electric, acquired by
Snap-on in 1992. SPX filed a counterclaim alleging infringement of certain SPX
patents. These patents have expired. No further details will be provided by the
arbitrator.

"We are disappointed by the arbitrator's decision, but this brings the
long-standing matter to a conclusion," said Susan F. Marrinan, Snap-on vice
president and general counsel.

Snap-on will reserve for the after-tax settlement cost of $27.9 million (or
approximately $0.48 per share) in its fourth quarter 2001 financial results.

Snap-on Incorporated is a leading global developer, manufacturer and marketer of
tool, diagnostic and equipment solutions for professional tool users. Products
are sold through its franchised dealer van, company direct sales and distributor
channels, and the Internet. Founded in 1920, Snap-on is a $2.2 billion, S&P 500
company headquartered in Kenosha, Wisconsin, and employs approximately 14,000
people worldwide.

    For additional information on Snap-on, visit www.snapon.com or:

CONTACT: Snap-on Incorporated
Media contact:
Richard Secor, 262/656-5561
Investor contact:
Bill Pfund, 262/656-6488


                                       4