SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 1-7724
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [X] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: June 28, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print
or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
___________________________________
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification
relates: ____________________________________
__________________________________________________________________
Part I -- Registrant Information
__________________________________________________________________
Full Name of Registrant: Snap-on Incorporated
Former Name if Applicable:
Address of Principal Executive
Office (Street and Number): 10801 Corporate Drive
City, State and Zip Code: Kenosha, Wisconsin 53141-1430
<PAGE>
__________________________________________________________________
Part II -- Rules 12b-25(b) and (c)
__________________________________________________________________
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or expense.
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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Part III -- Narrative
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State below in reasonable detail the reasons why Form 10-K and
Form 10-KSB, 20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report
or portion thereof could not be filed within the prescribed period.
The Registrant's Quarterly Report on Form 10-Q for the period ended
June 28, 1997 (the "Form 10-Q") could not be filed timely because on
August 11, 1997 the Registrant received a letter from the Commission dated
July 31, 1997 requiring that future filings reflect the comments of the
Commission contained in such letter. The filing deadline for the Form 10-
Q was the following day, August 12, 1997, and therefore the Registrant had
insufficient time to respond to the Commission's comments, especially in
light of the fact that the Registrant's Chief Financial Officer (and
principal accounting officer) was out of town and unreachable on August 11
and 12, 1997.
__________________________________________________________________
Part IV -- Other Information
__________________________________________________________________
(1) Name and telephone number of person to contact in regard to
this notification:
Donald S. Huml (414) 656-5200
(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s)
been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
____________________________________
SNAP-ON INCORPORATED
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 13, 1997 By: /s/ Donald S. Huml
Donald S. Huml
Chief Financial Officer
