SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Horowitz Linda (Last) (First) (Middle) C/O RICHARD A. HOROWITZ, AS EXECUTOR 90 WHEATLEY ROAD (Street) OLD WESTBURY NY 11568 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol P&F INDUSTRIES INC [ PFIN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/02/1994
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Preferred Stock	01/30/1997		J(1)		2,600	D	$10	0	I	As Custodian for Daughter
Class A Common Stock	11/30/1994		J(2)		22,200	D	(3)	0	I	As Custodian for Daughter
Class A Common Stock	06/25/1998		G		10,000	D	(3)	125,400	I	By spouse
Class A Common Stock	06/02/1999		M		250,000	A	$1.994	375,400	I	By spouse
Class A Common Stock	06/02/1999		F		49,235	D	$10.125	326,165	I	By spouse
Class A Common Stock	07/29/1999		J(4)		22,200	A	(3)	22,200	I	By spouse jointly with daughter
Class A Common Stock	07/12/2002		A		12,774	A	$0	338,939	I	By spouse
Class A Common Stock								660,200	D(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	$1.994	06/02/1994		A		250,000		(6)	06/02/1999	Class A Common Stock	250,000	$0	250,000	I	By Spouse
Incentive Stock Option (right to buy)	$2.0625	06/30/1994		J(7)			450,000	(8)	08/06/1997	Class A Common Stock	450,000	$0	0	I	By Spouse
Non-Qualified Stock Option (right to buy)	$5.1875	05/28/1997		A		30,000		05/28/1997	05/28/2007	Class A Common Stock	30,000	$0	30,000	I	By Spouse
Incentive Stock Option (right to buy)	$5.7063	05/28/1997		A		70,000		(9)	05/28/2002	Class A Common Stock	70,000	$0	70,000	I	By Spouse
Incentive Stock Option (right to buy)	$8.6625	03/25/1998		A		11,500		01/01/2003	03/28/2003	Class A Common Stock	11,500	$0	11,500	I	By Spouse
Non-Qualified Stock Option (right to buy)	$7.875	03/25/1998		A		138,500		03/25/1998	03/25/2008	Class A Common Stock	138,500	$0	138,500	I	By Spouse
Incentive Stock Option (right to buy)	$1.994	06/02/1999		M		250,000		(6)	06/02/1999	Class A Common Stock	250,000	(3)	0	I	By Spouse
Non-Qualified Stock Option (right to buy)	$6	07/12/2002		A		83,336		07/12/2002	07/12/2012	Class A Common Stock	83,336	$0	83,336	I	By Spouse
Incentive Stock Option (right to buy)	$6.6	07/12/2002		A		66,664		(10)	07/12/2007	Class A Common Stock	66,664	$0	66,664	I	By Spouse

Explanation of Responses:

1. Mandatory redemption of preferred stock by the Company.

2. Represents shares formerly held as custodian for minor daughter, deemed transferred to daughter upon the date that daughter attained legal majority.

3. Not applicable.

4. Represents transfer of shares formerly owned by daughter to joint ownership between daughter and spouse.

5. Linda Horowitz died on December 6, 2003. Letters Testamentary were granted on January 6, 2004 to Richard Horowitz, as Executor. At her death, Linda Horowitz owned 660,200 shares of Class A Common Stock.

6. Exercisable as follows: 50,000 shares exercisable on each of June 2, 1994, June 2, 1995, June 2, 1996, June 2, 1997, and June 2, 1998.

7. Options cancelled and terminated.

8. Such options were cancelled and terminated on June 30, 1994. Such options were granted on August 6, 1992 and were exercisable immediately, but only to the extent that the aggregate number of shares acquired after the grant date of such options by principal officers of the Company pursuant to options granted prior to the grant date by the Company, and purchasable under exercised options granted prior to the grant date by the Company then held by principal officers (exclusive of the shares underlying such options), had not exceeded 1,137,000. For purposes of such options, principal officers means persons who then are or formerly had been officers of the Company and who then are or had been members of the Company?s Board of Directors.

9. Exercisable as follows: 17,500 shares exercisable on each of January 1, 1999, January 1, 2000, January 1, 2001, and January 1, 2002.

10. Exercisable as follows: 16,666 shares exercisable on each of January 1, 2004, January 1, 2005, January 1, 2006, and January 1, 2007.

Remarks:

	/s/ Richard A. Horowitz, as Executor of the Estate of Linda Horowitz	05/23/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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