8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 13, 2005

P & F INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-5332	22-1657413
(State or Other Jurisdiction	(Commission File No.)	(IRS Employer
of Incorporation)		Identification Number)

300 Smith Street, Farmingdale, New York 11735

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (631) 694-1800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

G Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

G Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

G Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

G Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d)On September 13, 2005, effective immediately, the Board of Directors (the “Board”) of P & F Industries, Inc. (the “Registrant”) elected Kenneth M. Scheriff to the Board. Mr. Scheriff will serve in the class of directors whose term expires at the 2008 annual meeting of stockholders.

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On September 13, 2005, the Board amended (the “Amendment”) the Registrant’s Amended By-laws, as amended (the "By-laws"). The Amendment, effective immediately upon its adoption by the Board, provides that the Board shall consist of ten persons. The By-laws previously provided that the Board shall consist of nine persons. The foregoing description of the Amendment is qualified in its entirety by reference to the text of amended Article III, Section 1 of the By-laws, which is filed herewith as Exhibit 3 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

3    Amended text of Article III, Section 1 of the Amended By-laws, as amended, of P & F Industries, Inc., effective September 13, 2005

99Press Release, dated September 16, 2005, issued by P & F Industries, Inc.

SIGNATURES

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

	P & F INDUSTRIES, INC.
Date:  September 16, 2005	By:	/s/ Joseph A. Molino, Jr.
		Joseph A. Molino, Jr.
		Vice President, Chief Operating Officer and Chief Financial Officer

EX-3

EXHIBIT 3

P & F INDUSTRIES, INC.

(Amendment made to Amended By-laws, as amended, effective September 13, 2005)

Article III, Section 1 of the Amended By-laws, as amended, of P & F Industries, Inc. has been amended and replaced with the following:

“SECTION 1. POWERS, NUMBER, QUALIFICATION AND TERM.  The property, affairs and business of the corporation shall be managed by its board of directors, consisting of ten persons.  The directors shall be elected for three year terms to succeed those whose terms then expire.  If a vacancy shall occur in any class, the director elected to fill that vacancy shall be elected for the remaining term of that class.  The directors shall have the power at any time when a stockholders’ meeting is not in session to increase or decrease their own number by an amendment to these By-laws.  If the number of directors be increased, the additional directors shall be elected for such terms as shall maintain equality in the annual classes, as nearly as may be practicable.  Vacancies created by an amendment increasing the number of directors may be filled like other vacancies by a majority of the directors in office at that time.  If the number of directors be reduced, the terms of directors remaining in office need not be changed, but the terms of the directors elected to succeed them shall be changed to the extent necessary to maintain equality in the annual classes, as nearly as may be practicable.  The number of directors shall never be less than three.  Directors need not be stockholders.”

EX-99

P&F INDUSTRIES ELECTS KENNETH M. SCHERIFF

TO ITS BOARD OF DIRECTORS

FARMINGDALE, N.Y., September 16, 2005 - P&F Industries, Inc. (Nasdaq NM: PFIN) announced today the election of Kenneth M. Scheriff to the Board of Directors of the Company on September 13th.

Kenneth M. Scheriff, 56, is the Executive Vice President of the Commercial Loan Group of State Bank of Long Island, a commercial bank listed on the American Stock Exchange, and has been employed in an executive capacity with the bank for more than ten years. Mr. Scheriff also serves as Chairman of the board of directors and Vice President/Secretary of Studebaker Worthington Leasing Corp. and as a director of State Title Agency LLC, both of which are subsidiaries of State Bank. His term as a director will continue until the Company’s 2008 Annual Meeting of Stockholders.

P&F Industries, Inc., through its three wholly-owned operating subsidiaries, Florida Pneumatic Manufacturing Corporation, Countrywide Hardware, Inc. and Embassy Industries, Inc., manufactures and/or imports air-powered tools, various residential hardware such as staircase components, kitchen and bath hardware, fencing hardware and door and window hardware, and baseboard and radiant heating products. P&F’s products are sold under their own trademarks, as well as under the private labels of major manufacturers and retailers.

This is a Safe-Harbor Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including those related to the Company’s future performance, and those contained in the comments of management, are based upon the Company’s historical performance and on current plans, estimates and expectations, which are subject to various risks and uncertainties, including, but not limited to, the impact of competition, product demand and pricing, and those described in the reports and statements filed by the Company with the Securities and Exchange Commission, including, among others, those described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. These risks could cause the Company’s actual results for the 2005 fiscal year and beyond to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

P&F Industries, Inc. Joseph A. Molino, Jr. Chief Financial Officer 631-694-1800 www.pfina.com Lippert/Heilshorn & Associates, Inc. Jody Burfening/Seema Brin Investor Relations 212-838-3777 jburfening@lhai.com/sbrin@lhai.com

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