SC 13D/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                (AMENDMENT NO. 3)

                    Under the Securities Exchange Act of 1934

                              P&F INDUSTRIES, INC.
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                                (Name of issuer)

                                 COMMON STOCK
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                         (Title of class of securities)

                                   692830508
            --------------------------------------------------------
                                 (CUSIP number)

   TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN  46350   (219) 324-5087
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 (Name, address and telephone number of person authorized to receive notices and
                                 communications)

                                FEBRUARY 24, 2010
            --------------------------------------------------------
             (Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [_]

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

CUSIP No.  692830508

- --------------------------------------------------------------------------------
1.  Name of Reporting Person
                           TIMOTHY JOHN STABOSZ
- --------------------------------------------------------------------------------
2.  Check the Appropriate Box if a Member of a Group (See Instructions) (a)  [_]
                           NOT APPLICABLE                               (b)  [_]
- --------------------------------------------------------------------------------
3.  SEC Use Only
- --------------------------------------------------------------------------------
4.  Source of Funds (See Instructions)        PF
- --------------------------------------------------------------------------------
5.  Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
    Items 2(d) or 2(e)                                                       [_]
- --------------------------------------------------------------------------------
6.  Citizenship or Place of Organization      UNITED STATES
- --------------------------------------------------------------------------------
  Number of           (7) Sole Voting Power         221,814
    Shares     ____________________________________________
 Beneficially         (8) Shared Voting Power             0
   Owned by    ____________________________________________
     Each             (9) Sole Dispositive Power    221,814
  Reporting    ____________________________________________
 Person With         (10) Shared Dispositive Power        0
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned             221,814
    by each Reporting Person
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes                       [_]
    Certain Shares
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)     6.1%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)            IN
- --------------------------------------------------------------------------------


ITEM 1.   Security and Issuer

     Common stock of P&F Industries, Inc., 445 Broadhollow Road, Suite 100,
Melville, NY  11747.

ITEM 2.   Identity and Background

     Timothy Stabosz, of 1307 Monroe Street, LaPorte, IN  46350, a natural
person and United States citizen, is engaged as a private investor.  He has not
been convicted in a criminal proceeding (excluding traffic violations or other
similar misdemeanors) in the last 5 years, and has not been a party to any
proceedings, or subject to any judgements or enjoinments, related to violations
of state or federal securities laws in his lifetime.

ITEM 3.   Source and Amount of Funds or Other Consideration

     Personal funds in the aggregate amount of $423,641.94 have been used to
effect the purchases.  No part of the purchase price represents borrowed funds.

ITEM 4.   Purpose of Transaction

     The respondent sent a letter (Exhibit #1) to P&F's Board of Directors on
February 24, 2010, in order to secure his right to formally place his name in
nomination for election as a director at the upcoming annual meeting.  The
nomination letter serves the dual purpose of providing the board of directors
with all necessary information about the respondent, should the board decide
to select him as one of its nominees for election as a director, while
simultaneously allowing the respondent to independently pursue his
candidacy, should the board decide not to include the respondent on its slate.

     All of the respondent's previous 13D filings on P&F Industries are hereby
incorporated by reference.

ITEM 5.   Interest in Securities of the Issuer

     As of the close of business on February 24, 2010, respondent has sole
voting and dispositive power over 221,814 shares of P&F Industries, Inc.'s
common stock.  According to the company's latest Form 10-Q filing, as of
November 13, 2009, there were 3,614,562 common shares outstanding.  Respondent
is therefore deemed to own 6.1% of the company's common stock.  Transactions
effected by the respondent since January 28, 2010, were performed in ordinary
brokerage transactions, and are indicated as follows:

02/11/10  bought 950 shares @ $2.75
02/12/10  bought 300 shares @ $2.61

ITEM  6.  Contracts, Arrangements, Understandings or Relationships
          with Respect to Securities of the Issuer

Not Applicable

ITEM 7.  Material to be Filed as Exhibits

Nominating letter dated February 24, 2010 filed as Exhibit #1.


                                  SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date  02/25/10
Signature   Timothy J. Stabosz
Name/Title  Timothy J. Stabosz, Private Investor

EX-1

                              Timothy J. Stabosz
                              1307 Monroe Street
                              LaPorte, IN  46350




Joseph A. Molino
Corporate Secretary
P&F Industries, Inc.
445 Broadhollow Rd., Suite #100
Melville, NY  11747

February 24, 2010

Dear Mr. Molino:

As of today, I, Timothy John Stabosz, am a registered holder of 5000 shares
of the Class A common stock of P&F Industries, Inc. ("P&F").  Pursuant to
Article 3, Section 12 of P&F's bylaws, please be advised that at the next
meeting of stockholders at which directors will be elected, I intend to
nominate myself for election as a director.  Required information to be
provided about the nominator/nominee is as follows:

Timothy Stabosz (born March 24, 1968); 1307 Monroe Street, LaPorte, IN
46350.  Mr. Stabosz has been primarily engaged as a private investor since
1992.  Prior to 1992, he served as a financial examiner for the National
Credit Union Administration (NCUA).  From 2004-2007, he served as an elected
member of the Common Council of the City of LaPorte, Indiana.  From 2000 to
2008, he served as the treasurer of a LaPorte-based 501(c)(3) charitable
corporation engaged in furthering local historic preservation issues.

In addition to the 5000 registered shares, I also beneficially own 216,814
Class A common shares, all of which were acquired between July 15, 2008 and
February 12, 2010.

I intend to deliver a form of proxy to holders of at least the percentage of
voting power of all the shares of capital stock of the corporation
reasonably believed by me to be sufficient to elect myself to the board of
P&F.  While I do not currently intend to deliver a proxy statement to
holders of at least the percentage of voting power of all the shares of
capital stock of the corporation reasonably believed by me to be sufficient
to elect myself to the board of P&F, I reserve the right to do so.

I, the above listed nominee, by signing below, consent to being named in the
proxy statement, and to serve as a director of P&F, if elected.  There are
no arrangements or understandings between me, and any other entity, in
connection with my nomination, nor am I aware of any material conflicts of
interest that would prevent me from acting in the best interests of P&F.
(Article 3, Section 12(b)(2)(B through G) of the P&F bylaws do not apply.)

Please notify me immediately if you need any further information, or if you
should deem there to be any deficiencies in this form of notice, so that I
may cure them.

                                        Very truly yours,



                                        Timothy John Stabosz
                                        Private Investor