Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2008, P&F Industries, Inc. and Richard A. Horowitz, its Chairman, President and Chief Executive Officer, entered into an amended and restated executive employment agreement (the "Amended and Restated Agreement"). The Amended and Restated Agreement made certain technical changes to the existing employment agreement between such parties, dated February 12, 2007 (the "Original Agreement"), in order to bring the Original Agreement into compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder.

The foregoing summary of the Amended and Restated Agreement is qualified in its entirety by the terms and provisions of the Amended and Restated Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

10.1 Amended and Restated Executive Employment Agreement, dated December 19, 2008, between P&F Industries, Inc. and Richard A. Horowitz.

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