Item 1.01. Entry into a Material Definitive Agreement.

On January 15, 2009, P & F Industries, Inc. (the "Registrant"), and its subsidiaries, Florida Pneumatic Manufacturing Corporation ("Florida Pneumatic"), Embassy Industries, Inc. ("Embassy"), Green Manufacturing, Inc. ("Green"), Countrywide Hardware, Inc. ("Countrywide"), Nationwide Industries, Inc. ("Nationwide"), Woodmark International, L.P. ("Woodmark"), Pacific Stair Products, Inc. ("Pacific"), WILP Holdings, Inc. ("WILP"), Continental Tool Group, Inc. ("Continental") and Hy-Tech Machine, Inc. ("Hy-Tech", and collectively with the Registrant, Florida Pneumatic, Embassy, Green, Countrywide, Nationwide, Woodmark, Pacific, WILP and Continental, the "Co-Borrowers"), Citibank, N.A. and HSBC Bank USA, National Association (collectively, the "Lenders") and Citibank, N.A., as Administrative Agent for the Lenders, entered into an amendment (the "Amendment") to the Credit Agreement, dated as of June 30, 2004, by and among the Co-Borrowers, the Lenders and the Administrative Agent, as previously amended (the "Credit Agreement"). The Amendment extends the maturity date of the revolving loan commitment under the Credit Agreement from January 15, 2009 to February 17, 2009, revises certain covenants and fixes the interest rate margins (a) with respect to revolving credit loans under the Credit Agreement at 2.00% over the prime interest rate for prime rate loans and 3.50% over LIBOR for LIBOR loans and (b) with respect to term loans and equipment loans under the Credit Agreement at 2.00% over the prime interest rate for prime rate loans and 3.75% over LIBOR for LIBOR loans.

The foregoing summary of the Amendment is qualified in its entirety by the terms and provisions of the Amendment, 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 Amendment No. 15 to Credit Agreement, dated as of January 15, 2009, by and among P & F Industries, Inc., Florida Pneumatic Manufacturing Corporation, Embassy Industries, Inc., Green Manufacturing, Inc., Countrywide Hardware, Inc., Nationwide Industries, Inc., Woodmark International, L.P., Pacific Stair Products, Inc., WILP Holdings, Inc., Continental Tool Group, Inc. and Hy-Tech Machine, Inc. as Co-Borrowers, Citibank, N.A. and HSBC Bank USA, National Association as Lenders, and Citibank, N.A., as Administrative Agent for the Lenders.

---