Item 2.02. Results of Operations and Financial Condition.

On August 18, 2009, P & F Industries, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the three- and six-month periods ended June 30, 2009 and on August 19, 2009 issued a subsequent press release (the "Revised Press Release") correcting a typographical error in the "Cost of sales" line items for the three-month period ended June 30, 2009 in a financial table contained in the Press Release. The "Consolidated Condensed Statement of Earnings of P&F Industries, Inc. and Subsidiaries" in the Revised Press Release replaces such table in its entirety. A copy of the Press Release and the Revised Press Release are furnished as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, and are incorporated herein by reference.

The information in the Press Release and the Revised Press Release are being furnished, not filed, pursuant to this Item 2.02. Accordingly, the information in the Press Release and the Revised Press Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Report is not intended to, and does not, constitute a determination or admission by the Company that the information in this Report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits: 99.1 Press Release, dated August 18, 2009, issued by the Company (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated August 18, 2009). 99.2 Press Release, dated August 19, 2009, issued by the Company (Furnished herewith).

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