Item 8.01. Other Events

On October 27, 2009, P & F Industries, Inc. (the "Company") issued a press release (the "Press Release") announcing that it received a letter from The NASDAQ Stock Market advising the Company that it had regained compliance with NASDAQ's Marketplace Rule 5450(b)(1)(C) (previously known as Market Place Rule 4450(a)(2)) which requires companies listed on The Nasdaq Global Market to maintain a minimum market value of publicly held shares of $5 million. The Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release, dated October 27, 2009, issued by P & F Industries, Inc.

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