UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): October 8, 2004


                             P & F INDUSTRIES, INC.
               (Exact Name of Registrant as Specified in Charter)


          Delaware                  1-5332                     22-1657413
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(State or Other Jurisdiction    (Commission File No.)     (IRS Employer
of Incorporation                                          Identification Number)


                  300 Smith Street, Farmingdale, New York 11735
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               (Address of Principal Executive Offices) (Zip Code)


        Registrant's telephone number, including area code: 631-694-1800
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Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

          ____ Written communications  pursuant to Rule 425 under the Securities
               Act (17 CFR 230.425)

          ____ Soliciting  material  pursuant to Rule 14a-12  under the Exchange
               Act (17 CFR 240.14a-12)

          ____ Pre-commencement  communications  pursuant to Rule 14d-2(b) under
               the Exchange Act (17CFR 240.14d-2(b))

          ____ Pre-commencement  communications  pursuant to Rule 13e-4(c) under
               the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01   Other Events.

     On October 8, 2004, P & F Industries,  Inc. (the "Company")  issued a press
release (the "Press Release") announcing,  among other things, that its Board of
Directors  had  authorized  the  repurchase  of an  additional  125,591  shares,
increasing  the total share  repurchase  authorization  to an aggregate of up to
150,000  shares of Class A Common  Stock,  and that the Board of  Directors  had
extended  the time  during  which P & F may  purchase  shares  under  its  share
repurchase  program to September 30, 2005. The Press Release is attached  hereto
as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits.

       (c)  Exhibits.

            99.1    Press  Release,  dated  October  8,  2004,  issued  by P & F
                    Industries, Inc.





                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                    P & F INDUSTRIES, INC.


Date:  October 8, 2004                              /s/ Joseph A. Molino, Jr.
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                                                    Joseph A. Molino, Jr.
                                                    Vice President and
                                                    Chief Financial Officer