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                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 10-K/A
                               (AMENDMENT NO. 1)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the fiscal year ended December 31, 1998

                         Commission file number 1-5332

                             P&F INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

           Delaware                                       22-1657413
 (State or other jurisdiction                          (I.R.S. Employer
       of incorporation)                              Identification No.)

            300 Smith Street
          Farmingdale, New York                               11735
(Address of principal executive offices)                    (Zip Code)

      Registrant's telephone number, including area code: (516) 694-1800

         Securities registered pursuant to Section 12 (b) of the Act:

                                                   Name of each exchange
 Title of each class                                on which registered
---------------------                              ---------------------
        NONE                                                NONE

         Securities registered pursuant to Section 12 (g) of the Act:

                     CLASS A COMMON STOCK, $1.00 PAR VALUE
                               (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES |X| NO |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. |_|

The aggregate market value of voting stock held by non-affiliates of the
Registrant, based on the last sale price on March 25, 1999, was approximately
$20,413,283.

                      Documents Incorporated By Reference

Part III incorporates by reference information from the Registrant's
definitive Proxy Statement for the 1998 Annual Meeting of Stockholders.

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P&F Industries, Inc. (the "Registrant") hereby amends, in accordance with Rule
12b-15 of the Securities Exchange Act of 1934, its Annual Report on Form 10-K
for the year ended December 31, 1998, in order to revise Item 14, add an
exhibit list and file certain exhibits pursuant to Item 14.


                                    Part IV


Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

                                                                           PAGE
                                                                           ----
    (a)  Financial statements and financial statement schedules

         (1) The consolidated financial statements of the Registrant
         as set forth under Item 8 are filed as part of this report.

         (2) The following consolidated financial statement schedule
         for the three years ended December 31, 1998, 1997 and 1996
         is filed as part of this report:

         Schedule II - Valuation and Qualifying Accounts                    44

         All other schedules are omitted because they are not required,
are not applicable, or the required information is otherwise shown in
the financial statements or notes thereto.

         (3) Exhibits: See index immediately following the signature
         page.

    (b)  Reports on Form 8-K

         A report on Form 8-K/A was filed by the Registrant on December 18,
1998 regarding the acquisition of Green Manufacturing, Inc. The date of the
related Form 8-K was September 16, 1998.

                                   SIGNATURE

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



                                  P & F INDUSTRIES, INC.
                                  (Registrant)

                                   By: /s/ RICHARD A. HOROWITZ
                                       -----------------------
                                   Richard A. Horowitz
                                   Chairman of the Board
                                   President
                                   Principal Executive Officer
                                   Principal Operating Officer




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                                 EXHIBIT INDEX
Exhibit
No.
-------

2.1      Asset Purchase Agreement, dated as of September 16, 1998, by and
         between Green Manufacturing, Inc., an Ohio corporation, and the
         Registrant (Incorporated by reference to Exhibit 2.1 of the
         Registrant's Current Report on Form 8-K dated September 16, 1998).
         Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant agrees
         to furnish supplementally a copy of any exhibit or schedule omitted
         from the Asset Purchase Agreement to the Commission upon request.

3.1      Restated Certificate of Incorporation of the Registrant (Incorporated
         by reference to Exhibit 3A to the Registrant's Registration Statement
         on Form S-8 (File No. 33-31186) filed on September 20, 1989).

3.2      By-laws of the Registrant.

4.1      Rights Agreement, dated as of August 23, 1994, between the Registrant
         and American Stock Transfer & Trust Company, as Rights Agent
         (Incorporated by reference to Exhibit 1 of the Registrant's
         Registration Statement on Form 8-A dated August 24, 1994).

4.2      Amendment to Rights Agreement, dated as of April 11, 1997, between
         the Registrant and American Stock Transfer & Trust Company, as Rights
         Agent (Incorporated by reference to Exhibit 4.1 of the Registrant's
         Current Report on Form 8-K dated April 11, 1997).

4.3      Credit Agreement, dated as of July 23, 1998, by and among the
         Registrant, Florida Pneumatic Manufacturing Corporation, a Florida
         corporation, Embassy Industries, Inc., a New York corporation, and
         European American Bank, a New York banking corporation.

4.4      Amendment No. 1 to Credit Agreement, dated as of September 16, 1998,
         by and among the Registrant, Florida Pneumatic Manufacturing
         Corporation, a Florida corporation, Embassy Industries, Inc., a New
         York corporation, Green Manufacturing, Inc., a Delaware corporation,
         and European American Bank, a New York banking corporation.

4.5      Certain instruments defining the rights of holders of the long-term
         debt securities of the Registrant are omitted pursuant to Section
         (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Registrant agrees
         to furnish supplementally copies of these instruments to the
         Commission upon request.

10.1     Amended and Restated Employment Agreement, dated as of May 28, 1997,
         between the Registrant and Richard A. Horowitz.

10.2     Consulting Agreement, effective as of November 1, 1998, between the
         Registrant and Sidney Horowitz.

10.3     1992 Incentive Stock Option Plan of the Registrant, as amended and
         restated as of March 13, 1997.

21       Subsidiaries of the Registrant.

23       Consent of BDO Seidman, LLP.

27       Financial Data Schedules.

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