EXHIBIT3.2  P&F INDUSTRIES, INC.  AMENDED BY-LAWS OF P&F INDUSTRIES, INC.  ARTICLE I.  OFFICES  SECTION 1.Principal Office. The registered office of
P&F Industries, Inc. (the corporation) shall be located in such place as
may be provided from time to time in the Certificate of Incorporation.  SECTION 2.Other Offices.  The corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors may from time to time determine or as the business of the corporation
may require.  ARTICLE II.  STOCKHOLDERS  SECTION 1.Annual Meetings. The annual meeting of the
stockholders of the corporation shall be held at such place, within or without
the State of Delaware, on such date and at such time as may be determined by
the board of directors and as shall be designated in the notice of said
meeting.  SECTION 2.Special Meetings. Special meetings of the
stockholders for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be held at any place,
within or without the State of Delaware, and may be called by resolution of the
board of directors, or by the Chairman or the President.  SECTION 3.Notice and Purpose of Meetings. Written or printed notice
of the meeting stating the place, day and hour of the meeting and, in case of a
special meeting, stating the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than sixty days before
the date of the meeting, either personally or by mail, by or at the direction
of the Chairman or the President to each stockholder of record entitled to vote
at such meeting.  SECTION 4.Quorum. The holders of a majority
of the shares of capital stock issued and outstanding and entitled to vote,
represented in person or by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business, except as otherwise provided
by statute or by the Certificate of Incorporation. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.  SECTION 5.Order of Business. At each meeting of the
stockholders, the Chairman of the Board, or,  1


in the
absence of the Chairman of the Board, the President, shall act as
chairman.  The order of business at each
meeting shall be as determined by the chairman of the meeting. The chairman of
the meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts and things as are necessary
or desirable for the proper conduct of the meeting, including, without limitation,
the establishment of procedures for the maintenance of order and safety,
limitations on the time allotted to questions or comments on the affairs of the
corporation, restrictions on entry to such meeting after the time prescribed
for the commencement thereof, and the opening and closing of the voting polls.  At
any annual meeting of stockholders, only such business shall be conducted as
shall have been brought before the annual meeting (i) by or at the direction of
the chairman of the meeting or (ii) by any stockholder who complies with the
procedures set forth in this Section 5.  For
business properly to be brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in proper written form to the
Secretary of the corporation. To be timely, a stockholders notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not more than 180 days nor less than 120 days in advance of the
date of the corporations proxy statement released to stockholders in
connection with the previous years annual meeting. To be in proper form, a
stockholders notice to the Secretary shall set forth in writing as to each
matter the stockholder proposes to bring the annual meeting the following
information: (i) a description of the business desired to be brought before the
annual meeting, consisting of 500 or fewer words conforming to the requirements
of Schedule 14A of the Regulations of the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the Regulations);
(ii) the reasons for conducting such business at the annual meeting; (iii) the
name and address, as they appear on the corporations books, of the stockholder
proposing such business; (iv) the class and number of shares of the corporations
capital stock which are beneficially owned by the stockholder and the length of
the time during which the stockholder beneficially owned such shares; and (v)
any material interest of the stockholder in such business.  Notwithstanding anything in these by-laws to
the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 5. The chairman
of an annual meeting shall, if the facts warrant, determine and declare to the
annual meeting that business was not properly brought before the annual meeting
in accordance with the provisions of this Section 5 and, if he should so
determine, he shall so declare to the annual meeting and any such business not
properly brought before the annual meeting shall not be transacted.  SECTION 6.Voting Process. If a quorum is present or
represented the affirmative vote of a majority of the shares of stock present
or represented at the meeting shall be the act of the stockholders unless the
vote of a greater number of shares of stock is required by law, by the
Certificate of Incorporation or by these by-laws. Each outstanding share of
stock having voting power, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders. A shareholder may vote either
in person or by proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. The term, validity and enforceability of any proxy
shall be determined in accordance with the General Corporation Law of the State
of Delaware.  ARTICLE III.  DIRECTORS  SECTION 1.Powers, Number, Qualification and
Term. The property, affairs and business of the corporation shall be
managed by its board of directors, consisting of five persons. At the annual
meeting held in 1976, directors shall be elected in three classes as nearly
equal in number as may be.  The terms of
office of the first class shall expire at the annual meeting in 1977, and of
the second and third classes at the annual meetings in 1978 and 1979
respectively. At each annual election held after 1976, directors  2


shall
be elected for three year terms to succeed those whose terms then expire. If a
vacancy shall occur in any class the director elected to fill that vacancy
shall be elected for the remaining term of that class. The directors shall have
power at any time when a stockholders meeting is not in session to increase or
decrease their own number by an amendment to these By-Laws. If the number of
directors be increased, the additional directors shall be elected for such
terms as shall maintain equality in the annual classes, as nearly as may be.
Vacancies created by an amendment increasing the number of directors may be
filled like other vacancies by a majority of the directors in office at the
time. If the number of directors be reduced, the terms of the directors
remaining in office need not be changed, but the terms of the directors elected
to succeed them shall be changed to the extent necessary to maintain equality
in the annual classes as nearly as may be. The number of directors shall never
be less than three. Directors need not be stockholders.  SECTION 2.Quorum. A majority of the members
of the board of directors then acting at a meeting duly assembled shall
constitute a quorum for the transaction of business, unless a greater number is
required by law, by the Certificate of Incorporation or by these by-laws. If a
quorum shall not be present at any meeting of directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.  SECTION 3.Vacancies. In case one or more
vacancies shall occur in the board of directors by reason of death, resignation
or otherwise, except insofar as otherwise provided in the case of a vacancy or
vacancies occurring by reason of removal by the stockholders, the remaining
directors, although less than a quorum, may, by a majority vote, elect a
successor or successors for the unexpired term or terms.  SECTION 4.Place of Meetings. Meetings of the board of
directors, regular or special, may be held either within or without the State
of Delaware.  SECTION 5.First Meeting.
The first meeting of each newly elected board of directors shall be held
immediately following and at the place of the annual meeting of stockholders
and no other notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall
be present, or it may convene at such place and time as shall be fixed by the
consent in writing or the attendance of all the directors.  SECTION 6.Regular Meetings.
Regular meetings of the board of directors may be held upon such notice, or
without notice, and at such time and at such place as shall from time to time
be determined by the board.  SECTION 7.Special Meetings.
Special meetings of the board of directors may be called by the Chairman or the
President or by the number of directors who then legally constitute a quorum.
Notice of each special meeting shall, if mailed, be addressed to each director
at his last known address at least four (4) days prior to the date on which the
meeting is to be held; or such notice shall be sent to each director at such
address by telegram, telex, or facsimile, or be delivered to him personally,
not later than one full day before the date on which such meeting is to be
held.  SECTION 8.Notice; Waiver.
Attendance of a director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.  SECTION 9.Action Without a
Meeting. Any action required or permitted to be taken at a meeting of  3


the directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof. In addition,
meetings of the board may be held by means of conference telephone as permitted
by the General Corporation Law of the State of Delaware.  SECTION 10.Action. Except as
otherwise provided by law or in the Certificate of Incorporation or these by-laws,
if a quorum is present the affirmative vote of a majority of the members of the
board of directors present will be required for any action.  SECTION 11.Removal of Directors.
Subject to any contrary provisions of law, a director may be removed only for
cause, either by affirmative vote of the holders of a majority of the
outstanding shares of stock entitled to vote for the election of directors or
by affirmative vote of at least two thirds of the remaining members of the
board. A finding of cause shall be made only upon notice to the director to be
removed and opportunity to respond to evidence that the director is unfit to
serve.  SECTION 12.Nominations. Subject
to the rights of the holders of any class or series of stock having a
preference over the Class A common stock as to dividends or upon liquidation,
nominations for the election of directors may be made by the board of directors
or by any stockholder entitled to vote for the election of directors.  Any stockholder entitled to vote for the election
of directors at a meeting may nominate persons for election as directors only
if written notice of such stockholders intent to make such nomination is
given, either by personal delivery or by United States mail, postage prepaid,
to the Secretary of the corporation not later than (i) with respect to an
election to be held at an annual meeting of stockholders, not more than 180 nor
less than 120 days in advance of the date of the corporations proxy statement
released to stockholders in connection with the previous years annual meeting;
and (ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the
seventh day following the date on which notice of such meeting is first given
to stockholders.  Each such notice shall
set forth: (a) the name and address as they appear in the corporations books
of the stockholder who intends to make the nomination; (b) the name and address
of the person or persons to be nominated; (c) a representation of the
stockholder listing the class and number of shares of stock of the corporation
beneficially held by him or her and that he or she intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in the
notice; (d) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (e) such other information regarding each nominee
proposed by such stockholder as would have been required to be included in a
proxy statement filed pursuant to Schedule 14A of the Regulations had each
nominee been nominated, or intended to be nominated, by the board of directors;
and (f) the consent of each nominee to serve as a director of the corporation
if so elected.  The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.  ARTICLE IV.  COMMITTEES  SECTION 1.Committees. The
Board may, by resolution adopted by a majority of the whole Board, designate
one or more committees, each of which shall, except as otherwise prescribed by
law, have such authority of the Board as shall be specified in the resolution
of the Board designating such committee. A majority of all the members of such
committee may determine its action and fix the time and place of its meeting,
unless the Board shall otherwise provide. The Board shall have the power at any
time to change the membership of, to fill all vacancies in and to discharge any
such committee, either with or without  4


cause.  SECTION 2.Procedure; Meetings;
Quorum. Regular meetings of the committees of the Board, of which no notice
shall be necessary, may be held at such times and places as shall be fixed by
resolution adopted by a majority of the members thereof. Special meetings of
the committees of the Board shall be called at the request of the Chairman or a
majority of members thereof. So far as applicable, the provisions of Article III
of these By-laws relating to notice, quorum and voting requirements applicable
to meetings of the Board shall govern meetings of the committees of the
Board.  Each committee of the Board shall
keep written minutes of its proceedings and circulate summaries of such written
minutes to the Board before or at the next meeting of the Board.  ARTICLE V.  OFFICERS  SECTION 1.Number. The
board of directors at its first meeting after each annual meeting of
stockholders shall choose a Chairman, a President, a Secretary and a Treasurer,
none of whom need be a member of the board. The board of directors may also
choose one or more Executive Vice Presidents, one or more vice presidents,
assistant secretaries and assistant treasurers. The board of directors may
appoint such other officers and agents as it shall deem necessary, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the board of directors.
Two or more offices may be held by the same person.  SECTION 2.Compensation.
The salaries or other compensation of all officers of the corporation shall be
fixed by the board of directors. No officer shall be prevented from receiving a
salary or other compensation by reason of the fact that he is also a director.  SECTION 3.Term; Removal;
Vacancy. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer may be removed at any time, with
or without cause, by the Affirmative vote of a majority of the whole board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.  SECTION 4.Chairman. The
Chairman shall, if one be elected, preside at all meetings of the board of
directors and shall be the chief executive officer of the corporation.  SECTION 5.President. The
President shall be the chief operating officer of the corporation, shall
preside at all meetings of the stockholders and the board of directors in the
absence of the Chairman, shall have general supervision over the business of
the corporation and shall see that all directions and resolutions of the board
of directors are carried into affect.  SECTION 6.Executive Vice
President. The Executive Vice President shall, in the absence or disability
of the President, perform the duties and exercise the powers of the President
and shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe. If there shall be more than one
Executive Vice President, the Executive Vice Presidents shall perform such
duties and exercise such powers in the absence or disability of the President,
in the order determined by the board of directors. The vice presidents shall in
the absence or disability of the President and of the Executive Vice
Presidents, perform the duties and exercise the powers of the President and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe. If there shall be more than one vice
president, the vice presidents shall perform such duties and exercise such
powers in the absence or disability of the President and of the  5


Executive Vice President, in the order determined by the board of
directors.  SECTION 7.Secretary. The
Secretary shall attend all meetings of the board of directors and all meetings
of the stockholders and record all the proceedings of the meetings of the
corporation and of the board of directors in a book to be kept for that
purpose.  He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or President, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or an
assistant secretary, shall have the authority to affix the same to an
instrument requiring it and when so affixed, it may be attested by his
signature or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.  SECTION 8.Assistant Secretary. The assistant secretary,
if there shall be one, or if there shall be more than one, the assistant
secretaries in the order determined by the board of directors, shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such
powers as the board of directors may from time to time prescribe.  SECTION 9.Treasurer. The
Treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories
as may be designated by the board of directors. He shall disburse the funds of
the corporation as may be ordered by the board of directors, taking proper
vouchers for such disbursements, and shall render to the Chairman, the
President and the board of directors, at its regular meetings, or when the
board of directors so requires, an account of all of his transactions as
Treasurer and of the financial condition of the corporation.  SECTION 10.Assistant Treasurer.
The assistant treasurer, if there shall be one, or, if there shall be more than
one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.  ARTICLE VI.  CAPITAL
STOCK  SECTION 1.Form. The shares of the capital
stock of the corporation shall be represented by certificates in such form as
shall be approved by the board of directors and shall be signed by the
Chairman, the President, an Executive Vice President or a vice president, and
by the Treasurer or an assistant treasurer or the Secretary or an assistant
secretary of the corporation manually or by facsimile, and may be sealed with
the seal of the corporation or a facsimile thereof.  SECTION 2.Lost and Destroyed
Certificates. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation
alleged to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as
it deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or  6


destroyed.  SECTION 3.Transfer of Shares.
Upon surrender to the corporation or the transfer agent of the corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto, and the old certificate cancelled and
the transaction recorded upon the books of the corporation.  ARTICLE VII.  INDEMNIFICATION  SECTION 1.(a) The corporation shall
indemnify, subject to the requirements of subsection (d) of this Section,
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests, of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo  contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.  (b)The corporation shall indemnify, subject to
the requirements of subsection (d) of this Section, any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery of the State of Delaware or such other court shall
deem proper.  (c)To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of this Section, or in defense of any claim, issue or
matter therein, the corporation shall indemnify him against expenses (including
attorneys fees) actually and reasonably incurred by him in connection
therewith.  (d)Any indemnification under subsections (a) and
(b) of this Section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the  7


circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this Section. Such determination shall be made (1) by the board
of directors by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.  (e)Expenses incurred by a director, officer,
employee or agent in defending a civil or criminal action, suit or proceeding
may be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Section. Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the board of
directors deems appropriate.  (f)The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this Section shall
not limit the corporation from providing any other indemnification or
advancement of expenses permitted by law nor shall they be deemed exclusive of
any other rights to which a person seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.  (g)The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Section.  (h)For the purposes of this Section, references
to the corporation shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, employees or agents, so that any person who in or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.  (i)For purposes of this Section, references to other
enterprises shall include employee benefit plans; references to fines shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to serving at the request of the corporation shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interests of the corporation as referred to in
this Section.  (j)The indemnification and advancement of
expenses provided by, or granted pursuant to, this Section shall, unless
otherwise provided when authorized or ratified by the board of directors,
continue as to a person who has ceased to be a director, officer, employee or
agent of the corporation and shall inure to the benefit of the heirs executors
and administrators of such a person.  (k)For purposes of this Article the term corporation
shall include wholly-owned subsidiaries of the corporation.  8


ARTICLE VIII.  GENERAL
PROVISIONS  SECTION 1.Checks. All checks or demands for
money and notes of the corporation shall be signed by such officer or officers
or such other person or persons as the board of directors may from time to time
designate.  SECTION 2.Fiscal Year. The
fiscal year of the corporation shall be determined, and may be changed, by
resolution of the board of directors.  SECTION 3.Seal. The
corporate seal shall have inscribed thereon the name of the corporation, the
year of its organization and the words Corporate Seal, Delaware. The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or in
any manner reproduced.  ARTICLE IX.  AMENDMENTS  SECTION 1.These by-laws may be altered,
amended, supplemented or repealed or new by-laws may be adopted by a resolution
adopted by a majority of the whole board of directors at any regular or special
meeting of the board.  Adopted
by the Board of Directors of P&F Industries, Inc. on September 23,
1999.  9