Investor Relations| P&F Industries' Subsidiary Green Manufacturing Sells Agricultural Division

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P&F Industries' Subsidiary Green Manufacturing Sells Agricultural Division

FARMINGDALE, N.Y., July 19, 2005, ? P&F Industries, Inc. (Nasdaq NM: PFIN) announced today that Green Manufacturing, Inc., a wholly-owned subsidiary of P&F, has entered into a definitive Asset Purchase Agreement dated July 14, 2005, with Benko Products, Inc. ("Benko"). Benko is a manufacturer of diverse industrial products and material handling equipment based in Sheffield Village, Ohio. Under this Agreement, Green sold certain of its assets comprising its Agricultural Division, including machinery and equipment, and received cash proceeds of $225,000 and two promissory notes aggregating $305,000 in principal at the closing. Green retained its accounts receivable of approximately $203,000, which it expects will be converted into cash in the coming months. Green and Benko also entered into an Inventory Purchase Agreement pursuant to which Green expects to sell, and Benko expects to purchase, certain inventory during the twelve months following the closing date. The aggregate purchase price payable under the IPA could be up to approximately $504,000. However, Benko has the obligation to return any inventory to Green that is not deemed purchased by Benko under the terms of the agreement at the end of its one year term. In addition, Benko assumed certain, but not all, of Green?s obligations and liabilities. As a result of this transaction, Green has essentially ceased all of its operating activities.

This transaction follows February?s sale of certain assets of Green?s Access Division to Benko for cash and a promissory note aggregating approximately $1.8 million. The two Benko transactions follow December 2004?s sale of certain assets of Green?s Hydraulic Cylinder Division to Rosenboom Machine and Tool, Inc. for cash and a promissory note aggregating approximately $4.3 million. The aggregate proceeds of approximately $6.6 million in cash and notes from the sale of Green?s assets for the three transactions combined excluded approximately $3.9 million in accounts receivables and inventories which have been, or are expected to be, substantially converted into cash over a period of twelve months or less from the respective transaction closing dates. In addition, Green may receive additional consideration based upon certain future sales by Benko and RMT, as defined in the respective agreements.

Richard Horowitz, president and chief executive officer of P&F, commented, "The sale of the Agricultural Division completes the final stage of the disposition of Green?s assets. Although we had previously considered combining this operation with Countrywide Hardware Inc., a wholly-owned subsidiary of P&F headquartered in Tampa, FL, it became apparent that our resources could be better utilized elsewhere. Overall, Green?s three businesses were no longer a strategic fit with the remainder of P&F?s operations and their combined earnings performance had not met our expectations. Proceeds from this transaction, the February Access transaction and the December 2004 Cylinder transaction have been, or are expected to be, principally used to pay down debt."

Unaudited revenues and operating earnings for the Agricultural Division were approximately $526,000 and $64,000, respectively, for the three-month period ended March 31, 2005, the Company?s last reported period.

Horowitz continued, "We are quite pleased with the outcome of these divestitures as they enable P&F management to focus on its other segments in order to add greater shareholder value.?

P&F Industries, Inc., through its three wholly-owned operating subsidiaries, Florida Pneumatic Manufacturing Corporation, Countrywide Hardware Inc. and Embassy Industries, Inc., manufactures and/or imports air-powered tools, various residential hardware such as staircase components, kitchen, bath and fencing hardware, as well as door and window hardware, and baseboard and radiant heating products. P&F?s products are sold under their own trademarks, as well as under the private labels of major manufacturers and retailers.

This is a Safe-Harbor Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including those related to the Company?s future performance, and those contained in the comments of management, are based upon the Company?s historical performance and on current plans, estimates and expectations, which are subject to various risks and uncertainties, including, but not limited to, the impact of competition, product demand and pricing, and those described in the reports and statements filed by the Company with the Securities and Exchange Commission, including, among others, those described in the Company?s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. These risks could cause the Company?s actual results for the 2005 fiscal year and beyond to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

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