On March 27, 2008, Grant Thornton LLP (“Grant Thornton”) informed the Audit Committee of the Board of Directors of P&F Industries, Inc. (the “Registrant”) that it was resigning as the Registrant’s independent registered public accounting firm effective as of the date of the completion of Grant Thornton’s review of the Registrant’s interim financial information in connection with the Registrant’s fiscal quarter ended March 31, 2008.

Grant Thornton’s report on the Registrant’s consolidated financial statements for the fiscal years ended December 31, 2007 and 2006 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2007 and 2006, and during the period from January 1, 2008 through the date of the filing of this Current Report on Form 8-K (this “Form 8-K”), there have been no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement if not resolved to the satisfaction of Grant Thornton, would have caused them to make reference to the subject matter of the disagreement(s) in connection with their report.

During the fiscal years ended December 31, 2007 and 2006, and during the period from January 1, 2008 through the date of the filing of this Form 8-K, Grant Thornton did not advise the Registrant of any matter set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K under the Securities Exchange Act of 1934.

The Registrant requested that Grant Thornton furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of Grant Thornton’s letter is filed as Exhibit 16.1 to this Form 8-K.