Exhibit 3.2

                                    AMENDMENT
                                     TO THE
                                 AMENDED BY-LAWS
                                       OF
                              P&F INDUSTRIES, INC.

                                   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 ten persons. The directors 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 the 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 practicable. 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 that 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 practicable. The number of directors shall never be less than three.
Directors need not be stockholders.