SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                   ------------------------------------


                              FORM 10-QSB
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
         OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001, or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
         THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from _____________ to __________________

                    ------------------------------------


                       Commission file number 0-15932

                            BF ENTERPRISES, INC.
   (Exact name of small business issuer as specified in its charter)

            DELAWARE                                        94-3038456
 (State or other jurisdiction                              (I.R.S. Employer
  of incorporation or organization)                         Identification No.)
        100 Bush Street
          Suite 1250
  San Francisco, California 94104
(Address of principal executive offices)

         Issuer's telephone number, including area code (415) 989-6580

                    ------------------------------------


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 the number of shares outstanding of each of the issuer's classes of
common stock as of May 7, 2001:

            3,420,539 shares of $.10 par value Common Stock





<PAGE>





                        BF ENTERPRISES, INC. AND SUBSIDIARIES

                                    I N D E X
                                                                           Page
                                                                           ----


PART I       FINANCIAL INFORMATION

  Item 1.    Financial Statements

             -   Consolidated balance sheets ................................3

             -   Consolidated statements of income...........................4

             -   Consolidated statements of stockholders' equity ............5

             -   Consolidated statements of cash flows ......................6

             -   Notes to financial statements ..............................7

   Item 2.    Management's Discussion and Analysis of Financial Condition
              and Results of Operations ....................................10



PART II       OTHER INFORMATION

   Item 1.    Legal Proceedings ............................................13

   Item 6.    Exhibits and Reports on Form 8-K .............................13












                                     2

<PAGE>




                      PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements.

                      BF ENTERPRISES, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                March 31,           December 31,
                                                                  2001                 2000
                                                                  ----                 ----

<S>                                                         <C>                 <C>

ASSETS:
   Cash and cash equivalents                                   $  3,745               $ 4,028
   Marketable securities, at market value                         1,494                 1,307
   Receivables                                                      105                   256
   Real estate rental property, net of depreciation               2,152                 2,165
   Real estate inventory held for current sale
     and land held for future development                        17,416                16,843
   Lease contract receivable                                        596                   613
   Investment in partnership                                        824                   912
   Deferred tax assets                                              430                   205
   Other assets                                                     315                   307
                                                                    ---                   ---
TOTAL ASSETS                                                   $ 27,077              $ 26,636
                                                               ========              ========

LIABILITIES AND STOCKHOLDERS' EQUITY:
   Payables and accrued liabilities                           $     541             $     680
   Deferred income taxes                                            412                    --

   Stockholders' equity:
     Common stock, $.10 par value
      Authorized - 10,000,000 shares
      Issued and outstanding -
        3,420,539 and 3,434,839 shares                              342                   343
   Capital surplus                                               14,131                14,256
   Retained earnings                                             11,425                10,937
     Accumulated other comprehensive income                         226                   420
                                                                    ---                   ---
   Total stockholders' equity                                    26,124                25,956
                                                                 ------                ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 27,077              $ 26,636
                                                               ========              ========
</TABLE>


       The accompanying notes to financial statements are an integral
                         part of these statements.



                                    3

<PAGE>



                  BF ENTERPRISES, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                 (in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                       ---------
                                                                 2001               2000
                                                                 ----               ----
<S>                                                      <C>                  <C>

Revenues:
  Real estate sales                                             $ 925              $ 801
  Real estate rental income                                       454                457
  Interest and dividends                                           62                 54
  Other                                                            --                  9
                                                                -----              -----
                                                                1,441              1,321
                                                                -----              -----
Costs and Expenses:
  Cost of real estate sold                                        235                197
  Depreciation and amortization                                    24                 24
  General and administrative                                      419                470
                                                                  ---                ---
                                                                  678                691
Income before income taxes                                        763                630
Provision for income taxes                                        275                 --
                                                                 ----               ----
Net income                                                     $  488             $  630
                                                               ======             ======
Net income per share:
   Basic                                                      $   .14            $   .18
                                                              =======            =======
   Diluted                                                    $   .13            $   .17
                                                              =======            =======
Average shares used in computing basic
     net income per share                                       3,426              3,448
Average shares and equivalents used in computing
     diluted net income per share                               3,810              3,739
</TABLE>


            The accompanying notes to financial statements are an
                       integral part of these statements.




                                        4

<PAGE>



                    BF ENTERPRISES, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
                               (in thousands)

<TABLE>
<CAPTION>

                                                                       Three Months Ended
                                                                            March 31,
                                                                            ---------
                                                                    2001              2000
                                                                    ----              ----
<S>                                                         <C>                 <C>

Common stock:
  Balance at beginning of period                                 $   343           $   345
  Purchases of common stock - par value                               (1)               --
                                                                    ----             -----
  Balance at end of period                                       $   342           $   345
                                                                 =======           =======
Capital surplus:
  Balance at beginning of period                                $ 14,256          $ 14,376
  Purchases of common stock - excess over par value                 (125)              (18)
                                                                   -----              ----
  Balance at end of period                                      $ 14,131          $ 14,358
                                                                ========          ========
Retained earnings:
  Balance at beginning of period                                $ 10,937           $ 9,215
  Net income                                                         488               630
                                                                     ---               ---
  Balance at end of period                                      $ 11,425           $ 9,845
                                                                ========           =======
Accumulated other comprehensive income:
  Balance at beginning of period                                $    420           $   223
  Unrealized gains (losses) from marketable equity
   securities, net of income taxes                                  (194)              204
                                                                    ----               ---
  Balance at end of period                                      $    226           $   427
                                                                ========           =======
Accumulated comprehensive income:
  Balance at beginning of period                                $ 11,357           $ 9,438
  Net income                                                         488          $    630
  Unrealized gains (losses) from marketable equity
   securities, net of income taxes                                  (194)              204
                                                                    ----               ---
  Comprehensive income for period                                    294               834
                                                                     ---               ---
  Balance at end of period                                      $ 11,651           $10,272
                                                                ========           =======

</TABLE>


             The accompanying notes to financial statements are an
                       integral part of these statements.





                                        5

<PAGE>



                       BF ENTERPRISES, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                               (in thousands)

<TABLE>
<CAPTION>

                                                                          Three Months Ended
                                                                               March 31,
                                                                               ---------
                                                                         2001            2000
                                                                         ----            ----

<S>                                                           <C>                  <C>

Cash flows from operating activities:
 Net income                                                        $      488        $    630
Adjustments to reconcile net income to net cash provided
 by operating activities:
 Gains from sales of real estate                                         (690)           (604)
 Provision for deferred income taxes                                      275              --
 Net cash proceeds from sales of real estate                              674             686
 Real estate development costs                                           (976)           (282)
 Reimbursement of real estate development costs                           419             457
 Changes in certain assets and liabilities:
   Decrease (increase) in receivables                                     151             (46)
   Decrease in lease contract receivable                                   17              14
   Increase in deferred tax assets                                       (225)             (2)
   Decrease in payables and accrued liabilities                          (105)           (201)
   Other, net                                                               5              17
                                                                         ----            ----
   Total adjustments to net income                                       (455)             39
                                                                         ----             ---
   Net cash provided by operating activities                               33             669
                                                                         ----             ---

Cash flows from investing activities:
 Purchases of marketable securities                                      (244)            (99)
 Investment in partnership, net                                            88            (268)
 Other                                                                     --               5
                                                                        -----           -----
   Net cash used by investing activities                                 (156)           (362)
                                                                         ----            ----

Cash flows from financing activities:
 Reductions in subordinated debentures included in
    payables and accrued liabilities                                      (34)            (77)
 Purchases of the Company's common stock                                 (126)            (18)
                                                                         ----             ---
   Net cash used by financing activities                                 (160)            (95)
                                                                         ----             ---

Net increase (decrease) in cash and cash equivalents                     (283)            212
Cash and cash equivalents at beginning of period                        4,028           3,575
                                                                        -----           -----
Cash and cash equivalents at end of period                           $  3,745        $  3,787
                                                                     ========        ========
Supplemental disclosures of cash flow information:
 Cash paid during the period for federal and state income taxes       $   244        $     --

</TABLE>


   The accompanying notes to financial statements are an integral
                    part of these statements.




                                  6

<PAGE>




                   BF ENTERPRISES, INC. AND SUBSIDIARIES
                 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note A - Interim Financial Information

The accompanying consolidated financial statements of BF Enterprises, Inc. (the
"Company") and its subsidiaries have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC") and, in
management's opinion, include all adjustments necessary for a fair presentation
for the interim period reported. Certain information and note disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to SEC rules or regulations. It is suggested that these financial statements be
read in conjunction with the financial statements and the notes thereto included
in the Company's Form 10-KSB for the year ended December 31, 2000 and in the
Company's Form 10-QSB for the quarterly period ended March 31, 2000.

Note B - Earnings Per Share

Earnings per share data for the periods reported have been computed as follows:
<TABLE>
<CAPTION>

                                                                              Three Months Ended
                                                                                   March 31,
                                                                                   ---------

                                                                           2001               2000
                                                                           ----               ----
<S>                                                                <C>                  <C>

Net Income                                                                $ 488              $ 630
                                                                          =====              =====
Weighted average number of shares outstanding:
Common stock                                                              3,426              3,448
Common stock equivalents -
  stock options                                                             384                291
                                                                            ---                ---
                                                                          3,810              3,739
                                                                          =====              =====
Net income per share:

 Basic - based on weighted average number
 of shares of common stock outstanding                                    $ .14              $ .18
                                                                          =====              =====
 Diluted - based on weighted average number
 of shares of common stock and common stock
 equivalents outstanding                                                  $ .13              $ .17
                                                                          =====              =====
</TABLE>


                                     7

<PAGE>



                 BF ENTERPRISES, INC. AND SUBSIDIARIES
               NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


Note C - Real Estate Rental Property

Real estate rental property is an office building and 16 acres of land in Tempe,
Arizona. In 1995, the Company entered into a 10-year net lease with Bank One,
Arizona, NA, a subsidiary of Banc One Corporation. The lease provided for the
phased occupancy and rental of space by Bank One during 1995, with rental of the
entire premises commencing January 1, 1996. At December 31, 2000, contractual
rental revenues from the lease with Bank One are projected as follows:


            2001                      1,936,000
            2002                      1,953,600
            2003                      1,975,600
            2004                      1,980,000
            2005 (two months)           330,000


On January 1, 1996, as required by generally accepted accounting principles, the
Company began amortizing on a straight-line basis (1) income from the new lease
with Bank One, resulting in annual real estate leasing income of $1,815,000 for
the period ending February 28, 2005, and (2) a related $423,000 lease
commission, with annual amortization expense of $46,000 over the same period.

Note D -      Real Estate Inventory Held for Current Sale and Land
              Held for Future Development

Real estate inventory held for current sale and land held for future development
consists primarily of approximately 247 acres in the Company's master-planned,
mixed use development known as Meadow Pointe near Tampa, Florida. The parcels
within this project are in various stages of development. Parcels on which the
Company has completed substantially all of its development activities are
considered to be held for current sale. Parcels on which development is not yet
complete are considered to be held for future development. These assets were
carried at a cost of $17,416,000 at March 31, 2001 and $16,843,000 at December
31, 2000. The Company believes that the current fair value of these assets is
greater than their carrying value.



                                8

<PAGE>



              BF ENTERPRISES, INC. AND SUBSIDIARIES
            NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


It is the Company's policy to review and update its projections on the Meadow
Pointe project on a regular basis. Periodic cumulative adjustments to cost of
sales are made to reflect the results of these reviews. As a result, gross
margins and related percentages, derived on a period to period basis, may not be
directly comparable.

Note E - Investment in Partnership

In October 1999, the Company formed a new subsidiary, Meadow Pointe East, LLC
("MPE") to act as one of two general partners in a partnership to develop a
2,000 acre tract of land adjacent to Meadow Pointe, identified as Meadow Pointe
East. The Company has, through MPE, agreed to loan the partnership up to an
aggregate of $1,000,000 in the form of cash, accrued interest and/or a letter of
credit for actual development costs incurred. Advances of $744,000 and $911,000
had been made on the loan and are included in "Investment in partnership" in the
accompanying consolidated financial statements at March 31, 2001 and
December 31, 2000, respectively. This investment and all related loans will be
accounted for as an equity method investment with no income recognized until
profits are generated by the partnership. MPE is entitled to interest on the
loan, at a rate of 1% over the Wells Fargo Bank prime rate, plus 50% of the
general partnership's profits derived primarily from the sale of residential
lots. The Meadow Pointe East project is structured to provide for the sale of
improved lots directly from the current landowner to homebuilders. Neither the
Company nor its subsidiaries will be obligated to fund improvements in excess
of the loan to the partnership or will be subject to a requirement to acquire
any lots from the current owner.

Note F - Stockholders' Equity

From time to time, the Company purchases shares of its common stock, primarily
in the open market. During the three months ended March 31, 2001, the Company
purchased 14,300 shares of its common stock for an aggregate amount of $126,000.
During the three months ended March 31, 2000, the Company purchased 2,680 shares
of its common stock for an aggregate amount of $18,000.



                                      9

<PAGE>




Item 2.       Management's Discussion and Analysis of
              Financial Condition and Results of Operations
              ---------------------------------------------

Results of Operations
---------------------

   Net income of $488,000 and $630,000 in the three months ended March 31, 2001
and 2000, respectively, included gains of $690,000 and $604,000 from sales of
property within the Company's Meadow Pointe project near Tampa, Florida, and, in
the 2001 period, included a $275,000 provision for federal and state income
taxes. No such provision was made in the 2000 period because of benefits
realized from deferred tax assets. The Company sold 120 developed lots at Meadow
Pointe during the three months ended March 31, 2001, which represented a 8%
increase from the number of lots sold during the same period of 2000.

   The Company's reported gains from property sales at Meadow Pointe are based
in part upon estimates of the total revenues and costs to be derived by the
Company over the life of the project. The Company periodically reviews these
estimates and makes cumulative adjustments to reflect any revised estimates.
Property sales at Meadow Pointe are dependent upon, among other things, the
strength of the general economy in the Tampa area, residential mortgage interest
rates, competitive residential developments serving the same group of home
buyers and other factors related to the local Tampa real estate market.

   Interest and dividends from investments accounted for $62,000 and $54,000 of
revenues in the three months ended March 31, 2001 and 2000, respectively. The
increase in 2001 was due to an increase in the amount of funds available for
investment.

   General and administrative expenses in the three months ended March 31, 2001
were $51,000 lower than in the comparable period in 2000, due principally to a
decrease in the cost of the Company's annual report to shareholders and other
factors.

Liquidity and Capital Resources
-------------------------------

   At March 31, 2001, the Company held $5,239,000 in cash, cash equivalents and
marketable securities, as compared to $953,000 for all short-term and long-term
liabilities. From time to time the Company purchases shares of its common stock,
primarily in the open market (see Note F of Notes to Financial Statements).

   The Company's business plan calls for substantial expenditures during the
next several years relating to the planned development of Meadow Pointe. During
the period February 1992 through May 2000, two community development districts
encompassing the Meadow Pointe project issued approximately $79,600,000 of
capital improvement revenue bonds, including $4,660,000 in May 2000. The
proceeds of such financings have been and are expected to be used to construct

                                10

<PAGE>



infrastructure improvements necessary for the development and sale of lots,
and multifamily parcels, in Meadow Pointe. Neither district anticipates the
need for any additional financing.

   In October 1999 the Company formed a new subsidiary, Meadow Pointe East, LLC
("MPE"), to be a partner in a general partnership with Devco III, LLC, an
affiliate of Devco, the development manager of Meadow Pointe, to develop 2,000
acres adjacent to the Meadow Pointe property. This new project, identified as
Meadow Pointe East, is currently being zoned for approximately 3,000 lots
together with certain retail, commercial and non-residential uses. The
infrastructure construction should begin in 2001. One community development
district within the Meadow Pointe East project has been formed and it is
anticipated a second community development district will be formed in several
years. The districts will, from time to time, issue capital improvement revenue
bonds to finance infrastructure construction. In February 2001 the first of
these bonds was issued in the principal amount of $5,930,000. The land cost will
be paid to the owner of the 2,000 acres as finished lots are sold to
homebuilders. The Company expects that most of the same homebuilders presently
active in Meadow Pointe will move into Meadow Pointe East.

   MPE has agreed to loan the partnership up to an aggregate of $1,000,000 in
the form of cash, accrued interest and/or a letter of credit for actual
development costs incurred. In early March 2001, part of the proceeds from the
issuance of the first community development district bond was used to repay
advances from MPE. Advances of $744,000 and $911,000 had been made on the loan
at March 31, 2001 and December 31, 2000, respectively. The loan carries an
interest rate of 1% over the Wells Fargo Bank prime rate.

   The Company intends to pay for its future expenditures at Meadow Pointe and
Meadow Pointe East and its other operating expenses with (i) cash generated from
sales of property within Meadow Pointe, Meadow Pointe East and its other
operations, and (ii) cash and cash equivalents on hand. There can be no
assurance that the Company will generate sufficient cash or have sufficient cash
and cash equivalents on hand to cover such expenditures.

   The Company and its representatives may from time to time make written or
oral forward- looking statements with respect to long-term goals of the Company,
including statements contained in the Company's filings with the Securities and
Exchange Commission and in its reports to stockholders.

   The words or phrases "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project" or similar expressions
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements, which
speak only as of the date made, involve risks and uncertainties, including, but
not limited to, competition, general economic conditions, ability to manage and
continue growth and other factors detailed in the Company's filings with the
Securities and Exchange

                               11

<PAGE>



Commission. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual outcomes may vary
materially from those indicated.

   The Company specifically declines to undertake any obligation to publicly
revise any forward-looking statements that have been made to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.

Qualitative and Quantitative Disclosures About Market Risk
----------------------------------------------------------

   The Company holds certain cash equivalents and marketable securities for
non-trading purposes which are sensitive to changes in market value. The Company
does not expect that changes in the market value of these financial instruments
will have a material impact, either favorable or unfavorable, on its financial
position or results of operations. The Company has not in the past engaged in
transactions requiring the use of derivative financial instruments either for
hedging or speculative purposes, and has no plans to do so in the future.


                            12

<PAGE>




                   PART II - OTHER INFORMATION

Item 1.       Legal Proceedings
-------       -----------------

   The Company is not a party to any legal proceedings.


Item 6.       Exhibits and Reports on Form 8-K.
-------       ---------------------------------

          (a) Exhibits: None
          (b) Reports on Form 8-K.

              The registrant did not file any reports on Form 8-K during the
period covered by this report.



                               13

<PAGE>



                                SIGNATURES

      Pursuant to the requirements 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.

                                               BF ENTERPRISES, INC.
                                               (Registrant)


Date:   May 14, 2001                          /s/ Brian P. Burns
                                              ------------------
                                              Brian P. Burns
                                              Chairman of the Board, President
                                              and Chief Executive Officer
                                              (Duly Authorized Officer)


Date:   May 14, 2001                          /s/ S. Douglas Post
                                              ---------------------
                                              S. Douglas Post
                                              Vice President and Treasurer
                                              (Principal Accounting Officer)






                                14

<PAGE>