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 June 30, 1999, 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 July 30, 1999:

               3,478,899 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 statements of financial position.....................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 STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
                  (in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                              June 30,             December 31,
                                               1999                    1998
                                               ----                    ----

<S>                                       <C>                     <C>

ASSETS:
  Cash and cash equivalents                   $ 4,660                 $ 3,347
  Marketable securities                           764                     712
  Receivables                                     248                      74
  Real estate rental property,
    net of depreciation                         2,242                   2,267
  Real estate inventory held for current sale
    and land held for future development       15,824                  16,005
  Lease contract receivable                       666                     661
  Deferred tax assets                             138                      95
  Other assets                                    722                     757
                                                  ---                     ---
TOTAL ASSETS                                 $ 25,264                $ 23,918
                                             ========                ========


LIABILITIES AND STOCKHOLDERS' EQUITY:
  Payables and accrued liabilities           $  1,296                $  1,441
  Subordinated debentures, unmatured              714                     719
                                                  ---                     ---
  Total liabilities                             2,010                   2,160
                                                -----                   -----


  Stockholders' equity:
   Common stock, $.10 par value
   Authorized - 10,000,000 shares
   Issued and outstanding -
     3,511,949 and 3,578,599 shares               351                     358
   Capital surplus                             15,217                  15,887
   Retained earnings                            7,497                   5,376
   Other accumulated comprehensive income         189                     137
                                                  ---                     ---
  Total stockholders' equity                   23,254                  21,758
                                               ------                  ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 25,264                $ 23,918
                                             ========                ========
</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      Six Months Ended
                                              June 30,               June 30,
                                        1999        1998       1999        1998
                                        ----        ----       ----        ----
<S>                                  <C>         <C>       <C>         <C>

Revenues:

  Real estate sales                   $ 1,116      $ 969     $1,855       $1,619

  Real estate rental income               460        460        921          921

  Interest and dividends                   54         56        100          112

  Other                                     8         --         40           --
                                         ----       ----       ----         ----
                                        1,638      1,485      2,916        2,652
                                        -----      -----      -----        -----

Costs and Expenses:

  Cost of real estate sold                251        199        436          349

  Depreciation and amortization            24         25         48           49

  Interest on subordinated debentures      13         12         25           25

  General and administrative              461        506        942          961
                                          ---        ---        ---          ---
                                          749        742       1,451       1,384
                                          ---        ---       -----       -----

Income before income taxes                889        743       1,465       1,268

Benefit for income taxes                   --         --        (656)         --
                                          ---        ---         ----        ---
Net income                              $ 889      $ 743       $2,121     $1,268
                                        =====      =====       ======     ======
Net income per share:

  Basic                                 $ .25      $ .20       $  .60     $  .35
                                        =====      =====       ======     ======
  Diluted                               $ .23      $ .18       $  .54     $  .31
                                        =====      =====       ======     ======

Average shares used in computing
   basic net income per share           3,520      3,651        3,546      3,658

Average shares used in computing
   diluted net income per share         3,882      4,058        3,926      4,067
</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>

                                                       Six Months Ended
                                                            June 30,
                                                         ------------
                                                      1999           1998
                                                      ----           ----
<S>                                              <C>             <C>

Common stock:

  Beginning of period                              $   358        $   367

  Purchases of common stock - par value                (11)            (2)

  Exercise of stock options - par value                  4             --
                                                       ---            ---
  End of period                                    $   351        $   365
                                                    ======         ======

Capital surplus:

  Beginning of period                              $15,887        $16,614

  Purchases of common stock - excess over par value   (775)          (202)

  Exercise of stock options - excess over par value    105             --
                                                       ---            ---
  End of period                                    $15,217        $16,412
                                                   =======        =======

Retained earnings:

  Beginning of period                              $ 5,376        $ 2,547

  Net income                                         2,121          1,268
                                                     -----          -----
  End of period                                    $ 7,497        $ 3,815
                                                   =======        =======

Other accumulated comprehensive income:

  Beginning of period                              $  137         $    64

  Gain during period                                   52              84
                                                       --              --
  End of period                                    $  189         $   148
                                                   ======         =======



Accumulated comprehensive income:

  Beginning of period                             $ 5,513         $ 2,611
                                                  -------         -------
  Net income                                      $ 2,121         $ 1,268

  Unrealized gains from marketable
    equity securities                                  52              84
                                                       --              --
  Comprehensive income for period                 $ 2,173         $ 1,352
                                                  -------         -------
  End of period                                   $ 7,686         $ 3,963
                                                  =======         =======
</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>

                                                         Six Months Ended
                                                             June 30,
                                                           ------------
                                                      1999                 1998
                                                      ----                 ----
<S>                                               <C>                 <C>

Cash flows from operating activities:
  Net income                                       $ 2,121              $ 1,268
Adjustments to reconcile net income to net
   cash provided by operating activities:
  Gains from sales of real estate                   (1,419)              (1,270)
  Net cash proceeds from sales of real estate        1,188                  924
  Real estate development costs                     (1,300)              (1,485)
  Reimbursement of real estate development costs     1,712                  337
  Changes in certain assets and liabilities:
   Decrease (increase) in receivables                 (174)                  29
   Increase in lease contract receivable                (5)                 (11)
   Increase (decrease) in payables and
    accrued liabilities                                (41)                 157
   Other, net                                           17                  (35)
                                                        --                  ---
   Total adjustments to net income                     (22)              (1,354)
                                                       ---               ------
   Net cash provided by (used by) operating
    activities                                       2,099                  (86)

Cash flows from investing activities:
 Purchases of marketable securities                     --                 (359)
                                                       ---                 ----
  Net cash used by investing activities                 --                 (359)

Cash flows from financing activities:
 Reductions in subordinated debentures                (109)                 (88)
 Purchases of the Company's common stock              (786)                (204)
 Proceeds from exercise of stock options               109                   --
                                                       ---                  ---
   Net cash used by financing activities              (786)                (292)
                                                      ----                 ----

Net increase (decrease) in cash and cash equivalents 1,313                 (737)
Cash and cash equivalents at beginning of period     3,347                4,038
                                                     -----                -----
Cash and cash equivalents at end of period         $ 4,660              $ 3,301
                                                   =======              =======

Supplemental disclosures of cash flow information:
 Cash paid during the period for interest
  (net of amount capitalized)                      $    25              $    25
                                                   =======              =======
</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, 1998 and in the
Company's Form 10-Q for the quarterly period ended June 30, 1998.


Note B - Earnings Per Share

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

                                         Three Months Ended     Six Months Ended
                                               June 30,             June 30,
                                               --------             --------
                                          1999        1998       1999       1998
                                          ----        ----       ----       ----
<S>                                    <C>         <C>        <C>       <C>

Net Income                               $ 889       $ 743      $2,121    $1,268
                                         =====       =====      ======    ======

Weighted average number of
  shares outstanding:

Common stock                             3,520       3,651       3,546     3,658

Common stock equivalents -
  stock options (1)                        362         407         380       409
                --                         ---         ---         ---       ---
                                         3,882       4,058       3,926     4,067
                                         =====       =====       =====     =====

Net income per share:

Basic - based on weighted average
  number of shares of common stock
  outstanding                           $  .25      $  .20      $  .60    $  .35
                                        ======      ======      ======    ======

Diluted - based on weighted average
  number of shares of common stock
  and common stock equivalents
  outstanding                           $  .23      $  .18      $  .54    $  .31
                                        ======      ======      ======    ======
</TABLE>

   (1)   Computation is based on the treasury stock method using the average
         market price.

                                     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, 1998, contractual
rental revenues from the lease with Bank One are projected as follows:

               1999                     1,826,000
               2000                     1,848,000
               2001                     1,936,000
               2002                     1,953,600
               2003                     1,975,600
               2004 and after           2,310,000

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 397 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 $15,824,000 at June 30, 1999 and $16,005,000 at
December 31, 1998, which the Company believes was less than their fair value.

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.


                                     8
<PAGE>


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

Note E - Benefit for State Income Taxes

In February 1996, the Company's predecessor, on behalf of the Company, filed a
complaint against the California Franchise Tax Board (the "FTB") for a refund
of assessed income taxes and accrued interest for the year ended December 31,
1981.  The suit arose out of the FTB's assessment for 1981 taxes, based on its
contention that a loss attributable to the 1981 acquisition by the Company's
predecessor of a warrant for the purchase of its common stock should have
been treated as a business deduction rather than a non-business deduction.
The Company appealed the FTB's assessment to the California State Board of
Equalization, which denied the appeal in July 1994.  In March 1995, the Company
made payment to the FTB of the assessment and accrued interest and filed a
request for refund in the full amount of that payment.  The amount the Company
paid to the FTB, after reimbursement by the Company's predecessor of the related
federal and state income tax benefits, was approximately $400,000.  The
Company's request for refund was denied and the action described above was
filed.  In May 1997, the Court granted the FTB's motion for summary judgement
and dismissed the Company's action. The Company filed an appeal of the judgement
with a California Court of Appeal.  In late 1998, the Appellate Court
unanimously upheld the Company's position.  The Appellate Court ordered
reimbursement to the Company of the entire amount originally paid to the FTB,
plus interest to the date of reimbursement.

Reimbursement of $926,000 was received from the FTB in April 1999.  In the three
months ended March 31, 1999, the Company recorded a state income tax benefit of
$656,000, after deduction of related federal and state income taxes of $270,000
that are the liability of the Company's predecessor.

Note F - Stockholders' Equity

From time to time, the Company purchases shares of its common stock, primarily
in the open market.  During the six months ended June 30, 1999, the Company
purchased 102,650 shares of its common stock for an aggregate amount of
$786,000.  During the six months ended June 30, 1999, the Company purchased
24,400 shares of its common stock for an aggregate amount of $204,000.

In April 1999 an officer of the Company exercised options for the purchase of
36,000 shares of the Company's common stock.  The Company received proceeds of
$109,000 from the exercise of these options.



                                      9
<PAGE>

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

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

Net income of $889,000 and $2,121,000 in the three months and six months ended
June 30, 1999, included gains of $865,000 and $1,419,000 from sales of property
within the Company's Meadow Pointe project near Tampa, Florida and, in the six
month period, included a $656,000 benefit for state income taxes deriving from
the Company's successful suit against the California Franchise Tax Board for
reimbursement of a 1981 assessment (see Note E of Notes to Financial
Statements).  In the three months and six months ended June 30, 1998, net income
was $743,000 and $1,268,000 and included gains of $770,000 and $1,270,000,
respectively, from sales of Meadow Pointe property.  The Company sold 224
developed residential lots at Meadow Pointe during the six months ended
June 30, 1999, and 146 lots in the same period of 1998. Construction activities
and sales were seriously hampered by heavy rains in the Tampa area during the
first half of the 1998 period.

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 $54,000 and $100,000 of
revenues in the three months and six months ended June 30, 1999, respectively,
and $56,000 and $112,000 in comparable periods in 1998.  The decline in
investment revenue in the 1999 periods was due to lower interest rates.

General and administrative expenses in the three months and six months ended
June 30, 1999 were, respectively, $19,000 and $45,000 lower than in the
comparable periods in 1998, due principally to lower employee compensation
and benefits expenses.

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

At June 30, 1999, the Company held $5,424,000 in cash, cash equivalents and
marketable securities, as compared to $2,010,000 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).



                                    10
<PAGE>


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 September 1998, two community development districts
encompassing the Meadow Pointe project issued approximately $74.9 million of
capital improvement revenue bonds.  The Company currently anticipates the need
for approximately $5 million of additional financing by one of the districts.
The proceeds of such financing have been and are expected to be used to
construct infrastructure improvements necessary for the development and sale of
residential lots, and multifamily and commercial parcels, in Meadow Pointe.

The Company intends to pay for its future expenditures at Meadow Pointe and its
other operating expenses (including those related to debenture payments) with
(i) cash generated from sales of property within Meadow Pointe 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 statements in this Report on Form 10-QSB regarding Meadow Pointe property
sales, financing of Meadow Pointe expenditures and any other statements which
are not historical facts are forward looking statements.  Such statements
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
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.


Year 2000
---------

The Company utilizes a number of computer software programs in conducting its
business, primarily for financial and administrative purposes.  The Company has
addressed the "Year 2000 Problem" by upgrading its internal systems to the
extent that the Company's software applications contain source code that is
able to appropriately interpret the upcoming year "2000" and beyond.  The cost
of these upgrades was not material to the Company's financial position or
results of operations.

In addition, the Company is dependent to varying extents on the software
applications of certain organizations with and through which it conducts
business.  The Company is in the process of identifying the extent of the Year
2000 problem which may exist within relevant outside organizations.  The impact
of the Year 2000 problem on those organizations is not known, however,
management does not believe that impact will have a material adverse effect on
the Company's financial position or results of operations.  In management's
opinion, the primary risk of a Year 2000 problem within its operations is a
possible slowdown in the processing of information needed to complete short-term
transactions.  It is not believed that it would affect the time frame for
                                      11
<PAGE>

completion of the Meadow Pointe project or the value of other Company assets.
The Company does not have a Year 2000 contingency plan as it does not believe
that a worst case scenario would have a material adverse effect on its financial
position or results of operations.


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.  In addition,
the Company has issued debt which is subject to floating rates of interest. The
Company does not believe 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
         -----------------

         In March 1998, an action was commenced in the Pasco County, Florida
         Circuit Court against a subsidiary of the Company and others relating
         to the Meadow Pointe development.  The Amended Complaint alleges that
         certain individuals who purchased homes assumed that a homeowners
         association had been established for the development.  Plaintiffs seek
         money damages from all defendants named in the Amended Complaint,
         except for the Company's subsidiary.  The only relief sought against
         the Company's subsidiary is an injunction compelling the subsidiary to
         operate and maintain architectural control at Meadow Pointe.

         On July 2, 1998, the Court granted the subsidiary's motion to sever and
         denied the subsidiary's motion to dismiss.  Accordingly, on
         July 13, 1998, plaintiffs filed a Severed Complaint against the
         Company's subsidiary, which seeks injunctive relief and declaratory
         relief, but no damages.

         On October 16, 1998, the Court granted summary judgement in favor of
         the Company's subsidiary on Count 1 of the Severed Complaint for
         Declaratory Relief. The Court ruled that the recently established
         voluntary homeowners association for Meadow Pointe, to which the
         Company's subsidiary had assigned certain of its rights pursuant to the
         Declarations of Restrictions recorded in the public records of Pasco
         County, Florida, had standing to enforce said Declarations of
         Restrictions.  Plaintiffs have moved for reconsideration of the Court's
         ruling.  On November 3, 1998, the Company's subsidiary moved for
         summary judgement on the remaining count for injunctive relief.  The
         Court denied that motion on December 7, 1998, but on December 14, 1998,
         plaintiffs voluntarily dismissed the count for injunctive relief.
         Certain plaintiffs then filed a notice of appeal on January 27, 1999
         from the Court's October 16, 1998 Order.  That appeal is currently
         pending.  The Company believes that it has meritorious defenses to the
         claims made against its subsidiary, and it intends to continue to
         vigorously contest the action.

         The Company is not a party to any other pending legal proceedings
         except routine litigation incidental to its business.

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:              August 6, 1999         /s/ Brian P. Burns
                                          ------------------------
                                          Brian P. Burns
                                          Chairman of the Board, President
                                          and Chief Executive Officer
                                         (Duly Authorized Officer)


Date:              August 6, 1999         /s/ S. Douglas Post
                                          -------------------------
                                          S. Douglas Post
                                          Vice President, Controller, Treasurer,
                                          Chief Accounting Officer and
                                          Assistant Secretary
                                         (Principal Accounting Officer)


                                 14