Exhibit
31.2
 
 Certification
of CFO Pursuant to Securities Exchange Act Rules
13a-14 and 15d-14 as Adopted Pursuant to Section
302
 of the Sarbanes-Oxley
Act of 2002
 I, S.
Douglas Post, certify that:
 I have
  reviewed this annual report on Form 10-QSB of BF Enterprises,
  Inc.;Based
  on my knowledge, this report does not contain any untrue statement of a
  material fact or omit to state a material fact necessary to make the
  statements made, in light of the circumstances under which such statements
  were made, not misleading with respect to the period covered by this
  report;Based
  on my knowledge, the financial statements, and other financial information
  included in this report, fairly present in all material respects the financial
  condition, results of operations and cash flows of the small business issuer
  as of, and for, the periods presented in this report;The
  small business issuer’s other certifying officer(s) and I are responsible for
  establishing and maintaining disclosure controls and procedures (as defined in
  Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
  have:
  Designed
    such disclosure controls and procedures, or caused such disclosure controls
    and procedures to be designed under our supervision, to ensure that material
    information relating to the small business issuer, including its
    consolidated subsidiaries, is made known to us by others within those
    entities, particularly during the period in which this report is being
    prepared;Evaluated
    the effectiveness of the small business issuer’s disclosure controls and
    procedures and presented in this report our conclusions about the
    effectiveness of the disclosure controls and procedures, as of the end of
    the period covered by this report based on such evaluation;
    andDisclosed
    in this report any change in the registrant’s internal control over
    financial reporting that occurred during the small business issuer’s most
    recent fiscal quarter (the small business issuer’s fourth fiscal quarter in
    the case of an annual report) that has materially affected, or is reasonably
    likely to materially affect, the small business issuer’s internal control
    over financial reporting; andThe
  small business issuer’s other certifying officer(s) and I have disclosed,
  based on our most recent evaluation of internal control over financial
  reporting, to the small business issuer’s auditors and the audit committee of
  the registrant’s board of directors (or persons performing the equivalent
  functions):
  All
    significant deficiencies and material weaknesses in the design or operation
    of internal control over financial reporting which are reasonably likely to
    adversely affect the small business issuer’s ability to record, process,
    summarize and report financial information; andAny
    fraud, whether or not material, that involves management or other employees
    who have a significant role in the small business issuer’s internal control
    over financial reporting.**BF
        ENTERPRISES, INC.**Date:
        May 12, 2005
      By:
      /s/ S.
        Douglas PostVice
        President, Treasurer and Chief Financial
  Officer