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, 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 May 12, 1999:

              3,516,049 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 per share amounts)

<TABLE>
<CAPTION>

                                              March 31,            December 31,
                                                1999                   1998
                                                ----                   ----
<S>                                         <C>                  <C>
                                     
ASSETS:
  Cash and cash equivalents                    $  3,901               $  3,347
  Marketable securities                             737                    712
  State income tax refund receivable                656                     --
  Other receivables                                  34                     74
  Real estate rental property, 
    net of depreciation                           2,254                  2,267
  Real estate inventory held for current sale
    and land held for future development         15,685                 16,005
  Lease contract receivable                         675                    661
  Other assets                                      854                    852
                                                 ------                 ------
TOTAL ASSETS                                   $ 24,796               $ 23,918
                                                 ------                 ------
                                                 ------                 ------


LIABILITIES AND STOCKHOLDERS' EQUITY:
  Payables and accrued liabilities             $  1,283               $  1,441
  Subordinated debentures, unmatured                714                    719
                                                  -----                  -----
TOTAL LIABILITIES                                 1,997                  2,160
                                                  -----                  ----- 


  Stockholders' equity:
   Common stock, $.10 par value
    Authorized - 10,000,000 shares
    Issued and outstanding -
     3,550,849 and 3,578,599 shares                 355                    358
   Capital surplus                               15,674                 15,887
   Retained earnings                              6,608                  5,376
   Other accumulated comprehensive income           162                    137
                                                 ------                 ------
  Total stockholders' equity                     22,799                 21,758
                                                 ------                 ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 24,796               $ 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
                                                              March 31,
                                                        ----------------------
                                                        1999              1998
                                                        ----              ----
<S>                                                 <C>                 <C>

Revenues:
  Real estate sales                                   $ 739               $ 650
  Real estate rental income                             461                 461
  Interest and dividends                                 46                  56
  Other                                                  32                  --
                                                      -----               -----
                                                      1,278               1,167
                                                      -----               -----
Costs and Expenses:
  Cost of real estate sold                              185                 150
  Depreciation and amortization                          24                  24
  Interest on subordinated debentures                    12                  13
  General and administrative                            481                 455
                                                      -----               -----
                                                        702                 642
                                                      -----               -----
Income before income taxes                              576                 525
Benefit for state income taxes                         (656)                 --
                                                      -----               -----
Net income                                           $1,232              $  525
                                                      -----               -----
                                                      -----               -----
Net income per share:
   Basic                                             $  .34              $  .14
                                                      -----               -----
                                                      -----               -----
   Diluted                                           $  .31              $  .13
                                                      -----               -----
                                                      -----               -----
Average shares used in computing basic
     net income per share                             3,572               3,664

Average shares and equivalents used in computing
     diluted net income per share                     3,970               4,075
</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,
                                                          ------------------   
                                                        1999              1998
                                                        ----              ----
<S>                                              <C>                <C>

Common stock:
  Balance at beginning of period                    $    358           $    367
  Purchases of common stock - par value                   (3)                (2)
                                                     -------            -------
  Balance at end of period                          $    355           $    365
                                                     -------            -------
                                                     -------            -------
Capital surplus:
  Balance at beginning of period                    $ 15,887           $ 16,614
  Purchases of common stock - excess over par value     (213)              (127)
                                                     -------            -------
  Balance at end of period                          $ 15,674           $ 16,487
                                                     -------            -------
                                                     -------            -------
Retained earnings:
  Balance at beginning of period                    $  5,376           $  2,547
  Net income                                           1,232                525
                                                     -------            -------
  Balance at end of period                          $  6,608           $  3,072
                                                     -------            -------
                                                     -------            -------
Other accumulated comprehensive income:
  Balance at beginning of period                    $    137           $     64
  Unrealized gains from marketable equity 
    securities during period                              25                 65
                                                     -------            -------   
  Balance at end of period                          $    162           $    129
                                                     -------            -------
                                                     -------            -------



Accumulated comprehensive income:
    Balance at beginning of period                  $  5,513           $  2,611
                                                     -------            -------
    Net income                                      $  1,232           $    525
    Unrealized gains from marketable 
      equity securities during period                     25                 65
                                                     -------            -------
    Comprehensive income for period                 $  1,257           $    590
                                                     -------            -------
    Balance at end of period                        $  6,770           $  3,201
                                                     -------            -------
                                                     -------            -------
</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,
                                                           1999           1998
                                                           ----           ----
<S>                                                    <C>           <C>

Cash flows from operating activities:
 Net income                                              $ 1 ,232       $  525
Adjustments to reconcile net income to net cash 
 provided by operating activities:
 Gains from sales of real estate                             (554)        (500)
 Net cash proceeds from sales of real estate                  496          416
 Real estate development costs                               (392)        (297)
 Reimbursement of real estate development costs               770          155
 Changes in certain assets and liabilities:
   Increase in state income tax refund receivable            (656)          --
   Decrease in other receivables                               40            2
   Decrease (increase) in lease contract receivable           (14)         109
   Increase (decrease) in payables and accrued liabilities    (56)          12
   Other, net                                                  11          (28)
                                                           ------       ------ 
   Total adjustments to net income                           (355)        (131)
                                                           ------       ------
   Net cash provided by operating activities                  877          394

Cash flows from investing activities:
 Purchases of marketable securities                            --         (283)
                                                           ------       ------
   Net cash used by investing activities                       --         (283)

Cash flows from financing activities:
 Reductions in subordinated debentures                       (107)         (72)
 Purchases of the Company's common stock                     (216)         (129)
                                                           ------        ------
   Net cash used by financing activities                     (323)        (201)
                                                           ------        ------

Net increase (decrease) in cash and cash equivalents          554          (90)
Cash and cash equivalents at beginning of period            3,347         4,038
                                                           ------        ------
Cash and cash equivalents at end of period                $ 3,901       $ 3,948
                                                           ------        ------
                                                           ------        ------

Supplemental disclosures of cash flow information:
 Cash paid during the period for interest 
   (net of amount capitalized)                           $    --       $    13
                                                          ------        ------
                                                          ------        ------
</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-QSB for the quarterly period ended March 31, 1998.

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,
                                                           1999           1998
                                                           ----           ----
<S>                                                   <C>            <C>

Net Income                                               $ 1,232        $   525
                                                          ------         ------
                                                          ------         ------
Weighted average number of shares outstanding:

Common stock                                              3,572           3,664

Common stock equivalents -
  stock options (1)                                         398             411
                                                          -----           -----
                                                          3,970           4,075

Net income per share:

 Basic - based on weighted average number
   of shares of common stock outstanding                 $  .34          $  .14
                                                          -----           -----
                                                          -----           -----
 Diluted - based on weighted average number
   of shares of common stock and common stock
   equivalents outstanding                               $  .31          $  .13
                                                          -----           -----
                                                          -----           -----
</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 420 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 $15,685,000 at March 31, 1999 and $16,005,000 at 
December 31, 1998, which the Company believes was less than their fair 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 - 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 three months ended March 31, 1999, the Company 
purchased 27,750 shares of its common stock for an aggregate amount of $216,000.
During the three months ended March 31, 1998, the Company purchased 15,300 
shares of its common stock for an aggregate amount of $129,000.


                                      9
<PAGE>



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

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

Net income increased from $525,000 in the three months ended March 31, 1998 to
$1,232,000 in the three months ended March 31, 1999, primarily as a result of 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 tax 
assessment (see Note E of Notes to Financial Statements).  Net income included 
gains of $554,000 and $500,000 in the three months ended March 31, 1999 and 
1998, from sales of property within the Company's Meadow Pointe project near 
Tampa, Florida.  The Company sold 105 developed lots at Meadow Pointe during 
the three months ended March 31, 1999, and 62 lots in the same period of 1998.
Construction activity and sales were seriously hampered by heavy rains in the 
Tampa area during 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 $46,000 and $56,000 of 
revenues in the three months ended March 31, 1999 and 1998, respectively.  
The decrease in 1999 was due to a decline in interest rates.
 
General and administrative expenses in the three months ended March 31, 1999 
were $26,000 higher than in the comparable period in 1998, due principally to 
the inclusion in the 1999 period of $62,000 of legal fees related to the 
Company's suit against the California Franchise Tax Board (see Note E of Notes 
to Financial Statements).


Liquidity and Capital Resources
-------------------------------
At March 31, 1999, the Company held $4,638,000 in cash, cash equivalents and 
marketable securities, as compared to $1,997,000 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 $3 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 
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.


                                     11
<PAGE>



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 for 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 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:              May 14, 1999               /s/ Brian P. Burns
                                              -----------------------------  
                                              Brian P. Burns
                                              Chairman of the Board, President
                                              and Chief Executive Officer
                                             (Duly Authorized Officer)


Date:              May 14, 1999               /s/ S. Douglas Post     
                                              ---------------------------- 
                                              S. Douglas Post
                                              Vice President and Treasurer
                                             (Principal Accounting Officer)




 

                                     14