SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-QSB


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

                  For the quarterly period ended June 30, 2003



                         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) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months
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 August 13, 2003:

             3,439,346 shares of $.10 par value Common Stock



<PAGE>



                  BF ENTERPRISES, INC. AND SUBSIDIARIES

                                      INDEX
                                                                    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....................12

   Item 3.    Controls and Procedures................................14

PART II  OTHER INFORMATION

   Item 4.    Submission of Matters to a Vote of Security Holders....15
   Item 5.    Other Information - Subsequent Event...................15
   Item 6.    Exhibits and Reports on Form 8-K.......................16

   The Company and its representatives may from time to time make written or
oral forward-looking statements with respect to long-term goals or prospects 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, the strength of the general economy in the Tampa, Florida area,
uncertainties affecting the Tampa real estate market, residential mortgage
interest rates, competitive residential and commercial developments in Tampa,
inclement weather in Tampa that could delay platting of lots and construction of
new homes, weakness in the commercial office market in Tempe, Arizona, Bank One
not exercising its right to renew the lease covering the Company's Tempe office
building, the current term of which expires on February 28, 2005, the
uncertainty of fluctuating rental rates for commercial office space in Tempe,
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.

    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.

                                      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>


                                                                                     June 30,        December 31,
                                                                                       2003              2002
                                                                                       ----              ----
<S>                                                                          <C>                   <C>

ASSETS:
   Cash and cash equivalents                                                      $   15,036        $   11,214
   Marketable securities available for sale,  at market value                            307             3,356
   Mortgage loans receivable                                                           3,159             3,366
   Other receivables                                                                      56               240
   Real estate rental property, net of accumulated depreciation                        2,038             2,063
   Real estate inventory held for current sale
      and land held for future development                                             8,315             7,851
   Lease contract receivable                                                             276               354
   Other assets                                                                          437               449
                                                                                   ---------         ---------
TOTAL ASSETS                                                                       $  29,624         $  28,893
                                                                                   =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY:
   Payables and accrued liabilities                                                $     478         $     544
   Deferred income taxes                                                               1,097             1,028
                                                                                   ---------         ---------
   Total liabilities                                                                   1,575             1,572
                                                                                   ---------         ---------
   Stockholders' equity:
     Common stock, $.10 par value
       Authorized - 10,000,000 shares
       Issued and outstanding -
         3,519,346 and 3,528,039 shares                                                  352               353
     Capital surplus                                                                  14,109            14,180
     Retained earnings                                                                13,824            13,682
     Accumulated other comprehensive income                                                6                16
     Notes receivable from employees                                                    (242)             (910)
                                                                                  ----------        ----------
   Total stockholders' equity                                                         28,049            27,321
                                                                                  ----------        ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $   29,624        $   28,893
                                                                                  ==========        ==========

</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,
                                                                            --------                   --------
                                                                       2003          2002          2003          2002
                                                                       ----          ----          ----          ----
<S>                                                               <C>           <C>          <C>        <C>


Revenues:

    Real estate sales                                                $   197        $ 623       $   204      $  1,162

    Real estate rental income                                            453          453           907           907

    Interest from mortgage loans                                         102           18           208            19

    Interest and dividends from marketable securities                     31           65            65           139

    Other                                                                  6            8            17            19
                                                                      ------       ------        ------        ------

                                                                         789        1,167         1,401         2,246
                                                                      ------       ------        ------        ------

 Costs and Expenses:

    Cost of real estate sold                                              24          200            27           307

    Depreciation and amortization                                         24           24            48            48

    General and administrative                                           586          495         1,136         1,011
                                                                      ------       ------        ------        ------

                                                                         634          719         1,211         1,366
                                                                      ------       ------        ------        ------

Income before gains from sales of securities and income taxes            155          448           190           880


Gains from sales of securities                                            --          156            23           454
                                                                      ------       ------        ------        ------

Income before income taxes                                               155          604           213         1,334

Provision for income taxes                                                57          241            71           529
                                                                      ------       ------        ------        ------

Net income                                                             $  98        $ 363         $ 142         $ 805
                                                                      ======        =====         =====         =====
Net income per
share:
Basic                                                                  $ .03        $ .10         $ .04         $ .22
                                                                       =====        =====         =====         =====
Diluted                                                                $ .03        $ .10         $ .04         $ .21
                                                                       =====        =====         =====         =====

Weighted average shares used in computing basic                        3,520        3,558         3,523         3,586
     net income per share
Weighted average shares and equivalents used
     in computing diluted net income per share                         3,717        3,767         3,725         3,798

</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,
                                                                                --------
                                                                          2003           2002
                                                                          ----           ----
<S>                                                               <C>              <C>

Common stock - shares:
  Beginning of period                                                    3,528          3,625
  Purchases of common stock                                                 (9)           (86)
                                                                        ------         ------
 End of period                                                           3,519          3,539
                                                                        ======         ======

Common stock:
   Balance at beginning of period                                      $   353        $   362
   Purchases of common stock - par value                                    (1)            (8)
                                                                        ------         ------
   Balance at end of period                                                352            354
                                                                        ======         ======

Capital surplus:
   Balance at beginning of period                                      $14,180        $15,010
   Purchases of common stock - excess over par value                       (71)          (737)
                                                                       -------        -------
   Balance at end of period                                            $14,109        $14,273
                                                                       =======        =======
Retained earnings:
   Balance at beginning of period                                      $13,682        $12,776
   Net income                                                              142            805
                                                                       -------        -------
   Balance at end of period                                            $13,824        $13,581
                                                                       =======        =======

Accumulated other comprehensive income:
    Balance at beginning of period                                     $    16        $   445
    Unrealized gains from marketable equity securities,
     net of income taxes                                                    22             15
    Less: reclassification adjustment for gains from
     sales of security included in net income                              (32)          (216)
                                                                       -------        -------
    Balance at end of period                                           $     6        $   244
                                                                       =======        =======
Notes receivable from employees:
    Balance at beginning of period                                     $  (910)       $  (910)
    Interest on notes                                                      (16)           (22)
    Principal and interest payments                                        684             33
                                                                       -------        -------
    Balance at end of period                                           $  (242)       $  (899)
                                                                       =======        =======

Accumulated comprehensive income:
    Balance at beginning of period                                     $13,698        $13,221
                                                                       -------        -------
    Net income                                                             142            805
    Unrealized gains from marketable equity securities,
     net of income taxes                                                    22             15
    Less: reclassification adjustment for gains from sales
      of security included in net income                                   (32)          (216)
                                                                       -------        -------
    Comprehensive income for period                                        132            604
                                                                       -------        -------
    Balance at end of period                                           $13,830        $13,825
                                                                       =======        =======
</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,
                                                                                   --------
                                                                            2003            2002
                                                                            ----            ----
<S>                                                                   <C>               <C>

Cash flows from operating activities:
 Net income                                                              $   142         $   805
 Adjustments to reconcile net income to net cash provided by
   operating activities:
 Gains from sales of real estate                                            (177)           (855)
 Gains from sales of securities                                              (23)           (454)
 Provision for deferred income taxes                                          75             474
 Net cash proceeds from sales of real estate                                 167             955
 Real estate development costs                                              (454)           (245)
 Reimbursement of real estate development costs                               --           1,193
 Changes in certain assets and liabilities:
  Decrease in other receivables                                              184             154
  Decrease in lease contract receivable                                       78              68
  Decrease in payables and accrued liabilities                               (66)           (363)
  Other, net                                                                  21            (125)
                                                                          ------          ------
  Total adjustments to net income                                           (195)            802
                                                                          ------          ------
  Net cash provided (used) by operating activities                           (53)          1,607
                                                                          ------          ------

Cash flows from investing activities:
 Proceeds from sales of marketable equity security                           129           1,083
 Proceeds from maturities of marketable securities                         2,988              --
 Principal payments on marketable debt security                               --             578
 Purchases of marketable securities                                          (61)         (2,985)
 Principal payments on mortgage loans receivable                             479              --
 Additions to mortgage loans receivable                                     (272)         (1,668)
 Principal and interest payments on notes receivable from employees          684              33
                                                                          ------          ------
  Net cash provided (used) by investing activities                         3,947          (2,959)
                                                                          ------         -------

Cash flows from financing activities:
 Purchases of the Company's common stock                                     (72)           (745)
 Reductions in subordinated debentures included in payables
   and accrued liabilities                                                    --             (48)
                                                                          ------          ------
  Net cash used by financing activities                                      (72)           (793)
                                                                          ------          ------

Net increase (decrease) in cash and cash equivalents                       3,822          (2,145)
Cash and cash equivalents at beginning of period                          11,214          14,890
                                                                          ------          ------
Cash and cash equivalents at end of period                               $15,036         $12,745
                                                                         =======         =======
</TABLE>



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

                                             6

<PAGE>


                     BF ENTERPRISES, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED 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 to present fairly the
financial position of the Company at June 30, 2003, and the results of its
operations for the three and six months ended June 30, 2003 and 2002, and its
cash flows for the six months ended June 30, 2003 and 2002. Certain information
and note disclosures normally included in annual financial statements prepared
in accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to SEC rules or regulations. It is
suggested that these financial statements be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's Form 10-KSB for the year ended December 31, 2002 and in the Company's
Form 10-QSB for the quarterly period ended June 30, 2002. The results for the
three and six months ended June 30, 2003 are not necessarily indicative of the
results for the full year or any other or future period.

Note B - Business Segments

The Company currently is engaged in only one business segment, real estate
activities. The Company's net investment in and the operating results of its
various real estate activities may be derived directly from the accompanying
consolidated financial statements.



                                   7

<PAGE>

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



Note C - Earnings Per Share

Earnings per share data for the periods reported have been computed as follows
(in thousands, except per share amounts):

<TABLE>
<CAPTION>


                                                                        Three Months Ended           Six Months Ended
                                                                             June 30,                    June 30,
                                                                             -------                     --------
                                                                         2003          2002         2003          2002
                                                                         ----          ----         ----          ----
<S>                                                                 <C>          <C>          <C>           <C>


Net Income                                                               $ 98          $ 363        $ 142        $ 805
                                                                         ====          =====        =====        =====

Weighted average number of shares outstanding:

Common stock                                                            3,520          3,558        3,523        3,586

Common stock equivalents -
  stock options                                                           197            209          202          212
                                                                        -----         ------        -----        -----

                                                                        3,717          3,767        3,725        3,798
                                                                        =====          =====        =====        =====

Net income per share:


 Basic - based on weighted average number of shares
  of common stock outstanding                                           $ .03          $ .10        $ .04        $ .22
                                                                        =====          =====        =====        =====


 Diluted - based on weighted average number
 of shares of common stock and common stock
 equivalents outstanding                                                $ .03          $ .10        $ .04        $ .21
                                                                        =====          =====        =====        =====
</TABLE>



Note D - Mortgage Loans Receivable

In March 2002, the Board of Directors authorized and approved the participation
of the Company in certain mortgage loans (collectively, the "Participating
Interests") with Graham Mortgage Corporation, a Texas corporation ("Graham
Mortgage"). Pursuant to a Master Participation Agreement, by and between the
Company and Graham Mortgage, dated as of March 14, 2002, the Company's
Participating Interests at June 30, 2003, were: $150,000 in each of seven
mortgage Loans ("Loans"), $200,000 in each of four Loans, $250,000 in each of
two Loans, $350,000 in each of two Loans, and $500,000 in one other Loan. The
Loans are for terms of two to three years with yields to the Company, net of a
one-half percent administrative fee, ranging from 9.75% to 14.75% per annum, and
are secured by First Deeds of Trust in real property located in Texas. The
aggregate principal balance of the Participating Interests at June 30, 2003 was
$3,159,000. The Company may purchase more participating interests in mortgage
loans in the future.


                                   8

<PAGE>


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


Note E - Real Estate Rental Property

Real estate rental property consists of 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 ("Bank One"), 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, 2002, contractual rental revenues from the lease with Bank One are
$1,975,600 in 2003, $1,980,000 in 2004 and $330,000 in the two months ending
February 28, 2005.

On January 1, 1996, as required by accounting principles generally accepted in
the United States, the Company began amortizing on a straight-line basis (1)
income from the 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 advisory fee, with annual amortization expense of $46,000 over
the same period.

Note F -  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 103 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 $8,315,000 at June 30, 2003 and $7,851,000 at December 31,
2002. The Company believes that the current fair value of these assets is
greater than their carrying value.

It is the Company's policy to review and update its projections on the Meadow
Pointe project on a periodic basis. Periodic 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 G - 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, 2003, the Company
purchased 8,693 shares of its common stock for an aggregate amount of $72,000.
During the six months ended June 30, 2002, the Company purchased 86,000 shares
of its common stock for an aggregate amount of $745,000. In July 2003 the
Company purchased 80,000 shares of its common stock for an amount of $644,000
in an open market transaction.


                                  9
<PAGE>



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



In April 2003, an officer and director of the Company prepaid in full a
promissory note issued in 2001 under the terms of the Company's stock option
loan program. The note was repaid under its original terms and the amount of the
loan repayment, $684,000, including accrued interest of $28,000, was recorded as
an increase to Stockholders' Equity at the time of payment.

Note H - Stock-Based Compensation

The Company accounts for stock-based employee compensation arrangements in
accordance with provisions of Accounting Principals Board Opinion No. 25 (APB
25) "Accounting for Stock Issued to Employees", and complies with the disclosure
provisions of Statement of Financial Accounting Standards (SFAS) 123,
"Accounting for Stock-Based Compensation." In December 2002, the Financial
Accounting Standards Board (FASB) issued SFAS 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an Amendment of FASB Statement 123". This
statement amends SFAS 123 to provide three alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, this statement amends the disclosure
requirements of SFAS 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results,
i.e., net income and earnings per share. This statement is effective for fiscal
years ending after December 15, 2002. Interim pro forma disclosures are required
for interim periods beginning after December 15, 2002. The Company currently
uses the intrinsic fair value based method of accounting of stock compensation
in accordance with APB 25 and related interpretations.



                                 10

<PAGE>


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

The Company does not recognize any compensation expense related to the options
that it grants, as they are all exercisable at the fair value of the Company's
common stock on the date of grant. Had compensation costs for the Company's
option plans been determined consistent with SFAS 123, the Company's net income
and earnings per share would have been reduced to the following pro forma
amounts for the six months ending June 30, 2003 and 2002 (in thousands, except
per share amounts):
<TABLE>
<CAPTION>


                                                                                       Six Months Ended
                                                                                            June 30,
                                                                                            --------
                                                                                    2003               2002
                                                                                    ----               ----
  <S>                                                                        <C>                 <C>

       Net income                                                                  $ 142              $ 805
       Less: Total stock based employee compensation
       expense determined under fair value based method for all
       awards, net of related tax effects                                             31                  5
                                                                                   -----              -----
       Pro Forma net earnings                                                      $ 111              $ 800
                                                                                   =====              =====
       Net income per share:
         Basic:
           As reported                                                             $ .04              $ .22
                                                                                   =====              =====
           Pro Forma                                                               $ .03              $ .22
                                                                                   =====              =====
         Diluted:
           As reported                                                             $ .04              $ .21
                                                                                   =====              =====
           Pro Forma                                                               $ .03              $ .21
                                                                                   =====              =====
</TABLE>


Note I - Quarterly Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income for the three months
ended June 30, 2003 and 2002 are as follows:
<TABLE>
<CAPTION>

                                                                                Three months ended
                                                                                    June 30,
                                                                                    --------
                                                                              2003           2002
                                                                              ----           ----
<S>                                                                    <C>           <C>

Balance at beginning of period                                              $   (38)     $   365
Unrealized gains (losses) from marketable equity
 securities, net of income taxes                                                 44          (88)
Less: reclassification adjustment for gains
  from sales of security included in net income                                  --          (33)
                                                                            -------      -------
Balance at end of period                                                    $     6      $   244
                                                                            =======      =======
</TABLE>

The components of accumulated other comprehensive income for the six months
ended June 30, 2003 and 2002 are presented in the Consolidated Statements of
Stockholders' Equity.


                                 11


<PAGE>


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

   The Company and its representatives may from time to time make written or
oral forward-looking statements with respect to long-term goals or prospects 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, the strength of the general economy in the Tampa, Florida area,
uncertainties affecting the Tampa real estate market, residential mortgage
interest rates, competitive residential and commercial developments in Tampa,
inclement weather in Tampa that could delay platting and development of lots and
construction of new homes, weakness in the commercial office market in Tempe,
Arizona, Bank One not exercising its right to renew the lease covering the
Company's Tempe commercial building, the current term of which expires on
February 28, 2005, the uncertainty of fluctuating rental rates for similar
commercial space in Tempe, 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.

   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.


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

   Net income of $98,000 and $142,000 in the three months and six months ended
June 30, 2003 included gains of $173,000 and $177,000, respectively, from sales
of property within the Company's Meadow Pointe project near Tampa, Florida. Net
income in the six month period also included a gain of $23,000 from sales of
securities, but there were no such gains in the three month period. Net income
of $363,000 and $805,000 in the three months and six months ended June 30, 2002
included (1) gains, before income taxes, of $423,000 and $855,000, respectively,
from sales of property within the Company's Meadow Pointe project near Tampa,
Florida and (2) gains from sales of securities of $156,000 and $454,000,
respectively.

   The Company's reported gains and losses 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 adjustments to reflect any revised estimates.
Adjustments resulting from changes in estimates of sales revenue and related
timing, interest rates and other factors affecting the project budget, were made


                                    12

<PAGE>

during the first half of both 2003 and 2002. These adjustments, reflecting
changes occurring during these periods, increased net income by $69,000 in the
three months and six months ended June 30, 2003 and reduced net income by
$33,000 in the same periods of 2002. As a result of recording changes when
identified, gross margins and related margin percentages, derived on a
period-to-period basis, may not be directly comparable.

   Property sales at Meadow Pointe are dependent upon, among other things, the
availability of lots ready for sale, 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. The Company sold, respectively, 36 and 37
developed lots at Meadow Pointe during the three months and six months ended
June 30, 2003 and, respectively, 101 and 162 developed lots during the same
periods of 2002. The decreased sales activity in the 2003 periods reflects (1) a
significant decline in lots available for sale as the project nears completion
and (2) delays in permitting and lot construction. As of June 30, 2003, there
remained to be sold at Meadow Pointe, based on current estimates, 211
residential lots, land currently planned for approximately 675 multifamily
residential units and three commercial tracts aggregating 30 gross acres. In
view of factors beyond the control of the Company, including, but not limited
to, the weather, real estate market conditions in Tampa and the economy
generally, the Company cannot predict with any reasonable certainty future sales
activity at Meadow Pointe.

   Interest income from mortgage loans of $102,000 and $208,000 in the three and
six months ended June 30, 2003 and $18,000 and $19,000 in the same periods of
2002, respectively, is derived from the Company's participation in such loans
with Graham Mortgage Corporation beginning in March 2002 (see Note D of Notes to
Financial Statements).

   Interest and dividends from investments accounted for, respectively, $31,000
and $65,000 of revenues in the three months and six months ended June 30, 2003
and, respectively, $65,000 and $139,000 in comparable periods in 2002. The
decrease in the 2003 periods was principally due to a decline in interest rates.

   General and administrative expenses in the three months and six months ended
June 30, 2003 were respectively, $91,000 and $125,000 higher than in the
comparable periods in 2002, due principally to increases in the cost of employee
health benefits and professional services.

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

   At June 30, 2003, the Company held $15,343,000 in cash, cash equivalents and
marketable securities, which, together with $3,159,000 in participating
interests in mortgage loans with terms of two to three years, aggregated
$18,502,000. Short-term and long-term liabilities at the same date were
$1,575,000 in total. From time to time, the Company purchases shares of its
common stock, primarily in the open market (see Note G of Notes to Financial
Statements).

   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. The proceeds of such


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<PAGE>

financings have been and are expected to be used to construct infrastructure
improvements necessary for the development and sale of lots and multifamily
parcels in Meadow Pointe. Approximately $125,000 of these proceeds remains for
expenditure, and it is anticipated that such proceeds will be used to complete
lot development in 2003. The Company estimates it will contribute approximately
$275,000 to complete infrastructure improvements. Neither district anticipates
the need for any additional financing.

   Based upon the current financial condition and the current strategic
initiatives of the Company, the Company believes its existing capital resources
will be sufficient to satisfy its current and projected cash requirements.

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

   The Company holds certain cash equivalents, marketable securities and
participating interests in mortgage loans for non-trading purposes that are
sensitive to changes in market value. 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 consolidated 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.

Item 3.    Controls and Procedures
           -----------------------

    As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in the Exchange Act Rules
13a-15(e) or 15d-15(e)). Based upon that evaluation, the Company's Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic SEC filings. It
should be noted that the design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.

     There have been no significant changes in the Company's internal
controls during the Company's most recently completed fiscal quarter which
could significantly affect internal controls subsequent to the date the
Company carried out its evaluation.


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<PAGE>




                      PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

    The Company held its Annual Meeting of Stockholders on May 13, 2003 at
9:30 a.m. in Tampa, Florida.  All five directors stood for re-election at the
Meeting.  Directors Brian P. Burns, Daniel S. Mason, Ralph T. McElvenny, Jr.,
Charles E.F. Millard and Paul Woodberry were elected to hold office until the
next annual meeting or until the directors' successors are elected.

         The votes cast for and the votes withheld for each director were as
follows:

     Name                       Votes For                       Votes Withheld
    -----                       ---------                       --------------

Brian P. Burns                  3,188,846                           13,366

Daniel S. Mason                 3,188,830                           13,382

Ralph T. McElvenny, Jr.         3,189,254                           12,958

Charles E.F. Millard            3,189,254                           12,958

Paul Woodberry                  3,188,830                           13,382


Item 5. Other Information - Subsequent Event
        ------------------------------------

    On July 3, 2003, the Company entered into an agreement to amend (the
"Amendment Agreement") the employment agreement, by and between the Company and
Brian P. Burns (the "Officer"), dated January 1, 2000 (the "Employment
Agreement"), in connection with his duties and services as Chairman, President
and Chief Executive Officer of the Company. The Amendment Agreement amends,
inter alia, the following terms of the Employment Agreement: (i) extends the
term of the Employment Agreement from December 31, 2004 to December 31, 2008;
(ii) reduces the base salary to not less than $265,000 per annum from not less
than $295,000 per annum; (iii) limits the obligation of the Company to make
termination payments to the Officer to the lesser of thirty-six (36) months or
the remaining term of the Employment Agreement, in the event of death,
disability, and certain termination events affecting the Officer; and (iv)
changes the governing law to the State of Florida in view of the Officer's
primary location of employment in Florida.

     The foregoing summary of the Amendment Agreement is qualified in its
entirety by the Amendment Agreement filed as an exhibit to this Report on Form
10-QSB.


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<PAGE>



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

  (a)    Exhibit
         Number        Description
         ------        -----------

         10.10e*       Amendment Agreement to Amended and Restated Employment
                       Agreement, by and between BF Enterprises, Inc. and
                       Brian P. Burns, dated July 3, 2003.

         10.35*        Form of Indemnification Agreement, entered into by and
                       between the Company and each Director and Executive
                       Officer of the Company, including Brian P. Burns,
                       Daniel S. Mason, Ralph T. McElvenny, Jr.,
                       Charles E.F. Millard, Paul Woodberry, Stuart B. Aronoff,
                       S. Douglas Post, and Brian P. Burns, Jr.,
                       dated as of June 30, 2003.

          31.1         Certification of Brian P. Burns, Chairman of the Board,
                       President and Chief Executive Officer of BF Enterprises,
                       Inc., pursuant to Rule 13a-14(a) of the Securities
                       Exchange Act of 1934.

          31.2         Certification of S. Douglas Post, Vice President,
                       Treasurer and Chief Financial Officer of BF Enterprises,
                       Inc., pursuant to Rule 13a-14(a) of the Securities
                       Exchange Act of 1934.

          32.1         Certification of Brian P. Burns, Chairman of the Board,
                       President and Chief Executive Officer of BF Enterprises,
                       Inc., pursuant to 18 U.S.C. Section 1350.

          32.2         Certification of S. Douglas Post, Vice President,
                       Treasurer and Chief Financial Officer of BF Enterprises,
                       Inc., pursuant to 18 U.S.C. Section 1350.

             * Management contract or compensatory plan required to be filed
         herewith as an Exhibit pursuant to Item 601 of Regulation S-K.

         (b) Reports on Form 8-K.

                   The registrant filed a Form 8-K dated April 9, 2003,
         reporting the issuance, on April 4, 2003, of an earnings press release
         for the quarter and year ended December 31, 2002.



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<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 13, 2003           /s/ Brian P. Burns
                                 ----------------------------------
                                 Brian P. Burns
                                 Chairman of the Board, President
                                 and Chief Executive Officer
                                 (Duly Authorized Officer)


Date:  August 13, 2003           /s/ S. Douglas Post
                                 ----------------------------------
                                 S. Douglas Post
                                 Vice President, Treasurer and
                                 Chief Financial Officer
                                 (Principal Accounting Officer)




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