**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            have            reviewed this quarterly 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;                and  
      -  Disclosed                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; and   
    -  The            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; and  
      -  Any                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:                       August 12, 2005By:  /s/ S.                      Douglas Post  Vice                      President, Treasurer and Chief Financial                      Officer