SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                 ------------------------------------


                              FORM 10-Q
(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, 1997, or

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

    For the transaction period from _____________ to __________________

                 ------------------------------------


                    Commission file number 0-15932

                           BF ENTERPRISES, INC.
       (Exact name of registrant 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)      (Zip Code)

       Registrant's telephone number, including area code (415) 989-6580

                    ------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 6, 1997:

             3,698,693 shares of $.10 par value Common Stock


<PAGE>


                BF ENTERPRISES, INC. AND SUBSIDIARIES

                              I N D E X
                                                                      Page
                                                                      ----

PART I   FINANCIAL INFORMATION

 Item 1.  Financial Statements

          -   Consolidated statements of financial position.............3

          -   Consolidated statements of income.........................4
 
          -   Consolidated statements of stockholders' equity ..........5

          -   Consolidated statements of cash flows ....................6

          -   Notes to financial statements ............................7

   Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations .................................10



PART II   OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K ..........................12












                                      2
<PAGE>


                      PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                    BF ENTERPRISES, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
                   (in thousands, except per share amounts)
<TABLE>
<CAPTION>



                                                           March 31,     December 31,
                                                             1997           1996
                                                             ----           ----
<S>                                                   <C>             <C> 

ASSETS:
  Cash and cash equivalents                                $ 5,378         $ 5,098
  Marketable securities                                        153              40
  Receivables                                                   84             119
  Mortgage loans                                               153             100
  Real estate rental property, net of depreciation           2,357           2,369
  Real estate inventory held for current sale
   and land held for future development                     11,245          11,179
  Other real estate                                            132             132
  Lease contract receivable                                    481             363
  Other assets                                                 563             501
                                                           -------         -------
TOTAL ASSETS                                              $ 20,546        $ 19,901
                                                           -------         -------
                                                           -------         -------

LIABILITIES AND STOCKHOLDERS' EQUITY:
  Payables and accrued liabilities                        $  2,137        $  2,141
  Subordinated debentures, unmatured                           805             805
                                                           -------         -------
  Total liabilities                                          2,942           2,946
                                                           -------         -------

  Stockholders' equity:
    Common stock, $.10 par value
      Authorized - 10,000,000 shares
      Issued and outstanding -
        3,703,893 and 3,733,893 shares                         370             373
    Capital surplus                                         16,885          17,078
    Retained earnings (deficit)                                313            (532)
    Net unrealized gains from marketable equity securities      36              36
                                                           -------         -------
  Total stockholders' equity                                17,604          16,955
                                                           -------         -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $ 20,546        $ 19,901
                                                           -------         -------
                                                           -------         -------
</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, 
                                                              --------------------
                                                              1997            1996
                                                              ----            ----
<S>                                                    <C>             <C>   

Revenues:
  Real estate sales                                          $ 995         $   506
  Real estate rental income                                    457             454
  Interest and dividends                                        64              69
  Other                                                          6               5
                                                            ------          ------
                                                             1,522           1,034
                                                            ------          ------
Costs and Expenses:
  Cost of real estate sold                                     252             124
  Depreciation and amortization                                 24              26
  Interest on subordinated debentures                           14              14
  General and administrative                                   387             353
                                                            ------          ------
                                                               677             517
                                                            ------          ------
Income before income taxes                                     845             517
Provision for income taxes                                      --              --
                                                            ------          ------
Net income                                                   $ 845           $ 517
                                                            ------          ------
                                                            ------          ------
Net income per share                                         $ .21          $  .13
                                                            ------          ------
                                                            ------          ------

</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, 
                                                                  1997          1996
                                                                  ----          ----
<S>                                                      <C>            <C>    

Common stock:

  Beginning of period                                          $   373       $   375

  Purchases of common stock - par value                             (3)           --
                                                               -------       -------
  End of period                                                $   370        $  375
                                                               -------       -------
                                                               -------       -------
Capital surplus:

  Beginning of period                                          $17,078       $17,208

  Purchases of common stock - excess over par value               (193)          (12)
                                                                -------       -------
  End of period                                                $16,885       $17,196
                                                               -------       -------
                                                               -------       -------

Retained earnings (deficit):

  Beginning of period                                           $ (532)      $(2,669)

  Net income                                                       845           517
                                                                ------       -------
  End of period                                                $   313       $(2,152)
                                                               -------       -------
                                                               -------       -------
Net unrealized gains from
marketable equity securities:

  Beginning of period                                         $     36      $    (47)

  Gain during period                                                --           149
                                                               -------       -------
  End of period                                               $     36      $    102
                                                               -------       -------
                                                               -------       -------

</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, 
                                                                        -------------------
                                                                        1997            1996
                                                                        ----            ----
<S>                                                              <C>           <C>  

Cash flows from operating activities:
  Net income                                                         $    845      $    517
  Adjustments to reconcile net income to net cash provided or used
    by operating activities:
      Gains from sales of real estate                                    (743)         (382)
      Net cash proceeds from sales of real estate                         583           340
      Real estate development costs                                      (293)          (68)
      Reimbursement of real estate development costs                      311           190
      Changes in certain assets and liabilities:                                                    
       Decrease (increase) in receivables                                  35           (53)
       Increase in lease contract receivable                             (118)          (91)
       Decrease in payables and accrued liabilities                        (8)         (216)
       Other, net                                                          50          (199)
                                                                      -------       -------
       Total adjustments to net income                                   (183)         (479)
                                                                      -------       -------
       Net cash provided  by operating activities                         662            38

Cash flows from investing activities:
  Purchases of marketable securities                                     (113)           --
                                                                       -------       -------
   Net cash used by investing activities                                 (113)           --

Cash flows from financing activities:
  Reductions in subordinated debentures                                   (73)         (114)
  Purchases of the Company's common stock                                (196)          (12)
                                                                       -------       -------
   Net cash used by financing activities                                 (269)         (126)
                                                                       -------       -------

Net increase (decrease) in cash and cash equivalents                      280           (88)
Cash and cash equivalents at beginning of period                        5,098         4,668
                                                                       -------       -------
Cash and cash equivalents at end of period                            $ 5,378       $ 4,580
                                                                       ------        -------
                                                                       ------        -------

Supplemental disclosures of cash flow information:
  Cash paid during the period for interest (net of amount capitalized) $   14       $    14
                                                                       ------       -------
                                                                       ------       -------
</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-K for the year ended
December 31, 1996.

Note B - New Accounting Pronouncement

In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting No. 128, "Earnings Per Share" (SFAS 128).  SFAS 128
requires the disclosure of basic earnings per share and modifies existing
guidance for computing fully diluted earnings per share.  Under the new
standard, basic earnings per share is computed as earnings divided by weighted
average shares, excluding the dilutive effects of stock options and other
potentially dilutive securities.  The effective date of SFAS 128 is
December 15, 1997 and early adoption is not permitted.  The Company intends to
adopt SFAS 128 during the three months and year ended December 31, 1997.
Had the provisions of SFAS 128 been applied to the Company's results of
operations for the three months ended March 31, 1997 and 1996, the Company's
basic earnings per share would have been $.23 and $.14 per share,
respectively, and its diluted earnings per share would have been $.21 and $.13
per share, respectively.

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,
1996, contractual rental revenues from the lease with Bank One are projected as
follows:

                    1997                  $1,628,000
                    1998                   1,707,200
                    1999                   1,826,000

                                   7

<PAGE>

                  BF ENTERPRISES, INC. AND SUBSIDIARIES

                 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)




                    2000                   1,848,000
                    2001                   1,936,000
                    2002 and after         6,239,200

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 552 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 $11,245,000 at March 31,
1997 and $11,179,000 at December 31, 1996, which the Company believes was less
than their fair value.

Note E - 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 arises 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 Company's request
for refund was denied and the action described above was filed.  The Court has
set the matter for trial in June 1997.  The amount of the Company's payment to
the FTB, after reimbursement by the Company's predecessor of the related federal
and state income tax benefits, was approximately $400,000.

At March 31, 1997, the Company had available for federal income tax purposes
unused operating loss carryfowards of approximately $10,500,000.




                                  8
<PAGE>

                   BF ENTERPRISES, INC. AND SUBSIDIARIES

                NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


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, 1997, the Company
purchased 30,000 shares of its common stock for an aggregate amount of $196,000.
During the three months ended March 31, 1997, the Company purchased 2,400
shares of its common stock for an aggregate amount of $12,000.






























                                   9
<PAGE>

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

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

   Net income of $845,000 and $517,000 in the three months ended March 31, 1997
and 1996 respectively, included gains of $743,000 and $382,000 from sales of
property within the Company's Meadow Pointe project near Tampa, Florida.  The
Company sold 79 developed residential lots at Meadow Pointe during the three
months ended March 31, 1997, which represented a 44% increase over the number
of lots sold during the same period of 1996. In the 1997 period, the Company
also sold a two-acre church site and a one-acre day care center site at Meadow
Pointe.

   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 $64,000 and $69,000 of
revenues in the three months ended March 31, 1997 and 1996, respectively.  The
decrease in 1997 was due to a slight decline in yield on the Company's
investments.  

   General and administrative expenses in the three months ended March 31, 1997
were $34,000 higher than in the comparable period in 1996, due principally to
higher employee compensation expenses and higher professional fees.

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

   At March 31, 1997 the Company held $5,531,000 in cash, cash equivalents and
marketable securities as compared to $2,942,000 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).

   The Company's business plan calls for substantial expenditures during the
next several years relating to the planned development of Meadow Pointe.  The
Company anticipates that these expenditures will be financed with funds raised
from capital improvement revenue bonds issued by the two community development
districts and cash generated from operations and cash and cash equivalents on
hand.


                                   10
<PAGE>

                     PART II - OTHER INFORMATION
 

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

             (a)         Exhibits.

         Exhibit
         Number
         ------

          11       Statement re computation of per share earnings.

         (b)       Reports on Form 8-K.

                   The registrant did not file any reports on Form 8-K during
the period covered by this report.

                               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, there unto duly authorized.

                                     BF ENTERPRISES, INC.
                                     (Registrant)


Date:  May  7, 1997                  /s/ John M. Price                 
                                     ---------------------------
                                     John M. Price
                                     Senior Vice President,
                                     Secretary, Treasurer and
                                     General Counsel
                                     (Duly Authorized Officer)


Date:  May  7, 1997                  /s/ S. Douglas Post               
                                     ---------------------------
                                     S. Douglas Post
                                     Vice President and Controller
                                     (Principal Accounting Officer)



                                       11
<PAGE>