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 March 31, 2004
 
 
 Commission file number 0-15932
 
 
 BF ENTERPRISES, INC.
 
 (Exact name of small business issuer as specified in its charter)
 DELAWARE
(State or other jurisdiction
of incorporation or organization)
94-3038456
(I.R.S. Employer
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 May 6, 2004:
 
 3,491,131 shares of $.10 par value Common Stock
  1 
 BF ENTERPRISES, INC. AND SUBSIDIARIES
 
 INDEX
  PART IFINANCIAL INFORMATION
PageItem 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 consolidated financial statements
7Item 2.Management's Discussion and Analysis of Financial Condition and
Results of Operations
11Item 3.Controls and Procedures
12PART II OTHER INFORMATIONItem 6.Exhibits and Reports on Form 8-K
13 
 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 construction of new homes, weakness in the market for commercial buildings in Tempe, Arizona, the leasing of the Companys Tempe commercial building in view of Bank Ones notification to the Company that it does not intend to exercise its option to renew its lease (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 PART I - FINANCIAL INFORMATION
 Item 1.   Financial Statements .
 BF ENTERPRISES, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except share amounts)
 March 31, 2004


December 31,2003(Unaudited)ASSETS:Cash and cash equivalents

$
14,291

$
14,036Marketable securities available for sale, at market value


619


651Mortgage loans receivable


1,565


1,672Other receivables


27


260Real estate rental property, net of accumulated depreciation


1,999


2,012Real estate inventory held for current saleand land held for future development


9,878


9,583Lease contract receivable


186


193Other assets


338


381TOTAL ASSETS

$
28,903

$
28,788LIABILITIES AND STOCKHOLDERS' EQUITY:Payables and accrued liabilities

$
421

$
479Deferred income taxes


859


793Total liabilities


1,280


1,272Stockholders' equity:Common stock, $.10 par valueAuthorized - 10,000,000 sharesIssued and outstanding -3,485,691 and 3,506,128 shares


349


351Capital surplus


13,223


13,402Retained earnings


14,080


13,953Accumulated other comprehensive loss


(29
)

(10
)Notes receivable from employees


--


(180
)Total stockholders' equity


27,623


27,516TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
28,903

$
28,788 The accompanying notes to consolidated financial statements
 are an integral part of these statements.
 3  BF ENTERPRISES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 (in thousands, except per share amounts)
 
 Three Months Ended
March 31,2004


2003Revenues:Real estate sales

$
303

$
7Real estate rental income


454


454Interest from mortgage loans


50


106Interest and dividends from marketable securities


27


34Other


--


11834


612Costs and Expenses:Cost of real estate sold


83


3Depreciation and amortization


24


24General and administrative


521


550628


577Income before gains from sales of securities and
provision for income taxes


206


35Gains from sales of securities


--


23Income before provision for income taxes


206


58Provision for income taxes


79


14Net income

$
127

$
44Net income per share:

Basic

Diluted


$.04
$ .04


$.01
$ .01Weighted average shares used in computing basic
net income per share


3,494


3,525Weighted average shares and equivalents used
in computing diluted net income per share


3,591


3,732 
 The accompanying notes to consolidated financial statements
 are an integral part of these statements.
 4 BF ENTERPRISES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
 (in thousands)
 Three Months Ended
March 31,2004


2003Common stock - shares:Balance at beginning of period


3,506


3,528Principal and interest payments on notes receivable from employees


(20
)

--Purchases of common stock


--


(8
)Balance at end of period


3,486


3,520Common stock  par value:Balance at beginning of period

$
351

$
353Principal and interest payments on notes receivable from employees


(2
)

--Purchases of common stock


--


(1
)Balance at end of period

$
349

$
352Capital surplus:Balance at beginning of period

$
13,402

$
14,180Principal and interest payments on notes receivable from employees  excess over par value


(179
)

--Purchases of common stock - excess over par value


--


(63
)Balance at end of period

$
13,223

$
14,117Retained earnings:Balance at beginning of period

$
13,953

$
13,682Net income


127


44Balance at end of period

$
14,080

$
13,726Accumulated other comprehensive income (loss):Balance at beginning of period

$
(10
)
$
16Unrealized losses from marketable equity securities, net of income taxes


(19
)

(22
)Less: reclassification adjustment for gains from sales of securities included in net income


--


(32
)Balance at end of period

$
(29
)
$
(38
)Notes receivable from employees:Balance at beginning of period

$
(180
)
$
(910
)Interest on notes received from employees


(1
)

(11
)Principal and interest payments


181


--Balance at end of period

$
--

$
(921
)Accumulated comprehensive income:Balance at beginning of period

$
13,943

$
13,698Net income


127


44Unrealized losses from marketable equity securities, net of income taxes


(19
)

(22
)Less: reclassification adjustment for gains from sales of securities included in net income


--


(32
)Comprehensive income for period


108


(10
)Balance at end of period

$
14,051

$
13,688
 The accompanying notes to consolidated financial statements
 are an integral part of these statements.
 5 BF ENTERPRISES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 (in thousands)
 Three Months Ended
March 31,2004


2003Cash flows from operating activities:Net income

$
127

$
44Adjustments to reconcile net income to net cash provided (used) by operating activities:Gains from sales of real estate


(220
)

(4
)Gains from sales of securities


--


(23
)Provision for deferred income taxes


79


15Net cash proceeds from sales of real estate


247


7Real estate development costs


(357
)

(242
)Reimbursement of real estate development costs


35


24Changes in certain assets and liabilities:Decrease in other receivables


233


58Decrease in lease contract receivable


7


--Decrease in payables and accrued liabilities


(58
)

(49
)Other, net


55


(20
)Total adjustments to net income


21


(234
)Net cash provided (used) by operating activities


148


(190
)Cash flows from investing activities:Principal payments on mortgage loans receivable


107


311Additions to mortgage loans receivable


--


(141
)Proceeds from sales of marketable equity securities


--


129Proceeds from maturities of marketable securities


--


2,988Purchases of marketable securities


--


(61
)Net cash provided by investing activities


107


3,226Cash flows from financing activities:Purchases of the Companys common stock


--


(64
)Net cash used by financing activities


--


(64
)Net increase in cash and cash equivalents


255


2,972Cash and cash equivalents at beginning of period


14,036


11,214Cash and cash equivalents at end of period

$
14,291

$
14,186Supplemental disclosure of non-cash investing activities:Tender or surrender of the Companys common stock for:Principal and interest payments on notes receivable from employees

$
181


--
 The accompanying notes to consolidated financial statements
 are an integral part of these statements.
 6BF ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   Note A - Interim Financial Information
 
 The accompanying consolidated financial statements of BF Enterprises, Inc. and its subsidiaries (collectively the "Company") 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 consolidated financial position of the Company at March 31, 2004, and the consolidated results of its operations and its consolidated cash flows for the three months ended March 31, 2004 and 2003. 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 consolidated 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, 2003 and in the Company's Form 10-QSB for the quarterly period ended March 31, 2003. The results for the three months ended March 31, 2004 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.
 
 Note C - Earnings Per Share
 
 Earnings per share data for the periods reported have been computed as follows (in thousands, except per share amounts):
 Three Months Ended
March 31,2004
2003Net Income
$ 127
$ 44Weighted average number of shares outstanding:Common stock
3,494
3,525Common stock equivalents  stock options
97
2073,591
3,732Income per share:
Basic - based on weighted average number of shares of common stock outstanding
$ .04
$ .01Diluted - based on weighted average numberof shares of common stock and common stock
equivalents outstanding
$ .04
$ .01 
 7
  Note D - Mortgage Loans Receivable
 
 In March 2002, the Companys Board of Directors authorized and approved the participation of the Company in certain mortgage loans (Loans), 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 nine participating interests (collectively, the Participating Interests) at March 31, 2004, were: $150,000 in each of five mortgage Loans, $200,000 in each of two Loans and two other Loans of $250,000 and $500,000, respectively. The Loans are for terms of 24 to 30 months with yields to the Company, net of a one-half percent administrative fee, ranging from 9.75% to 14.50% 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 March 31, 2004 was $1,565,000. All loans are currently performing and are being serviced in accordance with their terms. The Company may purchase more participating interests in Loans in the future.
 
 Note E - Real Estate Rental Property
 
 Real estate rental property consists of a 220,000 square foot office building located on 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 Bank 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. Contractual rental revenues from the lease with Bank One are $1,980,000 in 2004 and $330,000 in the two months ending February 28, 2005, the lease expiration date. On September 25, 2003, representatives of Bank One verbally advised the Company that Bank One did not intend to exercise its renewal option under the lease agreement. The Company is actively marketing the property for lease to prospective tenants.
 
 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 Sales and Land
 Held for Future Development
 
 Real estate inventory held for current sale and land held for future development consists primarily of approximately 90 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 substantially complete are considered to be held for future development. These assets were carried at a cost of $9,878,000 at March 31, 2004 and $9,583,000 at December 31, 2003. 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.
 8BF ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 
  Note G - 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, 2003, the Company purchased 7,693 shares of its common stock for an aggregate amount of $64,000. There were no such purchases during the three months ended March 31, 2004.
 
 In February 2004, two employees, both of whom are officers, repaid in full promissory notes issued in 2001 under the terms of the Companys stock option loan program. The notes, in the aggregate amount of $181,000, including $4,000 of accrued interest, were paid with the tender or surrender of 20,437 shares of the Companys common stock with a market value of $8.85 per share. The notes were repaid under their original terms.
 
 In April and May 2004, one of the Companys directors and the estate of a former director (the directors) exercised options for the purchase of an aggregate of 10,000 shares of the Companys common stock. In accordance with option agreements by and between each director and the Company, dated February 15, 2004, the directors tendered or surrendered 4,560 shares of the Companys common stock, with a market value of $8.50 per share, as payment of exercise costs aggregating $38,750.
 
 Note H  Stock-Based Compensation
 
 The Company accounts for stock-based employee compensation arrangements in accordance with provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and complies with the disclosure provisions of SFAS No. 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 net income per share. The Company currently uses the intrinsic value based method of accounting for stock-based compensation in accordance with APB 25 and related interpretations.
  9BF 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 consolidated net income and net income per share would have been reduced to the following pro forma amountsfor the periods ended March 31, 2004 and 2003 (in thousands, except per share amounts):
 Three Months Ended
March 31,2004


2003Net income

$
127

$
44Less: Total stock based employee compensation expense determined under fair value based method for all awards, net of related tax effects


21


27Pro Forma net income

$
106

$
17Net income per share:Basic:As reported

$
.04

$
.01Pro Forma

$
.03

$
.00Diluted:As reported

$
.04

$
.01Pro Forma

$
.03

$
.00 Note I  Subsequent Event
 
 On April 1, 2004, the Meadow Pointe II Community Development District (the District) issued $10,050,000 of District Revenue Refunding Bonds, Series 2004 (the Series 2004 Bonds.). The Series 2004 Bonds were issued i) to redeem the outstanding principal amount of the Meadow Pointe II Community Development District Capital Improvement Revenue Bonds, Series 1995 (the Series 1995 Bonds); ii) to pay for the construction of certain recreational facilities within the District; iii) to pay the cost of issuance of the Series 2004 Bonds; and iv) to reduce the annual assessments on properties within the District in view of the improved creditworthiness of the District and the favorable interest rate climate. The Series 2004 Bonds bear interest at rates ranging from 2% to 4.6% per annum.
 
 At March 31, 2004, approximately $1,870,000 of the Series 1995 Bonds encumbered the Companys multifamily and commercial properties, requiring an annual assessment of approximately $240,000. Following the issuance of the Series 2004 Bonds, approximately $ 1,750,000 encumbered the multifamily and commercial properties, requiring an annual assessment payment of approximately $180,000.
  10   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 construction of new homes, weakness in the market for commercial buildings in Tempe, Arizona, the leasing of the Companys Tempe commercial building in view of Bank Ones notification to the Company that it does not intend to exercise the option to renew its lease (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 $127,000 and $44,000 in the three months ended March 31, 2004 and 2003, respectively, included gains of $220,000 and $4,000, respectively, from sales of properties within the Companys Meadow Pointe project near Tampa, Florida (Meadow Pointe) and, in the 2003 period, gains of $23,000 from sales of securities. 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.
 
 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. The Company sold 55 developed lots at Meadow Pointe during the three months ended March 31, 2004 and one developed lot during the same period of 2003. The decreased sales activity in the 2003 period reflected delays in permitting and lot development. As of March 31, 2004, there remained to be sold at Meadow Pointe, based on current estimates, 73 residential lots, approximately 29 developable acres currently planned for multifamily residential units and three commercial tracts aggregating approximately 24 developable 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 accounted for $50,000 and $106,000 of revenues in the three months ended March 31, 2004 and 2003, respectively. The decrease in 2004 was due to the repayment of seven of the sixteen loans outstanding at March 31, 2003,
 
 General and administrative expenses in the three months ended March 31, 2004 were $29,000 lower than in the comparable period in 2003, due principally to a decrease in the cost of professional services.
 
 
 11 Liquidity and Capital Resources
 
 At March 31, 2004, the Company held $14,910,000 in cash, cash equivalents and marketable securities, which, together with $1,565,000 in participating interests in mortgage loans with terms of two to three years, aggregated $16,475,000. Short-term and long-term liabilities at the same date were $1,280,000 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 Unaudited Consolidated 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 financings were used to construct infrastructure improvements necessary for the development and sale of lots at Meadow Pointe. The districts may require additional financings from time to time; however, as the Companys ownership of land within the districts diminishes with further lot sales, the potential impact on the Company is reduced accordingly (see Note I of Notes to Unaudited Consolidated Financial Statements).
 
 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 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
 
 The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Companys reports under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that the information is accumulated and communicated to the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation and subject to the foregoing, the Companys Chief Executive Officer and Chief Financial Officer concluded that the design and operation of the Companys disclosure controls and procedures provided reasonable assurance that the disclosure controls and procedures are effective to accomplish their objectives.
  There have been no significant changes in the Companys internal control over financial reporting during the Companys most recently completed fiscal quarter that could significantly affect internal control over financial reporting subsequent to the date the Company carried out its evaluation.
 
 
 
 12 
 
 PART II - OTHER INFORMATION
 
  Item 6.   Exhibits and Reports on Form 8-K .
 
 
 (a) Exhibit
 Number   Description
 
 
 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.
 
 (b)  Reports on Form 8-K.
 
 The registrant furnished a Form 8-K dated April 6, 2004, reporting the issuance, on April 5, 2004, of an earnings press release for the quarter and year ended December 31, 2003.
 
 
 
 
 13 
 
 
 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.**Date: May 10, 2004
By:
/s/ Brian P. BurnsChairman of the Board, President and Chief Executive Officer
 **BF ENTERPRISES, INC.**Date: May 10, 2004
By:
/s/ S. Douglas PostVice President, Treasurer and Chief Financial Officer
 
 
 14