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 September 30, 2002



                         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 November 11, 2002:

      3,533,039 shares of Common Stock, $.10 par value per share




<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 ....................10

   Item 3.    Controls and Procedures.................................12


PART II  OTHER INFORMATION

   Item 6.    Exhibits and Reports on Form 8-K .......................13

   BF Enterprises, Inc. (the "Company") and its representatives may from time
to time make written or oral forward-looking statements with respect to
long-term goals 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, 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.
              ---------------------
<TABLE>

                                                 BF ENTERPRISES, INC. AND SUBSIDIARIES
                                                      CONSOLIDATED BALANCE SHEETS
                                                 (in thousands, except share amounts)
<CAPTION>


                                                                                   September 30,   December 31,
                                                                                       2002            2001
                                                                                       ----            ----
                                                                                   (Unaudited)
<S>                                                                        <C>                  <C>

ASSETS:

   Cash and cash equivalents                                                        $ 10,125        $ 14,890

   Marketable securities, at market value                                              6,163           2,736

   Mortgage loans receivable                                                           2,240              --

   Other receivables                                                                      61             193


   Real estate rental property, net of depreciation                                    2,076           2,114

   Real estate inventory held for current sale
      and land held for future development                                             7,349           8,431

   Lease contract receivable                                                             389             492

   Other assets                                                                          405             272
                                                                                      -------        -------
TOTAL ASSETS                                                                        $ 28,808        $ 29,128
                                                                                    ========        ========


LIABILITIES AND STOCKHOLDERS' EQUITY:

   Payables and accrued liabilities                                                 $    450        $    711

   Deferred income taxes                                                                 978             734
                                                                                     -------         -------
Total liabilities                                                                      1,428           1,445
                                                                                     -------         -------
   Stockholders' equity:
     Common stock, $.10 par value
       Authorized - 10,000,000 shares
       Issued and outstanding -
         3,533,039 and 3,624,639 shares                                                  353             362

     Capital surplus                                                                  14,226          15,010

     Retained earnings                                                                13,654          12,776

     Accumulated other comprehensive income                                               52             445

     Notes receivable from employees                                                    (905)           (910)
                                                                                     -------         -------
   Total stockholders' equity                                                         27,380          27,683
                                                                                     -------         -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $ 28,808        $ 29,128
                                                                                    ========        ========
</TABLE>


                 The accompanying notes to 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)
<TABLE>
<CAPTION>


                                                                     Three Months Ended          Nine Months Ended
                                                                        September 30,               September 30,
                                                                        -------------              -------------
                                                                     2002          2001           2002          2001
                                                                     ----          ----           ----          ----
<S>                                                             <C>           <C>          <C>         <C>

Revenues:

    Real estate sales                                               $  86         $  669        $ 1,248     $ 6,548

    Real estate rental income                                         454            454          1,361       1,361

    Interest and dividends from marketable securities                  63            136            202         253

    Interest from mortgage loans                                       55             --             74          --

    Other                                                              11             30             30          32
                                                                    -----          -----          -----       -----
                                                                      669          1,289          2,915       8,194
                                                                    -----          -----          -----       -----

 Costs and Expenses:

    Cost of real estate sold                                           25            175            332       3,575

    Depreciation and amortization                                      24             24             72          72

    General and administrative                                        515            557          1,526       1,447
                                                                    -----          -----          -----       -----
                                                                      564            756          1,930       5,094
                                                                    -----          -----          -----       -----

                                                                      105            533            985       3,100

Gains from sales of securities                                         --             --            454          --
                                                                    -----          -----          -----       -----
Income before income taxes                                            105            533          1,439       3,100

Provision for income taxes                                             32            263            561       1,222
                                                                    -----          -----          -----       -----
Net income                                                         $   73         $  270         $  878      $1,878
                                                                   ======          =====          =====      ======
Net income per share:

Basic                                                               $ .02          $ .08          $ .25       $ .54
                                                                    =====          =====          =====       =====
Diluted                                                             $ .02          $ .07          $ .23       $ .49
                                                                    =====          =====          =====       =====

Weighted average shares used in computing basic
     net income per share                                           3,536          3,589          3,569       3,484

Weighted average shares and equivalents used
     in computing diluted net income per share                      3,745          3,827          3,780       3,800

</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>

                                                                                             Nine Months Ended
                                                                                               September 30,
                                                                                               -------------
                                                                                            2002           2001
                                                                                            ----           ----
<S>                                                                                  <C>              <C>

Common stock:
   Balance at beginning of period                                                        $   362        $   343

   Purchases of common stock - par value                                                      (9)            (1)

   Exercise of stock option - par value                                                       --             18
                                                                                         -------        -------

   Balance at end of period                                                             $    353        $   360
                                                                                        ========       ========

Capital surplus:
   Balance at beginning of period                                                       $ 15,010       $ 14,256

   Purchases of common stock - excess over par value                                        (784)          (167)

   Exercise of stock option - excess over par value                                           --            432

   Benefit for income taxes from exercise of stock option                                     --            367
                                                                                         --------       -------

   Balance at end of period                                                             $ 14,226       $ 14,888
                                                                                        ========       ========

Retained earnings:
   Balance at beginning of period                                                       $ 12,776       $ 10,937

   Net income                                                                                878          1,878
                                                                                         -------       --------
   Balance at end of period                                                             $ 13,654       $ 12,815
                                                                                        ========       =========
Accumulated other comprehensive income:
    Balance at beginning of period                                                      $    445       $    420

    Unrealized losses from marketable equity securities,
     net of income taxes                                                                    (177)           (82)

    Less: reclassification  adjustment for gains from
     sales of securities included in net income                                             (216)            --
                                                                                         -------        -------
    Balance at end of period                                                            $     52        $   338
                                                                                        ========       ========

Notes receivable from employees:
    Balance at beginning of period                                                      $   (910)       $    --

    Notes issued                                                                              --           (746)

    Interest on notes                                                                        (33)           (10)

    Interest payments                                                                         38             --
                                                                                        --------        -------
    Balance at end of period                                                            $   (905)          (756)
                                                                                        ========        ========

Accumulated comprehensive income:
    Balance at beginning of period                                                      $  13,221     $  11,357
                                                                                        ---------     ---------
    Net income                                                                                878         1,878

    Unrealized losses from marketable equity securities,
     net of income taxes                                                                     (177)          (82)

     Less: reclassification adjustment for gains from sales of
      securities included in net income                                                      (216)           --
                                                                                          -------       -------
    Comprehensive income for period                                                           485         1,796
                                                                                          -------       -------
    Balance at end of period                                                            $  13,706     $  13,153
                                                                                        =========     =========
</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>

                                                                                               Nine Months Ended
                                                                                                  September 30,
                                                                                                  -------------
                                                                                                2002          2001
                                                                                                ----          ----
<S>                                                                                      <C>          <C>

Cash flows from operating activities:
 Net income                                                                                  $   878       $ 1,878

Adjustments to reconcile net income to net cash provided
 by operating activities:
 Gains from sales of real estate                                                                (916)       (2,973)
 Gains from sales of securities                                                                 (454)           --
 Provision for deferred income taxes                                                             511         1,158
 Net cash proceeds from sales of real estate                                                   1,022         7,261
 Real estate development costs                                                                  (401)       (1,903)
 Reimbursement of real estate development costs                                                1,341         6,162

 Changes in certain assets and liabilities:
  Decrease in other receivables                                                                  132            44
  Decrease in lease contract receivable                                                          103            86
  Increase in deferred tax assets                                                                 --          (233)
  Increase (decrease) in payables and accrued liabilities                                       (213)            7
  Other, net                                                                                     (77)          138
                                                                                             -------       -------
  Total adjustments to net income                                                              1,048         9,747
                                                                                             -------       -------
  Net cash provided by operating activities                                                    1,926        11,625
                                                                                             -------       -------

Cash flows from investing activities:
 Proceeds from sales of marketable equity securities                                           1,083            --
 Principal payments on marketable debt securities                                                883            --
 Purchases of marketable securities                                                           (5,576)         (244)
 Sale of mortgage loan                                                                           150            --
 Principal payments on mortgage loans                                                             21            --
 Additions to mortgage loans receivable                                                       (2,411)           --
 Issuance of notes receivable by employees                                                        --          (314)
 Proceeds from sale of investment in partnership                                                  --           901
 Investment in partnership, net                                                                   --            26
                                                                                             -------       -------
  Net cash provided (used) by investing activities                                            (5,850)          369
                                                                                             -------       -------
Cash flows from financing activities:
 Reductions in subordinated debentures included in payables and accrued liabilities              (48)          (34)
 Purchases of the Company's common stock                                                        (793)         (168)
 Proceeds from exercise of stock option                                                           --            18
                                                                                             -------       -------
  Net cash used by financing activities                                                         (841)         (184)
                                                                                             -------       -------

Net increase (decrease) in cash and cash equivalents                                          (4,765)       11,810
Cash and cash equivalents at beginning of period                                              14,890         4,028
                                                                                             -------       -------
Cash and cash equivalents at end of period                                                  $ 10,125      $ 15,838
                                                                                            ========      ========

Supplemental disclosures of cash flow information:
 Cash paid during the period for federal and state income taxes                             $     68      $    293

Supplemental disclosure of non-cash financing activities:
 Notes receivable from exercises of stock option                                                  --           432
 Tax benefit from exercises of stock options                                                      --           367
</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 to present fairly the
financial position of the Company at September 30, 2002, and the results of its
operations for the three and nine months ended September 30, 2002 and 2001, and
its cash flows for the nine months ended September 30, 2002 and 2001. 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, 2001 and
in the Company's Form 10-QSB for the quarterly period ended September 30, 2001.
The results for the three and nine months ended September 30, 2002 are not
necessarily indicative of the results that will be achieved 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):
<TABLE>
<CAPTION>

                                                                        Three Months Ended           Nine Months Ended
                                                                           September 30,               September 30,
                                                                           ------------                -------------
                                                                         2002          2001         2002          2001
                                                                         ----          ----         ----          ----
<S>                                                                   <C>        <C>           <C>         <C>

Net Income                                                               $ 73          $ 270        $ 878        $1,878
                                                                         ====          =====        =====        ======

Weighted average number of shares outstanding:

Common stock                                                            3,536          3,589        3,569        3,484

Common stock equivalents -
  stock options                                                           209            238          211          316
                                                                         ----           ----         ----         ----
                                                                        3,745          3,827        3,780        3,800
                                                                        =====          =====        =====        =====

Net income per share:

 Basic - based on weighted average number
 of shares of common stock outstanding                                  $ .02          $ .08        $ .25        $ .54
                                                                        =====          =====        =====        =====
 Diluted - based on weighted average number
 of shares of common stock and common stock
 equivalents outstanding                                                $ .02          $ .07        $ .23        $ .49
                                                                        =====          =====        =====        =====
</TABLE>

                                         7
<PAGE>





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


Note D - Mortgage Loans Receivable

In March 2002, the Board of Directors authorized and approved the participation
of the Company in certain mortgage loans with Graham Mortgage Corporation, a
Texas corporation ("Graham Mortgage"). During the nine months ended September
30, 2002, the Company agreed to purchase participating interests of $150,000
in each of thirteen mortgage loans, $200,000 in each of two loans and $300,000
in one other. At September 30, 2002, the Company had advanced funds aggregating
$2,411,000 under the terms of these loan agreements, and received $21,000
in principal payments. In July 2002, the Company's participation in one of the
mortgage loans was sold at par in the amount of $150,000. In October 2002, the
Company agreed to increase its participation in six of the loans by an aggregate
of $900,000, $100,000 in each of three loans and $200,000 in each of three
others. Also in October 2002, the Company agreed to purchase a participating
interest of $200,000 in an additional mortgage 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 14.5% per annum, and are secured by
First Deeds of Trust in real property. The Company may purchase more
participating interests in mortgage loans in the future.

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, 2001 contractual rental revenues from the lease with Bank One are $1,953,600
in 2002, $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 109 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 $7,349,000 at September 30, 2002 and $8,431,000 at December
31, 2001. The Company believes that the current fair value of these assets is
greater than their carrying value.


                                   8

<PAGE>


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


It is the Company's policy to review and update its projections on the Meadow
Pointe project on a periodic basis. Periodic cumulative adjustments to cost of
sales are made to reflect the results of these reviews. As a result, gross
margins and related percentages, derived on a period-to-period basis, may not be
directly comparable.

Note G - Stockholders' Equity

From time to time, the Company purchases shares of its common stock, primarily
in the open market. During the nine months ended September 30, 2002, the Company
purchased 91,600 shares of its common stock for an aggregate amount of $793,000,
of which 60,000 shares were purchased from an officer and director of the
Company for $525,000. During the nine months ended September 30, 2001, the
Company purchased 19,400 shares of its common stock for an aggregate amount of
$168,000.

Note H - Quarterly Accumulated Other Comprehensive Income

The components of accumulated other comprehensive income for the three months
ended September 30, 2002 and 2001 are as follows:
<TABLE>
<CAPTION>


                                                                            Three months ended
                                                                               September 30,
                                                                               -------------
                                                                              2002           2001
                                                                              ----           ----
<S>                                                                     <C>            <C>

Balance at beginning of period                                             $   244        $   289
Unrealized gains (losses) from marketable equity
 securities, net of income taxes                                              (192)            49
                                                                           -------        -------
Balance at end of period                                                   $    52        $   338
                                                                           =======        =======
</TABLE>



The components of accumulated other comprehensive income for the nine months
ended September 30, 2002 and 2001 are presented in the Consolidated Statements
of Stockholders' Equity.


                                     9


<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 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, 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.


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

   Net income of $73,000 and $878,000 in the three months and nine months ended
September 30, 2002, respectively, included (1) gains, before income taxes, of
$61,000 and $916,000, respectively, from sales of property within the Company's
Meadow Pointe project near Tampa, Florida and (2) gains from sales of securities
of $454,000 in the nine month period. In the three months and nine months ended
September 30, 2001, net income of $270,000 and $1,878,000 included gains of
$494,000 and $2,973,000 respectively, from sales of Meadow Pointe property.
Gains from Meadow Pointe property sales in the 2001 periods include a gain,
before income taxes, of $2,231,000 from the sale in June 2001 of an undeveloped
commercial tract in which the Company received approximately $10,000,000, net of
closing costs.

   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 cumulative adjustments to reflect any revised
estimates. Cumulative adjustments resulting from changes in estimates of sales
revenue and related timing, interest rates and other factors affecting the


                                 10
<PAGE>


project budget, were made during the first half of both 2002 and 2001.  These
adjustments, reflecting changes occurring during these periods, resulted in
aggregate reductions in revenue and costs that reduced net income by $33,000 in
the nine months ended September 30, 2002 and by $1,476,000 in the same period
of 2001. As a result of recording cumulative 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
strength of the general economy in the Tampa area, mortgage interest rates,
competitive residential and commercial developments and other factors related
to the local Tampa real estate market. The Company sold, respectively, 14 and
176 developed lots at Meadow Pointe during the three months and nine months
ended September 30, 2002 as compared to 84 and 344 lots, respectively, in the
same periods of 2001. The decreased sales activity in the 2002 periods reflects
(1) a significant decline in lots available for sale as the project nears
completion and (2) delays in lot construction due to heavy rains in the Tampa
area during the third quarter of 2002. As of September 30, 2002, there remained
to be sold at Meadow Pointe, based on current estimates, approximately 259
residential lots, land currently planned for 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 and dividends from marketable securities accounted for $63,000 and
$202,000 of revenues in the three months and nine months ended September 30,
2002, respectively, and $136,000 and $253,000 in comparable periods in 2001. The
decrease in the 2002 periods was due to a decline in interest rates.

   General and administrative expenses in the three months and nine months ended
September 30, 2002 were respectively, $42,000 lower and $79,000 higher than in
the comparable periods in 2001, due principally to higher legal fees in the
three month period of 2001 relating to the sale in September 2001 of the
Company's interest in a limited liability company, and to increases in the cost
of employee health benefits and professional services in the nine month period
of 2002.

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

   At September 30, 2002, the Company held $16,288,000 in cash, cash equivalents
and marketable securities, as compared to $1,428,000 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 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
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. Neither district anticipates the need for any
additional financing.


                                 11

<PAGE>



   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 and 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 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.  Control and Procedures
         ----------------------

     Within the ninety (90) days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. 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. There have been no significant
changes in the Company's internal controls or in other factors which could
significantly affect internal controls subsequent to the date the Company
carried out its evaluation.




                                12

<PAGE>





                           PART II - OTHER INFORMATION


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

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

              99.1    Certification required by the Chief Executive Officer
                      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

              99.2    Certification required by the Chief Financial Officer
                      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          (b) Reports on Form 8-K.

              The registrant filed a Form 8-K dated June 19, 2002, as
amended on Form 8-K/A on June 20, 2002 (Amendment No. 1) and Form 8-K/A on July
3, 2002, (Amendment No. 2) reporting the dismissal of Arthur Andersen LLP as the
Company's independent public accountants and the subsequent engagement of Ernst
& Young LLP to serve as the Company's independent public accountants for the
fiscal year 2002, beginning with a review of the Company's Form 10-QSB for the
period ending June 30, 2002.



                                  13


<PAGE>






                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                  BF ENTERPRISES, INC.
                                  (Registrant)


Date:  November 14, 2002          /s/ Brian P. Burns
                                  ----------------------------------
                                  Brian P. Burns
                                  Chairman of the Board, President
                                  and Chief Executive Officer
                                  (Duly Authorized Officer)


Date:  November 14, 2002          /s/ S. Douglas Post
                                  ----------------------------------
                                  S. Douglas Post
                                  Vice President, Treasurer and
                                  Chief Financial Officer
                                  (Principal Accounting Officer)




                           14
<PAGE>

                                 CERTIFICATIONS
                                 --------------

I, Brian P. Burns, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of BF Enterprises, Inc.
(the "Registrant");

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the Registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the Registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the audit committee of
the Registrant's board of directors (or persons performing the equivalent
function):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the Registrant's ability to
         record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the Registrant's
         internal controls; and


                                      15
<PAGE>



6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:     November 14, 2002                    /s/ Brian P. Burns
                                               --------------------------
                                               Brian P. Burns
                                               Chairman, President and
                                               Chief Executive Officer






                                   16
<PAGE>



                                 CERTIFICATIONS
                                 --------------


I, S. Douglas Post, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of BF Enterprises, Inc.
(the "Registrant");

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the Registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the Registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the audit committee of
the Registrant's board of directors (or persons performing the equivalent
function):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the Registrant's ability to
         record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weaknesses in
         internal controls; and


                                       17
<PAGE>




         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the Registrant's
         internal controls; and


6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 14, 2002                 /s/ S. Douglas Post
                                        -------------------------
                                        S. Douglas Post
                                        Vice President, Treasurer and
                                        Chief Financial Officer








                                   18