SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

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


                               FORM 10-QSB
(Mark One)

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

For the quarterly period ended September 30, 2000, or

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

     For the transition period from _____________ to __________________

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


                        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) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 November 2, 2000:

             3,434,839 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 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 ...................................11



PART II       OTHER INFORMATION

   Item 1.    Legal Proceedings.............................................14

   Item 6.    Exhibits and Reports on Form 8-K .............................14













                                        2

<PAGE>



                          PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.
         --------------------



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


                                                                 September 30,         December 31,
                                                                     2000                 1999
                                                                 ------------          -----------

<S>                                                         <C>                 <C>

ASSETS:
   Cash and cash equivalents                                     $  5,132              $  3,575
   Marketable securities, at market value                           1,234                   815
   Receivables                                                         64                   223
   Real estate rental property, net of depreciation                 2,178                 2,216
   Real estate inventory held for current sale
    and land held for future development                           15,801                17,034
   Lease contract receivable                                          622                   652
   Investment in partnership                                          768                    83
   Deferred tax assets                                                155                   153
   Other assets                                                       332                   389
                                                                 --------              --------
TOTAL ASSETS                                                     $ 26,286              $ 25,140
                                                                 --------              --------
                                                                 --------              --------

LIABILITIES AND STOCKHOLDERS' EQUITY:
   Payables and accrued liabilities                              $     656             $    981
                                                                 ---------             --------
   Stockholders' equity:
     Common stock, $.10 par value
       Authorized - 10,000,000 shares
       Issued and outstanding -
         3,445,939 and 3,450,599 shares                                345                   345
     Capital surplus                                                14,344                14,376
     Retained earnings                                              10,520                 9,215
     Other accumulated comprehensive income                            421                   223
                                                                   -------               -------

   Total stockholders' equity                                       25,630                24,159
                                                                  --------              --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 26,286              $ 25,140
                                                                  --------              --------
                                                                  --------              --------

</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              Nine Months Ended
                                                                          September 30,                   September 30,
                                                                      -------------------            --------------------
                                                                      2000           1999            2000           1999
                                                                      ----           ----            ----           ----
<S>                                                          <C>             <C>              <C>           <C>

Revenues:
    Real estate sales                                              $  631         $ 1,007         $ 1,450        $ 2,862
    Real estate rental income                                         456             460           1,370          1,381
    Interest and dividends                                             80              64             201            164
    Other                                                               4              11              64             51
                                                                    -----           -----           -----          -----
                                                                    1,171           1,542           3,085          4,458
                                                                    -----           -----           -----          -----
 Costs and Expenses:
    Cost of real estate sold                                          161             165             383            601
    Depreciation and amortization                                      24              24              72             72
    Interest on subordinated debentures                                --              12              --             37
    General and administrative                                        411             485           1,325          1,427
                                                                    -----           -----           -----          -----
                                                                      596             686           1,780          2,137
                                                                    -----           -----           -----          -----
Income before income taxes                                            575             856           1,305          2,321
Benefit for income taxes                                               --              --              --           (656)
                                                                    -----           -----           -----         ------
Net income                                                         $  575          $  856          $1,305         $2,977
                                                                    -----           -----          ------         ------
                                                                    -----           -----          ------         ------
Net income per share:
        Basic                                                      $  .17          $  .24          $  .38         $  .84
                                                                   ------          ------          ------         ------
                                                                   ------          ------          ------         ------
        Diluted                                                    $  .15          $  .22          $  .35         $  .76
                                                                   ------          ------          ------         ------
                                                                   ------          ------          ------         ------

Average shares used in computing basic
     net income per share                                           3,446           3,496           3,447         3 ,526
Average shares and equivalents used in
computing diluted net income per share                              3,764           3,828           3,759         3,891


</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,
                                                                                             ------------------


                                                                                           2000                1999
                                                                                           ----               -----
<S>                                                                              <C>                    <C>

Common stock:
   Beginning of period                                                                  $   345            $    358
   Purchases of common stock - par value                                                     --                 (23)
   Exercise of stock options - par value                                                     --                  12
                                                                                         ------             -------
   End of period                                                                        $   345            $    347
                                                                                         ------             -------
                                                                                         ------             -------
Capital surplus:
   Beginning of period                                                                  $14,376             $15,887
   Purchases of common stock - excess over par value                                        (32)             (1,724)
   Exercise of stock options - excess over par value                                         --                 376
                                                                                         ------              ------
   End of period                                                                        $14,344             $14,539
                                                                                         ------              ------
                                                                                         ------              ------
Retained earnings:
   Beginning of period                                                                  $ 9,215             $ 5,376
   Net income                                                                             1,305               2,977
                                                                                         ------              ------
   End of period                                                                        $10,520             $ 8,353
                                                                                         ------              ------
                                                                                         ------              ------
Other accumulated comprehensive income:
    Beginning of period                                                                $    223            $    137
    Unrealized gains from marketable equity securities                                      198                 100
                                                                                         ------              ------
    End of period                                                                      $    421             $   237
                                                                                         ------              ------
                                                                                         ------              ------



Accumulated comprehensive income:

Accumulated comprehensive income:
    Beginning of period                                                                 $ 9,438             $ 5,513
                                                                                         ------              ------
    Net income                                                                          $ 1,305             $ 2,977
    Unrealized gains from marketable equity securities during period                        198                 100
                                                                                         ------              ------
    Comprehensive income for period                                                       1,503               3,077
                                                                                         ------              ------
    End of period                                                                       $10,941             $ 8,590
                                                                                         ------              ------
                                                                                         ------              ------


</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
                                                                                -------------
                                                                            2000             1999
                                                                            ----             ----
<S>                                                             <C>                 <C>


Cash flows from operating activities:
  Net income                                                           $   1,305        $   2,977
Adjustments to reconcile net income to net cash provided
 by operating activities:
    Gains from sales of real estate                                       (1,067)          (2,261)
    Net cash proceeds from sales of real estate                            1,643            1,804
    Real estate development costs                                           (460)          (1,621)
    Reimbursement of real estate development costs                         1,117            2,140
    Changes in certain assets and liabilities:
        Decrease (increase) in receivables                                   159              (53)
        Decrease in lease contract receivable                                 30                3
        Decrease in payables and accrued liabilities                        (228)             (83)
        Increase in deferred tax assets                                       (2)             (57)
        Other, net                                                            93               20
                                                                           -----            -----
      Total adjustments to net income                                      1,285             (108)
                                                                           -----            -----
        Net cash provided by operating activities                          2,590            2,869


Cash flows from investing activities:
  Purchases of marketable securities                                        (224)              --
  Investment in partnership                                                 (685)              --
  Return of capital invested in limited liability company                     --              300
  Other                                                                        5               --
                                                                           -----            -----
      Net cash provided (used) by investing activities                      (904)             300


Cash flows from financing activities:
  Reductions in subordinated debentures                                      (97)            (577)
  Purchases of the Company's common stock                                    (32)          (1,747)
  Proceeds from exercise of stock options                                     --              388
                                                                           -----           ------
        Net cash used by financing activities                               (129)          (1,936)
                                                                           -----           ------

Net increase in cash and cash equivalents                                  1,557            1,233
Cash and cash equivalents at beginning of period                           3,575            3,347
                                                                           -----            -----
Cash and cash equivalents at end of period                               $ 5,132          $ 4,580
                                                                           -----            -----
                                                                           -----            -----

Supplemental disclosures of cash flow information:

   Cash paid during the period for
     interest (net of amount capitalized)                                $    --           $   37
                                                                           -----            -----
                                                                           -----            -----



</TABLE>

                           The  accompanying  notes  are an
                     integral part of these consolidated 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-KSB for the year ended  December  31, 1999 and in the
Company's Form 10-QSB for the quarterly period ended September 30, 1999.

Note B - 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,
                                                                     ----------------------           --------------------
                                                                     2000             1999           2000            1999
                                                                     ----             ----           ----            ----
<S>                                                       <C>                   <C>            <C>            <C>

Net Income                                                         $  575           $  856         $1,305          $2,977
                                                                    -----           ------          -----           -----
                                                                    -----           ------          -----           -----
Weighted average number of shares outstanding:
Common stock                                                        3,446            3,496          3,447           3,526
Common stock equivalents -
  stock options                                                       318              332            312             365
                                                                    -----            -----          -----           -----
                                                                    3,764            3,828          3,759           3,891
                                                                    -----            -----          -----           -----
Net income per share:

 Basic - based on weighted average number
 of shares of common stock outstanding                              $ .17            $ .24          $ .38           $ .84
                                                                    -----            -----          -----           -----
                                                                    -----            -----          -----           -----
 Diluted - based on weighted average number
 of shares of common stock and common stock
 equivalents outstanding                                            $ .15            $ .22          $ .35           $ .76
                                                                    -----            -----          -----           -----
                                                                    -----            -----          -----           -----


</TABLE>





                                            7
<PAGE>



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


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, 1999,  contractual
rental revenues from the lease with Bank One are projected as follows:


          2000                           $1,848,000
          2001                            1,936,000
          2002                            1,953,600
          2003                            1,975,600
          2004                            1,980,000
          2005 (two months)                 330,000

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 286 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  $15,801,000  at  September  30,  2000 and  $17,034,000  at
December 31,  1999.  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 regular 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 E - Investment in Partnership

In October 1999,  the Company formed a new  subsidiary,  Meadow Pointe East, LLC
("MPELLC") to act as one of two general  partners in a partnership  to develop a
2,000 acre tract of land adjacent to Meadow  Pointe,  tentatively  identified as
Wesley Chapel Lakes. It is expected that the project will contain  approximately
3,000   residential   lots  together  with  certain   retail,   commercial   and
non-residential  uses.  The  infrastructure  construction  should begin in 2001.
MPELLC has agreed to loan the  partnership  up to an aggregate of  $1,000,000 of
cash and/or a letter of credit for  development  expenses.  Advances of $768,000
and $83,000 had been made on the loan at  September  30, 2000 and  December  31,
1999, respectively.  This investment and all related loans will be accounted for
as an equity  method  investment  with no income  recognized  until  profits are
generated by the  partnership.  MPELLC is entitled to interest on the loan, at a
rate of 1% over the  Wells  Fargo  Bank  prime  rate,  plus  50% of the  general
partnership's  profits derived  primarily from the sale of residential lots. The
Wesley  Chapel Lakes  project is  structured to provide for the sale of improved
lots directly from the current landowner to homebuilders.

Note F - Benefit for State 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  arose  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 amount the Company
paid to the FTB, after reimbursement by the Company's predecessor of the related
federal and state income tax benefits, was approximately $400,000. The Company's
request for refund was denied and the action  described  above was filed. In May
1997, the Court granted the FTB's motion for summary judgement and dismissed the






                                      9

<PAGE>



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



Company's action. The Company filed an appeal of the judgement with a California
Court of Appeal.  In late  1998,  the  Appellate  Court  unanimously  upheld the
Company's position.  The Appellate Court ordered reimbursement to the Company of
the entire  amount  originally  paid to the FTB,  plus  interest  to the date of
reimbursement.

Reimbursement  of $926,000 was received from the FTB in April 1999. In the three
months ended March 31, 1999, the Company  recorded a state income tax benefit of
$656,000,  after deduction of related federal and state income taxes of $270,000
that are the liability of the Company's predecessor.

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, 2000, the Company
purchased  4,660 shares of its common stock for an aggregate  amount of $32,000.
During the nine months ended September 30, 1999, the Company  purchased  224,500
shares of its common stock for an aggregate amount of $1,747,000.

In April 1999 an officer of the Company  exercised  options for the  purchase of
36,000 shares of the Company's common stock.  The Company  received  proceeds of
$109,000 from the exercise of these options. In August 1999 two trusts, of which
the widow of a former officer is a trustee,  exercised  options for the purchase
of an aggregate of 83,500  shares of the  Company's  common  stock.  The Company
received proceeds of $279,000 from the exercise of these options.









                                   10

<PAGE>




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


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

         Net income of  $575,000  and  $1,305,000  in the three  months and nine
months ended  September  30, 2000,  included  gains of $470,000 and  $1,067,000,
respectively,  from sales of property within the Company's Meadow Pointe project
near Tampa,  Florida.  In the three months and nine months ended  September  30,
1999,  net income of $856,000  and  $2,977,000  included  gains of $842,000  and
$2,261,000,  respectively, from sales of Meadow Pointe property and, in the nine
month period,  included a $656,000  benefit for state income taxes deriving from
the Company's  successful  suit against the  California  Franchise Tax Board for
reimbursement   of  a  1981  assessment  (see  Note  F  of  Notes  to  Financial
Statements).  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  reviews
these  estimates  quarterly  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
project  budget,  were made  during the first half of 2000.  These  adjustments,
reflecting   changes  occurring  during  this  period,   resulted  in  aggregate
reductions  in revenue and costs that reduced net income by $935,000 in the nine
months ended September 30, 2000. No such  adjustments were recorded in the three
months  ended  September  30,  2000.  Cumulative  adjustments  made in the third
quarter of 1999,  based on revised  project  estimates,  increased net income by
$127,000 in the three months and nine months  ended  September  30,  1999.  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,  residential  mortgage
interest rates,  competitive residential  developments serving the same group of
home buyers and other factors related to the local Tampa real estate market. The
Company sold,  respectively,  76 and 264 developed  lots at Meadow Pointe during
the three months and nine months  ended  September  30, 2000 which  represented,
respectively,  decreases of 36% and 23% from the number of lots sold in the same
periods of 1999.  During the 2000 periods,  construction  activities and related
sales were hampered by delays in obtaining permits from government  agencies for
development of the remaining residential parcels.

         Interest  and  dividends  from  investments  accounted  for $80,000 and
$201,000 of revenues in the three  months and nine months  ended  September  30,
2000, respectively,  and $64,000 and $164,000 in comparable periods in 1999. The
increase in the 2000 periods was due to higher interest rates and an increase in
the amount of funds available for investment.

                                    11

<PAGE>



         Interest  expense for the three months and nine months ended  September
30, 1999 was $12,000 and $37,000,  respectively.  There was no interest  expense
for the  comparable  2000 periods due to the maturity of the Company's  Floating
Rate Subordinated Debentures on December 31, 1999.
         General and administrative expenses in the three months and nine months
ended September 30, 2000 were, respectively,  $74,000 and $102,000 lower than in
the comparable  periods in 1999, due principally to a decrease in legal fees and
compensation for executive officers.

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

         At  September  30,  2000,  the Company held  $6,366,000  in cash,  cash
equivalents  and  marketable  securities,   as  compared  to  $656,000  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).

         The Company's business plan calls for substantial  expenditures  during
the next several years  relating to the planned  development  of Meadow  Pointe.
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,  including  $4,660,000 in May
2000.  Bonds in the  principal  amount  of  approximately  $33,000,000  remained
outstanding  at September 30, 2000. The proceeds of such financing 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.

         As described in Note E of Notes to Financial Statements,  the Company's
subsidiary Meadow Pointe East, LLC was formed in October 1999, as a partner in a
general  partnership,  to  develop a 2,000 acre  tract of land  adjacent  to the
Meadow Pointe  property,  tentatively  identified as Wesley Chapel Lakes.  It is
anticipated  that two community  development  districts  encompassing the Wesley
Chapel Lakes project will be formed. The districts may, from time to time,
issue capital improvement revenue bonds to finance infrastructure construction.

         The Company intends to pay for its future expenditures at Meadow Pointe
and Wesley Chapel Lakes and its other operating expenses with (i) cash generated
from sales of property  within Meadow Pointe,  Wesley Chapel Lakes and its other
operations,  and (ii)  cash  and  cash  equivalents  on  hand.  There  can be no
assurance that the Company will generate sufficient cash or have sufficient cash
and cash equivalents on hand to cover such expenditures.

         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.


                                     12

<PAGE>



         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 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.


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

         The Company holds certain cash  equivalents  and marketable  securities
for  non-trading  purposes  which 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.




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<PAGE>

                         PART II - OTHER INFORMATION


Item 1.   Legal Proceedings
          -----------------

            The Company is not a party to any material legal proceedings.


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

         (a)   Exhibits: None
         (b)   Reports on Form 8-K.

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






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<PAGE>




                               SIGNATURES

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

                                                   BF ENTERPRISES, INC.
                                                   (Registrant)


Date:   November 13, 2000                      /s/ Brian P. Burns
                                              ------------------------------
                                              Brian P. Burns
                                              Chairman of the Board, President
                                              and Chief Executive Officer
                                              (Duly Authorized Officer)


Date:   November 13, 2000                      /s/ S. Douglas Post
                                               -----------------------------
                                               S. Douglas Post
                                               Vice President and Treasurer
                                              (Principal Accounting Officer)






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