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 March 31, 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 May 1, 2000:

             3,446,019 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>



                                                                                 March 31,           December 31,
                                                                                    2000                 1999
                                                                                    ----                 ----
<S>                                                                          <C>                  <C>

ASSETS:
   Cash and cash equivalents                                                    $  3,787             $  3,575
   Marketable securities, at market value                                          1,115                  815
   Receivables                                                                       269                  223
   Real estate rental property, net of depreciation                                2,203                2,216
   Real estate inventory held for current sale
      and land held for future development                                        16,777               17,034
   Lease contract receivable                                                         638                  652
   Investment in partnership                                                         351                   83
   Deferred tax assets                                                               155                  153
   Other assets                                                                      383                  389
                                                                               ---------             --------
TOTAL ASSETS                                                                    $ 25,678             $ 25,140
                                                                                ========             ========

LIABILITIES AND STOCKHOLDERS' EQUITY:
   Payables and accrued liabilities                                             $    703             $    981
                                                                                --------             --------

   Stockholders' equity:
     Common stock, $.10 par value
       Authorized - 10,000,000 shares
       Issued and outstanding -
         3,447,919 and 3,450,599 shares                                              345                  345
     Capital surplus                                                              14,358               14,376
     Retained earnings                                                             9,845                9,215
     Other accumulated comprehensive income                                          427                  223
                                                                                --------             --------

   Total stockholders' equity                                                     24,975               24,159
                                                                                --------             --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $ 25,678             $ 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
                                                                                             March 31,
                                                                                    -----------------------
                                                                                    2000               1999
                                                                                    ----               ----
<S>                                                                          <C>                  <C>

Revenues:
    Real estate sales                                                              $ 801               $ 739
    Real estate rental income                                                        457                 461
    Interest and dividends                                                            54                  46
    Other                                                                              9                  32
                                                                                  ------             -------
                                                                                   1,321               1,278
                                                                                  ------             -------
 Costs and Expenses:
    Cost of real estate sold                                                         197                 185
    Depreciation and amortization                                                     24                  24
    Interest on subordinated debentures                                               --                  12
    General and administrative                                                       470                 481
                                                                                  ------              ------
                                                                                     691                 702
                                                                                  ------              ------
Income before income taxes                                                           630                 576
Benefit for state income taxes                                                        --                (656)
                                                                                  ------             -------
Net income                                                                        $  630             $ 1,232
                                                                                  ======             =======
Net income per share:
   Basic                                                                          $  .18             $   .34
                                                                                  ======             =======
   Diluted                                                                        $  .17             $   .31
                                                                                  ======             =======
Average shares used in computing basic
     net income per share                                                          3,448               3,572
Average shares and equivalents used in computing
     diluted net income per share                                                  3,739               3,970

</TABLE>


                                  The accompanying notes to financial statements
                                     are an integral part of these statements.

                                                         4

<PAGE>






                            BF ENTERPRISES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
                                       (in thousands)



<TABLE>
<CAPTION>

                                                                                               Three Months Ended
                                                                                                    March 31,
                                                                                            -----------------------
                                                                                           2000                 1999
                                                                                           ----                 ----
<S>                                                                                  <C>                  <C>

Common stock:
   Balance at beginning of period                                                           $ 345              $   358
   Purchases of common stock - par value                                                       -                    (3)
                                                                                         --------              -------
   Balance at end of period                                                              $    345              $   355
                                                                                         ========              =======
Capital surplus:
   Balance at beginning of period                                                        $ 14,376             $ 15,887
   Purchases of common stock - excess over par value                                          (18)                (213)
                                                                                         ---------             --------
   Balance at end of period                                                              $ 14,358             $ 15,674
                                                                                         ========             ========
Retained earnings:
   Balance at beginning of period                                                         $ 9,215              $ 5,376
   Net income                                                                                 630                1,232
                                                                                          -------              -------
   Balance at end of period                                                               $ 9,845              $ 6,608
                                                                                          =======              =======
Other accumulated comprehensive income:
    Balance at beginning of period                                                       $    223              $   137
    Unrealized gains from marketable equity securities during period                          204                   25
                                                                                          -------              -------
    Balance at end of period                                                             $    427              $   162
                                                                                          =======              =======
Accumulated comprehensive income:
    Balance at beginning of period                                                       $  9,438              $ 5,513
                                                                                          -------              -------
    Net income                                                                           $    630              $ 1,232
    Unrealized gains from marketable equity securities during period                          204                   25
                                                                                         --------              -------
    Comprehensive income for period                                                      $    834              $ 1,257
                                                                                         --------              -------
    Balance at end of period                                                             $ 10,272              $ 6,770
                                                                                         ========              =======


</TABLE>




                                  The accompanying notes to financial statements
                                     are an integral part of these statements.





                                                         5

<PAGE>



                                    BF ENTERPRISES, INC. AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                              (in thousands)


<TABLE>
<CAPTION>




                                                                                          Three Months Ended
                                                                                                March 31,
                                                                                         --------------------
                                                                                         2000            1999
                                                                                         ----            ----
<S>                                                                         <C>                      <C>


Cash flows from operating activities:
 Net income                                                                          $    630       $  1,232
Adjustments to reconcile net income to net cash provided
 by operating activities:
 Gains from sales of real estate                                                         (604)          (554)
 Net cash proceeds from sales of real estate                                              686            496
 Real estate development costs                                                           (282)          (392)
 Reimbursement of real estate development costs                                           457            770
 Changes in certain assets and liabilities:
   Increase in state income tax refund receivable                                          --           (656)
   Decrease (increase) in other receivables                                               (46)            40
   Decrease (increase) in lease contract receivable                                        14            (14)
   Decrease in payables and accrued liabilities                                          (201)           (56)
   Other, net                                                                              15             11
                                                                                     ---------     ---------
   Total adjustments to net income                                                          39          (355)
                                                                                     ---------     ---------
   Net cash provided by operating activities                                               669           877

Cash flows from investing activities:
 Purchases of marketable securities                                                        (99)           --
 Investment in partnership                                                                (268)           --
 Other                                                                                       5            --
                                                                                     ----------    ---------
   Net cash used by investing activities                                                  (362)           --

Cash flows from financing activities:
 Reductions in subordinated debentures                                                     (77)         (107)
 Purchases of the Company's common stock                                                   (18)         (216)
                                                                                     ---------     ---------
   Net cash used by financing activities                                                   (95)         (323)
                                                                                     ---------     ---------

Net increase in cash and cash equivalents                                                  212           554
Cash and cash equivalents at beginning of period                                         3,575         3,347
                                                                                     ---------     ---------
Cash and cash equivalents at end of period                                           $   3,787     $   3,901
                                                                                     =========     =========



</TABLE>


                                  The accompanying notes to financial statements
                                     are an integral part of these statements.



                                                         6

<PAGE>


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


Note A - Interim Financial Information

The accompanying consolidated financial statements of BF Enterprises,  Inc. (the
"Company")  and its  subsidiaries  have been prepared  pursuant to the rules and
regulations  of  the  Securities  and  Exchange   Commission   ("SEC")  and,  in
management's opinion,  include all adjustments necessary for a fair presentation
for the  interim  period  reported.  Certain  information  and note  disclosures
normally  included in annual  financial  statements  prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to SEC rules or regulations.  It is suggested that these financial statements be
read in conjunction with the financial statements and the notes thereto included
in the  Company's  Form 10-KSB for the year ended  December  31, 1999 and in the
Company's Form 10-QSB for the quarterly period ended March 31, 1999.

Note B - Earnings Per Share

Earnings per share data for the periods reported have been computed as follows:
<TABLE>
<CAPTION>


                                                                              Three Months Ended
                                                                                   March 31,
                                                                           -----------------------
                                                                           2000               1999
                                                                           ----               ----
<S>                                                                    <C>              <C>

Net Income                                                                 $ 630            $ 1,232
                                                                           =====            =======
Weighted average number of shares outstanding:
Common stock                                                               3,448              3,572
Common stock equivalents -
  stock options (1)                                                          291                398
                                                                           -----              -----
                                                                           3,739              3,970
                                                                           =====              =====
Net income per share:

 Basic - based on weighted average number
 of shares of common stock outstanding                                     $ .18              $ .34
                                                                           =====              =====
 Diluted - based on weighted average number
 of shares of common stock and common stock
 equivalents outstanding                                                   $ .17              $ .31
                                                                           =====              =====

</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 317 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 $16,777,000 at March 31, 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.

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.  The  Company  has,  through  MPELLC,  agreed to loan the
partnership  up to $1,000,000 of cash and/or a letter of credit for  development
expenses.  Advances of  $351,000  and $83,000 had been made on the loan at March
31, 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.
Neither the Company nor its subsidiaries  will be obligated to fund improvements
in excess of the loan to the  partnership or will be subject to a requirement to
acquire any lots from the current owner.

<PAGE>


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 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 three  months ended March 31, 2000,  the Company
purchased  2,680 shares of its common stock for an aggregate  amount of $18,000.
During the three  months  ended March 31,  1999,  the Company  purchased  27,750
shares of its common stock for an aggregate amount of $216,000.



                                 9

<PAGE>



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


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

   Net income of $630,000  and  $1,232,000  in the three  months ended March 31,
2000 and 1999, respectively,  included gains of $604,000 and $554,000 from sales
of property within the Company's Meadow Pointe project near Tampa, Florida, and,
in the 1999 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 tax  assessment  (see Note F of Notes to Financial
Statements).  The Company sold 111  developed  lots at Meadow  Pointe during the
three months  ended March 31, 2000,  which  represented  a 6% increase  from the
number of lots sold during the same period of 1999.

   The Company's  reported  gains from property sales at Meadow Pointe are based
in part upon  estimates  of the total  revenues  and costs to be  derived by the
Company over the life of the project.  The Company  periodically  reviews  these
estimates and makes  cumulative  adjustments  to reflect any revised  estimates.
Property  sales at Meadow Pointe are  dependent  upon,  among other things,  the
strength of the general economy in the Tampa area, residential mortgage interest
rates,  competitive  residential  developments  serving  the same  group of home
buyers and other factors related to the local Tampa real estate market.

   Interest and dividends from investments  accounted for $54,000 and $46,000 of
revenues in the three  months ended March 31, 2000 and 1999,  respectively.  The
increase in 2000 was due to higher  interest rates and an increase in the amount
of funds available for investment.

   Interest expense for the three months ended March 31, 1999 was $12,000. There
was no interest  expense for the  comparable  2000 period due to the maturity of
the Company's Floating Rate Subordinated Debentures on December 31, 1999.

   General and administrative  expenses in the three months ended March 31, 2000
were $11,000 lower than in the comparable  period in 1999, due  principally to a
decrease in legal fees.


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

   At March 31, 2000, the Company held $4,902,000 in cash, cash  equivalents and
marketable securities,  as compared to $703,000 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).


                               10

<PAGE>

   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.  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.

   The Company's  subsidiary  Meadow Pointe East,  LLC  ("MPELLC") 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 expected that the project will contain  approximately
3,000 lots together with certain retail,  commercial and non- residential  uses.
The infrastructure construction should begin in the third quarter of 2000. 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
special  assessment  bonds to  finance  infrastructure  construction.  Under the
general  partnership  agreement,  MPELLC  will be entitled to receive 50% of the
general  partnership's  profits derived primarily from the sale of the lots. The
cost of the land will be paid to the owner of the 2,000 acres as  finished  lots
are sold to  homebuilders.  MPELLC  has  agreed  to loan the  partnership  up to
$1,000,000 of cash and/or a letter of credit for development expenses.

   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  statements  in this Report on Form 10-KSB  regarding  Meadow  Pointe and
Wesley Chapel Lakes property sales, financing of Meadow Pointe and Wesley Chapel
Lakes  expenditures  and any other statements which are not historical facts are
forward looking  statements.  Such statements  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.


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


                                    11

<PAGE>


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.


                                    12

<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.



                               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:  May 12, 2000                             /s/ Brian P. Burns
                                                ------------------
                                                Brian P. Burns
                                                Chairman of the Board, President
                                                and Chief Executive Officer
                                                (Duly Authorized Officer)


Date:  May 12, 2000                             /s/ S. Douglas Post
                                                -------------------
                                                S. Douglas Post
                                                Vice President and Treasurer
                                                (Principal Accounting Officer)






                                  14