**Exhibit 31.1**

 

CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Kent C.Lufkin, President and Chief Executive Officer, certify that:

 

1.                                       Ihave reviewed this annual report on Form 10-K of TF Financial Corporation(Registrant);

 

2.                                       Basedon my knowledge, this annual report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this annual report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Registrant asof, and for, the periods presented in this annual report;

 

4.                                       TheRegistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRule 13a-15(e)) for the Registrant and we have:

 

a)              designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

b)             evaluated theeffectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

c)              disclosed in thisreport any change in the Registrant’s internal control over financial reporting(as defined in Exchange Act Rule 13a-15(f)) that occurred during theRegistrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the Registrant’s internal control overfinancial reporting; and

 

5.                                       TheRegistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theRegistrant’s auditors and to the audit committee of the Registrant’s board ofdirectors:

 

a)              all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)             any fraud, whether ornot material, that involves management or other employees who have asignificant role in the Registrant’s internal control over financial reporting.

 

 
| Date:  | March 30,  2006                   | /s/ Kent C.  Lufkin |   |
|--------|----------------------------------------|---------------------|--------|
|   | Kent C.  Lufkin                        |
|   | President  and Chief Executive Officer |
|   | (Principal  Executive Officer)         |

 

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