**Exhibit 31.1**

 

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

 

I, Kent C. Lufkin, President and ChiefExecutive 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 Act Rule 13a-15(e))for the Registrant and we have:

 

a)              designedsuch disclosure 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)             evaluatedthe effectiveness 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)              disclosedin this report any change in the Registrant’s internal control over financialreporting (as defined in Exchange Act Rule 13a-15(f)) that occurred duringthe Registrant’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)              allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Registrant’s ability to record, process, summarize andreport financial information; and

 

b)             anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Registrant’s internal control over financialreporting.

 

 
| Date:  | March 28,  2005 | /s/ Kent C.  Lufkin                    |   |
|--------|----------------------|----------------------------------------|--------|
|   |                 | Kent C.  Lufkin                        |
|   |                 | President  and Chief Executive Officer |
|   |                 | (Principal  Executive Officer)         |

 

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**Exhibit 31.2**

 

CERTIFICATIONPURSUANT TOSECTION 302 OF THE SARBANES-OXLEYACT OF 2002

 

I,Dennis R. Stewart, Executive Vice President and Chief Financial Officer,certify that:

 

1.                                                   I have reviewed this annual report on Form 10-Kof TF Financial Corporation (Registrant);

 

2.                                                   Based on 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.                                                   Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Registrant as of, and for, the periodspresented in this annual report;

 

4.                                                   The Registrant’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rule 13a-15(e)) for the Registrantand we have:

 

a)                          designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theRegistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisannual report is being prepared;

 

b)                         evaluated the effectiveness of the Registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c)                          disclosed in this report any change in theRegistrant’s internal control over financial reporting (as defined in ExchangeAct Rule 13a-15(f)) that occurred during the Registrant’s most recentfiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the Registrant’s internal control over financial reporting;and

 

5.                                                   The Registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Registrant’s auditors and to the audit committee ofthe Registrant’s board of directors:

 

a)                          all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Registrant’sability to record, process, summarize and report financial information; and

 

b)                         any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theRegistrant’s internal control over financial reporting.

 

 
| Date:  | March 28,  2005 | /s/ Dennis  R. Stewart                                |   |
|--------|----------------------|-------------------------------------------------------|--------|
|   |                 | Dennis R.  Stewart                                    |
|   |                 | Executive  Vice President and Chief Financial Officer |
|   |                 | (Principal  Financial & Accounting Officer)  |

 

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