**Exhibit 31.2**

**CERTIFICATIONPURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

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

1.                 I have reviewedthis annual report on Form 10-K of TF Financial Corporation (Registrant);

2.                 Based on my knowledge, thisannual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

3.                 Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, andfor, the periods presented in this annual report;

4.                 The Registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rule 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.                 The Registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Registrant’sauditors and to the audit committee of the Registrant’s board of directors:

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)              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, 2007 |   | /s/ DENNIS R.  STEWART                               |   |   |
|--------|--------|---------------------|--------|------------------------------------------------------|--------|--------|
|   |   |                |   | Dennis R. Stewart                                    |   |   |
|   |   |                |   | Executive Vice President and Chief Financial Officer |
|   |   |                |   | (Principal Financial & Accounting Officer)  |   |   |

 

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