**Exhibit 31.2**

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

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

 

1. I have reviewed thisquarterly report on Form 10-Q of TF Financial Corporation (Registrant);

 

2. Based on my knowledge,this quarterly report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge,the financial statements, and other financial information included in thisquarterly report, fairly present in all material respects the financialposition, results of operations and cash flows of the Registrant as of, andfor, the periods presented in this quarterly report;

 

4. The Registrant’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rule 13a-15 (e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and15d-15(f)) 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 report is being prepared;

 

b) designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to providedreasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted principles;

 

c) evaluated theeffectiveness of the Registrant’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

d) disclosed in thisreport any change in the Registrant’s internal control over financial reportingthat occurred during the Registrant’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting; and

 

5.The Registrant’s other certifying officer and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of Registrant’s board ofdirectors (or persons performing the equivalent function):

 

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:  | May 14,  2009 |   | /s/  Dennis R. Stewart                               |
|--------|--------------------|--------|------------------------------------------------------|
|   |               |   | Dennis  R. Stewart                                   |
|   |               |   | Executive  Vice President and                        |
|   |               |   | Chief  Financial Officer                             |
|   |               |   | (Principal  Financial & Accounting Officer) |

 

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