**Exhibit 31.2**

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THESARBANES-OXLEY ACT OF 2002

 

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

 

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

 

2.Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this quarterlyreport;

 

3.Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in all materialrespects the financial position, results of operations and cash flows of theRegistrant as of, and for, the periods presented in this quarterly report;

 

4. The Registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for theRegistrant and we have:

 

a)designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information 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 internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provided reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted principles;

 

c)evaluated the effectiveness of the Registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

d)disclosed in this report any change in the Registrant’s internal control overfinancial reporting (as defined in Exchange Act Rule 13a-15(f)) thatoccurred during the Registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the Registrant’sinternal control over financial reporting; and

 

5. The Registrant’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Registrant’s auditors and the audit committee ofRegistrant’s board of directors (or persons performing the equivalentfunction):

 

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:  | May 14, 2008 |   | /s/ Dennis R. Stewart                                |
|--------|-------------------|--------|------------------------------------------------------|
|   |              |   | Dennis R. Stewart                                    |
|   |              |   | Executive Vice President and                         |
|   |              |   | Chief Financial Officer                              |
|   |              |   | (Principal Financial & Accounting  Officer) |

 

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