**Exhibit 31**

 

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

 

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

 

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

 

2. Based on my knowledge, this quarterly report doesnot contain 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 quarterly report;

 

3. Based on my knowledge, the financial statements,and other financial information included in this quarterly report, fairlypresent in all material respects the financial position, results of operationsand cash flows of the Registrant as of, and for, the periods presented in thisquarterly report;

 

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

 

a) designed such disclosure controls and procedures ,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

b) evaluated the effectiveness of the Registrant’sdisclosure controls and procedures and presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end 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 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’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f)), to theRegistrant’s auditors and the audit committee of Registrant’s board ofdirectors (or persons performing the equivalent function):

 

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, that involvesmanagement or other employees who have a significant role in the Registrant’sinternal control over financial reporting.

 

 
| Date:  | August 5,  2005                   |   | /s/  Kent C. Lufkin |   |
|--------|----------------------------------------|--------|---------------------|--------|
|   | Kent  C. Lufkin                        |
|   | President  and Chief Executive Officer |
|   | (Principal  Executive Officer)         |

 

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

 

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

 

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

 

2. Based on my knowledge, this quarterly report doesnot contain 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 quarterly report;

 

3. Based on my knowledge, the financial statements,and other financial information included in this quarterly report, fairlypresent in all material respects the financial position, results of operationsand cash flows of the Registrant as of, and for, the periods presented in thisquarterly report;

 

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

 

a) designed such disclosure controls and procedures ,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

b) evaluated the effectiveness of the Registrant’sdisclosure controls and procedures and presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end 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 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’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f)), to theRegistrant’s auditors and the audit committee of Registrant’s board ofdirectors (or persons performing the equivalent function):

 

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, that involvesmanagement or other employees who have a significant role in the Registrant’sinternal control over financial reporting.

 

 
| Date:  | August 5,  2005                            |   | /s/  Dennis R. Stewart |   |
|--------|-------------------------------------------------|--------|------------------------|--------|
|   | Dennis R. Stewart                               |
|   | Executive Vice  President and                   |
|   | Chief  Financial Officer                        |
|   | (Principal  Financial & Accounting Officer) |

 

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