CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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

1.   I have  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 untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

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

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

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

b)   evaluated the  effectiveness  of the Registrant's  disclosure  controls and
     procedures and presented in this quarterly report our conclusions 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 the  Registrant's  internal  control
     over financial  reporting that occurred during the Registrant's most recent
     fiscal quarter that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  Registrant's   internal  control  over  financial
     reporting; and

5.   The Registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting (as
     defined in Exchange Act Rules 13a-15(f)),  to the Registrant's auditors and
     the  audit  committee  of  Registrant's  board  of  directors  (or  persons
     performing the equivalent function):

a)   all  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  Registrant's  ability to record,  process,
     summarize and report financial information; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees who have a significant role in the Registrant's  internal control
     over financial reporting.



                                     /s/ Kent C. Lufkin
                                     ----------------------------------------
Date:      August 13, 2003           Kent C. Lufkin
           ---------------           President and Chief Executive Officer
                                     (Principal Executive Officer)


<PAGE>

                            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  this  quarterly  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 fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

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

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

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

b)   evaluated the  effectiveness  of the Registrant's  disclosure  controls and
     procedures and presented in this quarterly report our conclusions 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 the  Registrant's  internal  control
     over financial  reporting that occurred during the Registrant's most recent
     fiscal quarter that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  Registrant's   internal  control  over  financial
     reporting; and

5.   The Registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting (as
     defined in Exchange Act Rules 13a-15(f)),  to the Registrant's auditors and
     the  audit  committee  of  Registrant's  board  of  directors  (or  persons
     performing the equivalent function):

a)   all  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  Registrant's  ability to record,  process,
     summarize and report financial information; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees who have a significant role in the Registrant's  internal control
     over financial reporting.



                                          /s/ Dennis R. Stewart
                                          ---------------------
Date:      August 13, 2003                Dennis R. Stewart
           ---------------                Executive Vice President and
                                          Chief Financial Officer
                                         (Principal Financial &
                                            Accounting Officer)