**Exhibit 31**

 

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

 

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

 

1. Ihave reviewed this quarterly report on Form 10-Q of TF FinancialCorporation (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. TheRegistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e)) for the Registrant 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 quarterly report is being prepared;

 

b)evaluated the effectiveness of the Registrant’s disclosure controls andprocedures and presented in this quarterly report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

c)disclosed in this report any change in the Registrant’s internal control overfinancial reporting that occurred during the Registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the Registrant’s internal control over financial reporting; and

 

5. TheRegistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting (as defined inExchange Act Rules 13a-15(f)), to the Registrant’s auditors and the auditcommittee of Registrant’s board of directors (or persons performing theequivalent function):

 

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:  | November 10, 2005                      |   | /s/ Kent C. Lufkin |   |
|--------|----------------------------------------|--------|--------------------|--------|
|   | Kent C. Lufkin                         |
|   | President and Chief  Executive Officer |
|   | (Principal Executive  Officer)         |

 

----

 

CERTIFICATIONPURSUANT TOSECTION 302 OF THE SARBANES-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 FinancialCorporation (Registrant);

 

2.Based on my knowledge, this quarterly report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, 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. TheRegistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e)) for the Registrant and we have:

 

a) designedsuch disclosure controls and procedures , or caused such disclosure controlsand procedures 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 quarterly report is being prepared;

 

b)evaluated the effectiveness of the Registrant’s disclosure controls andprocedures and presented in this quarterly report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

c)disclosed in this report any change in the Registrant’s internal control overfinancial reporting that occurred during the Registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the Registrant’s internal control over financial reporting; and

 

5. TheRegistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting (as defined inExchange Act Rules 13a-15(f)), to the Registrant’s auditors and the auditcommittee of Registrant’s board of directors (or persons performing theequivalent function):

 

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:  | November 10, 2005                               |   | /s/ Dennis R. Stewart |   |
|--------|-------------------------------------------------|--------|-----------------------|--------|
|   | Dennis R. Stewart                               |
|   | Executive Vice  President and                   |
|   | Chief Financial Officer                         |
|   | (Principal Financial  & Accounting Officer) |

 

----