SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM l0-Q
                                   (Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended      September 30, 2002
                                ------------------------
                                            OR

|_|     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________

                         Commission file number 0-24168
                                                -------

                            TF FINANCIAL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           Delaware                                 74-2705050
--------------------------------------------------------------------------------
(State or other jurisdiction             (I.R.S. employer identification no.)
of incorporation or organization)


3 Penns Trail, Newtown, Pennsylvania                  18940
--------------------------------------------------------------------------------
(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code         215-579-4000
                                                   -----------------------------

                                       N/A
--------------------------------------------------------------------------------
         Former name, former address and former fiscal year, if changed
                               since last report.

         Indicate  by check  whether  the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ---     ---


                      APPLICABLE ONLY TO CORPORATE ISSUERS:


         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common  stock as of the latest  practicable  date:  October  28, 2002
                                                               -----------------

                   Class                                 Outstanding
        ----------------------------                  ----------------
        $.10 par value common stock                   2,722,732 shares


<PAGE>

                    TF FINANCIAL CORPORATION AND SUBSIDIARIES

                                    FORM 1O-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2002


                                      INDEX

<TABLE>
<CAPTION>

                                                                               Page
                                                                              Number
                                                                              ------

<S>    <C>                                                               <C>
PART I - CONSOLIDATED FINANCIAL INFORMATION

Item     1.       Consolidated Financial Statements                               3
Item     2.       Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                             9
Item     3.       Quantitative and Qualitative Disclosures about Market Risk     17
Item     4.       Controls and Procedures                                        17

PART II- OTHER INFORMATION

Item     1.       Legal Proceedings                                              18
Item     2.       Changes in Securities and Use of Proceeds                      18
Item     3.       Defaults Upon Senior Securities                                18
Item     4.       Submission of Matters to a Vote of Security Holders            18
Item     5.       Other Information                                              18
Item     6.       Exhibits and Reports on Form 8-K                               18

SIGNATURES                                                                       19
CERTIFICATIONS                                                                   20
EXHIBITS                                                                         22

</TABLE>

                                       2

<PAGE>

                    TF FINANCIAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                  Unaudited        Audited
                                                                                 September 30,   December 31,
                                                                                     2002            2001
                                                                                 ------------    -----------
                                Assets
<S>                                                                             <C>             <C>
Cash and cash equivalents                                                           $101,968       $ 69,139
Certificates of deposit in other financial institutions                                  199            194
Investment securities available for sale - at fair value                              27,529         22,671
Investment securities held to maturity (fair value of $15,210 and $9,830,
    respectively)                                                                     14,581          9,866
Mortgage-backed securities available for sale - at fair value                        129,898         99,763
Mortgage-backed securities held to maturity (fair value of $67,435 and
    $94,735, respectively)                                                            64,552         93,367
Loans receivable, net                                                                349,611        377,635
Federal Home Loan Bank stock - at cost                                                11,118         11,368
Accrued interest receivable                                                            3,935          4,154
Core deposit intangible, net                                                             601            775
Goodwill, net                                                                          4,324          4,324
Premises and equipment, net                                                            6,882          7,484
Other assets                                                                          10,948         10,464
                                                                                    --------       --------
                                Total assets                                        $726,146       $711,204
                                                                                    ========       ========

                    Liabilities and stockholders' equity
Liabilities
   Deposits                                                                         $438,122       $422,052
   Advances from the Federal Home Loan Bank                                          217,359        222,359
   Advances from borrowers for taxes and insurance                                       897          1,241
   Accrued interest payable                                                            3,876          3,762
   Other liabilities                                                                   3,534          3,815
                                                                                    --------       --------
                                Total liabilities                                    663,788        653,229
                                                                                    --------       --------

Commitments and contingencies

Stockholders' equity
   Preferred stock, no par value; 2,000,000 shares authorized and none issued.
   Common stock,  $0.10  par  value;  10,000,000  shares  authorized,  5,290,000
       issued;  2,479,547 and 2,465,986 shares outstanding at September 30, 2002
       and December 31, 2001, net of treasury shares of $2,567,268 and
       $2,571,712, respectively.                                                         529            529
   Retained earnings                                                                  58,915         56,370
   Additional paid-in capital                                                         51,608         51,652
   Unearned ESOP shares                                                               (2,431)        (2,523)
   Treasury stock - at cost                                                          (48,809)       (48,838)
   Accumulated other comprehensive income                                              2,546            785
                                                                                    --------       --------
                                Total stockholders' equity                            62,358         57,975
                                                                                    --------       --------

Total liabilities and stockholders' equity                                          $726,146       $711,204
                                                                                    ========       ========

</TABLE>

                 See notes to consolidated financial statements


                                       3
<PAGE>

                    TF FINANCIAL CORPORATION AND SUBSIDIARIES
                  UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                           For three months       For nine months
                                                                          ended September 30,   ended September 30,
                                                                          -------------------   -------------------
                                                                            2002        2001       2002       2001
                                                                            ----        ----       ----       ----

<S>                                                                     <C>         <C>        <C>        <C>
Interest income
   Loans                                                                   $ 6,238     $ 7,042    $19,398    $21,355
   Mortgage-backed securities                                                2,872       3,322      9,120     10,670
   Investment securities                                                       608         542      1,760      2,452
   Interest bearing deposits and other                                         320         564        800      1,140
                                                                           -------     -------    -------    -------
       Total interest income                                                10,038      11,470     31,078     35,617
                                                                           -------     -------    -------    -------
Interest expense
   Deposits                                                                  2,565       3,548      8,102     10,716
   Advances from the Federal Home Loan Bank and other borrowings             3,059       3,105      9,167      9,761
                                                                           -------     -------    -------    -------
       Total interest expense                                                5,624       6,653     17,269     20,477
                                                                           -------     -------    -------    -------
       Net interest income                                                   4,414       4,817     13,809     15,140
Provision for loan losses                                                      150         124        838        373
                                                                           -------     -------    -------    -------
       Net interest income after provision for loan losses                   4,264       4,693     12,971     14,767
                                                                           -------     -------    -------    -------

Non-interest income
   Service fees, charges and other operating income                            433         419      1,179      1,189
   Bank-owned life insurance                                                   130          43        390         43
   Gains on sale of loans and securities available for sale                    419          12        419          7
   Gains on sale of real estate                                                  -           -          -        444
                                                                           -------     -------    -------    -------
       Total non-interest income                                               982         474      1,988      1,683
                                                                           -------     -------    -------    -------
Non-interest expense
   Compensation and benefits                                                 1,945       1,965      5,790      5,801
   Occupancy and equipment                                                     570         622      1,724      1,847
   Federal deposit insurance premium                                            18          18         56         57
   Professional fees                                                           119         128        304        445
   Amortization of core deposit intangible                                      58          69        174        207
   Amortization of goodwill                                                      -         111          -        333
   Advertising                                                                 110         129        330        381
   Other operating                                                             613         585      1,781      1,853
                                                                           -------     -------    -------    -------
       Total non-interest expense                                            3,433       3,627     10,159     10,924
                                                                           -------     -------    -------    -------
       Income before income taxes                                            1,813       1,540      4,800      5,526
Income taxes                                                                   438         389      1,145      1,429
                                                                           -------     -------    -------    -------
       Net income                                                          $ 1,375     $ 1,151    $ 3,655    $ 4,097
                                                                           =======     =======    =======    =======

Basic earnings per share                                                     $0.55       $0.47      $1.48      $1.66
Diluted earnings per share                                                   $0.51       $0.43      $1.34      $1.54
Weighted average number of shares outstanding - basic                        2,478       2,462      2,471      2,466
Weighted average number of shares outstanding - diluted                      2,716       2,703      2,725      2,663

</TABLE>

                 See notes to consolidated financial statements
                                       4

<PAGE>
                    TF FINANCIAL CORPORATION AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                      For the nine months ended
                                                                                             September 30,
                                                                                             -------------
                                                                                           2002          2001
                                                                                           ----          ----
<S>                                                                                     <C>          <C>
Cash flows from operating activities
Net income                                                                                 $3,655       $4,097
Adjustments to reconcile net income to net cash provided by operating activities:
         Mortgage loan servicing rights                                                        10           10
         Deferred loan origination fees                                                      (198)         (61)
         Premiums and discounts on investment securities, net                                  93           13
         Premiums and discounts on mortgage-backed securities and loans, net                  417         (152)
         Amortization of goodwill and core deposit intangible                                 174          540
Provision for loan losses                                                                     838          383
Depreciation of premises and equipment                                                        760          649
Gain on sale of premises and equipment                                                          -         (444)
Recognition of ESOP and MSBP expenses                                                         204          178
Gain on sales of real estate acquired through foreclosure                                     (60)         (19)
Gain on sale of loans and securities available for sale                                      (419)          (7)
Increase in surrender value of bank-owned life insurance                                     (390)         (43)
Decrease in:
         Accrued interest receivable                                                          219        1,647
         Other assets                                                                         715          838
Increase (decrease) in:
         Accrued interest payable                                                             114          538
         Other liabilities                                                                 (1,188)      (1,451)
                                                                                           ------      -------
         Net cash provided by operating activities                                          4,944        6,716
                                                                                           ------      -------

Cash flows  from investing activities
Loan originations and principal payments on loans, net                                     54,305       34,396
Purchases of loans                                                                        (27,188)     (29,341)
Proceeds from loan sales                                                                        -        1,480
Proceeds from sale of mortgage-backed securities available for sale                        17,427        4,309
Proceeds from sale of investment securities available for sale                                  -          507
Purchases of mortgage-backed securities held to maturity                                   (1,139)           -
Purchases of mortgage-backed securities available for sale                                (67,997)      (8,464)
Purchase of investment securities available for sale                                       (6,453)      (4,057)
Purchase of investment securities held to maturity                                         (6,821)           -
Proceeds from maturities of investment securities held to maturity                          2,060       51,233
Proceeds from maturities of investment securities available for sale                        2,000       15,500
Principal repayments from mortgage-backed securities held to maturity                      29,843       28,009
Principal repayments from mortgage-backed securities available for sale                    22,762       14,935
Purchases and maturities of certificates of deposit in other financial
         institutions, net                                                                     (5)           -
Purchases and redemptions of Federal Home Loan Bank stock, net                                250        1,674
Proceeds from sales of real estate acquired through foreclosure                               275          134
Proceeds from sale of premises and equipment                                                    -        1,784
Purchase of real estate held for investment                                                  (765)           -
Purchase of premises and equipment                                                           (158)        (119)
Purchase of Bank-owned life insurance                                                           -       (9,000)
                                                                                           ------      -------
         Net cash provided by investing activities                                         18,396      102,980
                                                                                           ------      -------

</TABLE>

                 See notes to consolidated financial statements

                                       5
<PAGE>
                    TF FINANCIAL CORPORATION AND SUBSIDIARIES
           UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                         For the nine months ended
                                                                                September 30,
                                                                                -------------
                                                                             2002          2001
                                                                             ----          ----

<S>                                                                        <C>          <C>
Cash flows from financing activities
Net increase in deposits                                                      16,070       15,223
Net decrease in advances from Federal Home Loan Bank                          (5,000)     (22,500)
Net decrease in other borrowings                                                   -      (14,962)
Net decrease in advances from borrowers for taxes and insurance                 (344)        (387)
Exercise of stock options                                                        249          256
Purchase of treasury stock, net                                                 (376)        (998)
Common stock cash dividend                                                    (1,110)      (1,099)
                                                                            --------      -------
         Net cash provided by (used in) financing activities                   9,489      (24,467)
                                                                            --------      -------

         Net increase in cash and cash equivalents                            32,829       85,229

Cash and cash equivalents at beginning of period                              69,139       10,618
                                                                            --------      -------

Cash and cash equivalents at end of period                                  $101,968      $95,847
                                                                            ========      =======

Supplemental disclosure of cash flow information
Cash paid for
         Interest on deposits and advances                                  $ 17,155      $19,939
         Income taxes                                                       $  1,600      $ 1,595
Non-cash transactions
         Transfers from loans to real estate acquired through foreclosure   $    269      $     -

</TABLE>


                 See notes to consolidated financial statements



                                       6

<PAGE>

                    TF FINANCIAL CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - PRINCIPLES OF CONSOLIDATION

         The  consolidated   financial  statements  as  of  September  30,  2002
         (unaudited)   and  December  31,  2001  and  for  the  three-month  and
         nine-month  periods  ended  September  30,  2002 and  2001  (unaudited)
         include the accounts of TF Financial  Corporation  (the  "Company") and
         its wholly owned  subsidiaries Third Federal Savings Bank (the "Bank"),
         TF Investments  Corporation,  Penns Trail  Development  Corporation and
         Teragon  Financial  Corporation.  The  Company's  business is conducted
         principally through the Bank. All significant intercompany accounts and
         transactions have been eliminated in consolidation.

NOTE 2 - BASIS OF PRESENTATION

         The  accompanying  unaudited  consolidated  financial  statements  were
         prepared in accordance with instructions for Form 10-Q and,  therefore,
         do  not  include  all of  the  disclosures  or  footnotes  required  by
         accounting  principles  generally  accepted  in the  United  States  of
         America. In the opinion of management,  all adjustments,  consisting of
         normal  recurring  accruals,  necessary  for fair  presentation  of the
         consolidated  financial  statements have been included.  The results of
         operations for the periods ended September 30, 2002 are not necessarily
         indicative  of the results  which may be expected for the entire fiscal
         year  or  any  other  period.   For  further   information,   refer  to
         consolidated financial statements and footnotes thereto included in the
         Company's Annual Report on Form 10-K for the fiscal year ended December
         31, 2001.

NOTE 3 - CONTINGENCIES

         The Company,  from time to time, is a party to routine  litigation that
         arises in the normal course of business.  In the opinion of management,
         the  resolution of this  litigation,  if any, would not have a material
         adverse  effect on the Company's  consolidated  financial  condition or
         results of operations.

NOTE 4 - OTHER COMPREHENSIVE INCOME (LOSS)

         The Company's  other  comprehensive  income  consists of net unrealized
         gains on investment securities and mortgage-backed securities available
         for sale. Total comprehensive  income for the three-month periods ended
         September  30,  2002 and 2001 was  $1,682,000  and  $2,180,000,  net of
         applicable  income tax of $596,000 and  $919,000,  respectively.  Total
         comprehensive  income for the  nine-month  periods ended  September 30,
         2002 and 2001 was $5,416,000 and $5,700,000,  net of applicable  income
         tax of $2,052,000 and $2,255,000, respectively.

NOTE 5-  RECLASSIFICATIONS

         Certain prior period  amounts have been  reclassified to conform to the
         current period presentation.


                                       7
<PAGE>



NOTE 6- NEW ACCOUNTING PRONOUNCEMENTS

          On January 1, 2002, the Company adopted Financial Accounting Standards
          Board (FASB)  Statement of Financial  Accounting  Standards (SFAS) No.
          141, "Business  Combinations",  SFAS No. 142, "Goodwill and Intangible
          Assets",  and SFAS No. 144, "Accounting for the Impairment or Disposal
          of Long-Lived Assets". The adoption of these statements did not have a
          material impact on the financial condition or results of operations of
          the Company.

          On January 1, 2002,  the Company  also  adopted  Statement of Position
          (SOP) 01-6,  "Accounting  by Certain  Entities That Lend to or Finance
          the  Activities of Others",  which  reconciles  and conforms  existing
          differences in the accounting and financial  reporting guidance in the
          AICPA Audit and  Accounting  Guides,  Banks and Savings  Institutions,
          Audits of Credit  Unions,  and  Audits of Finance  Companies.  It also
          carries forward accounting  guidance for practices deemed to be unique
          to certain  financial  institutions.  The  adoption of this SOP had no
          impact on the Company's financial position or results of operations.

          On  October  1, 2002 the FASB  issued  SFAS No.  147,"Acquisitions  of
          Certain Financial  Institutions."  Except for transactions between two
          or more mutual  enterprises,  SFAS No. 147 removes the acquisitions of
          financial  institutions  from the  scope of both  SFAS No. 72 and FASB
          Interpretation No. 9 and requires that those transactions be accounted
          for in  accordance  with  SFAS No.  141 and SFAS No.  142.  Thus,  the
          requirement  of SFAS No. 72 to recognize (and  subsequently  amortize)
          any  excess of the fair  value of  liabilities  assumed  over the fair
          value of tangible and identifiable  intangible  assets acquired ("SFAS
          72 Goodwill")  as an  unidentifiable  intangible no longer  applies to
          acquisitions  within the scope of SFAS No. 147. In addition,  SFAS No.
          147 amends SFAS No. 144, "Accounting for the Impairment or Disposal of
          Long-Lived  Assets," to include  within its scope  long-term  customer
          relationship  intangible  assets  of  financial  institutions  such as
          depositor-relationship    intangible   assets.   Consequently,   those
          intangible assets are subject to undiscounted cash flow recoverability
          tests and impairment  loss  recognition  and  measurement  provisions.
          Finally,  SFAS No. 147 provides that branch acquisitions that meet the
          definition  of a  business  should  be  accounted  for  as a  business
          combination.  SFAS No. 147 is  effective  October  1,  2002,  although
          earlier  application  is  permitted.  The Company has elected to apply
          SFAS No. 147 as of January 1, 2002.

          The Company had  $4,324,000  of SFAS 72 Goodwill at December  31, 2001
          related to a 1996 branch  acquisition  that  management of the Company
          has  concluded  was a business  combination.  In  accordance  with the
          provisions  of SFAS  No.  147,  as of July 1,  2002  the  Company  has
          restated  its  financial  information  to remove the  amortization  of
          goodwill  from  the  Unaudited   Consolidated  Statement  of  Earnings
          retroactive  to  January  1,  2002.  Accordingly,  net  income for the
          quarterly  periods  ended March 31, 2002 and June 30, 2002 is restated
          to $1,285,000  and $995,000,  respectively.  In addition,  the Company
          will test the goodwill for impairment  prior to its fiscal year ending
          December 31, 2002. No impairment has been previously recognized.

                                       8
<PAGE>

                    TF FINANCIAL CORPORATION AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

TF  Financial   Corporation   may  from  time  to  time  make  written  or  oral
"forward-looking  statements",  including  statements contained in the Company's
filings with the Securities and Exchange  Commission  (including  this Quarterly
Report on Form 10-Q and the exhibits  thereto),  in its reports to  stockholders
and in other communications by the Company,  which are made in good faith by the
Company  pursuant to the "Safe  Harbor"  Provisions  of the  Private  Securities
Litigation Reform Act of 1995.

These  forward-looking  statements  involve  risks  and  uncertainties,  such as
statements  of the  Company's  plans,  objectives,  expectations,  estimates and
intentions that are subject to change based on various  important  factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal  Reserve  System,   inflation,   interest  rate,   market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the Company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes,  acquisitions;  changes in consumer spending
and saving habits; and the success of the Company at managing the risks involved
in the foregoing.

The  Company  cautions  that the  foregoing  list of  important  factors  is not
exclusive.  The  Company  does  not  undertake  to  update  any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the Company.

Financial Condition

The  Company's  total  assets at  September  30, 2002 and December 31, 2001 were
$726.1 million and $711.2 million,  respectively,  an increase of $14.9 million,
or 2.1%,  during  the  nine-month  period.  The  increase  in total  assets  was
primarily  the result of deposit  growth  that was first used to repay  advances
from the Federal Home Loan Bank and then  invested in  interest-earning  assets.
Cash and cash  equivalents  increased by $32.8  million.  Investment  securities
increased  by  $9.6  million  due to the  purchase  of  $13.3  million  of  such
securities.  Mortgage-backed  securities  available for sale  increased by $30.1
million as $68.0 million in purchases of such  securities  more than off-set the
principal  paydowns received from these securities.  Mortgage-backed  securities
held to maturity  decreased by $28.8 million due to the high rate of prepayments
of the mortgages  underlying  these  pass-through  securities.  Similarly,  high
prepayments of existing  mortgages in the loans  receivable  portfolio more than
off-set new loans closed and purchased,  causing a net decrease of $28.0 million
in loans receivable.

Total  liabilities  increased by $10.6  million due to $16.1  million in deposit
growth,  less $5.0 million in advances  from the Federal  Home Loan Bank,  which
were repaid as they matured.  Non-interest bearing

                                       9
<PAGE>

demand deposits grew by $1.2 million while  interest-bearing  checking  accounts
increased  by $1.6  million.  Savings and money  market  accounts  grew by $11.2
million and certificates of deposit increased by $2.1 million.

Total  consolidated  stockholders'  equity of the Company  was $62.4  million or
8.59% of total assets at September 30, 2002,  compared to $58.0 million or 8.15%
of assets at December 31, 2001. During the first nine months of 2002 the Company
repurchased  16,894 shares of its common stock and issued 21,338 shares pursuant
to the  exercise  of  stock  options.  As of  September  30,  2002,  there  were
approximately  114,000  shares  available  for  repurchase  under  a  previously
announced  share  repurchase  plan,  and the Company will continue to repurchase
shares as share availability and market conditions permit.

Asset Quality

 During the third quarter of 2002,  the  Company's  provision for loan and lease
losses was $150,000 compared with $124,000 during the third quarter of 2001. The
Company has not experienced any significant  deterioration  in its asset quality
during  the  third  quarter  of  2002,  nor  has  the  Company  experienced  any
significant change in the composition of its  non-performing  assets during such
period.

      The following table sets forth  information  regarding the Company's asset
quality (dollars in thousands):
<
                                                      September 30, December 31,
                                                      ------------- ------------
                                                          2002         2001
                                                          ----         ----
Non-performing loans                                     $3,275       $3,776
Ratio of non-performing loans to gross loans              0.93%        0.99%
Ratio of non-performing loans to total assets             0.45%        0.53%
Foreclosed property                                      $   84       $   40
Foreclosed property to total assets                       0.01%        0.01%
Ratio of total non-performing assets to total assets      0.46%        0.54%

Management  maintains an allowance  for loan and lease losses at levels that are
believed  to be  adequate;  however,  there can be no  assurances  that  further
additions will not be necessary or that losses inherent in the existing loan and
lease  portfolios will not exceed the allowance.  The following table sets forth
the  activity  in the  allowance  for loan and lease  losses  during the periods
indicated (in thousands):
                                              2002           2001
                                              ----           ----
Beginning balance, January 1,               $1,972         $1,714
Provision                                      838            249
Less: charge-off's (recoveries), net           850            155
                                            ------         ------
Ending balance, September 30,               $1,960         $1,808
                                            ======         ======




                                       10
<PAGE>
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

Net Income. The Company recorded net income of $1,375,000,  or $0.51 per diluted
share,  for the three months ended September 30, 2002 as compared to $1,151,000,
or $0.43 per diluted share, for the three months ended September 30, 2001.

Average Balance Sheet

The following  table sets forth  information  relating to the Company's  average
balance  sheet and  reflects  the average  yield on assets and  average  cost of
liabilities  for the  periods  indicated.  The yields and costs are  computed by
dividing  income or expense by the  average  daily  balance of  interest-earning
assets or interest-bearing liabilities, respectively, for the periods indicated.
<TABLE>
<CAPTION>
                                                                       Three months ended September 30,
                                                                       --------------------------------
                                                                 2002                                    2001
                                                    ----------------------------------      ----------------------------------
                                                    Average                   Average       Average                   Average
                                                    Balance     Interest      Yld/Cost      Balance     Interest      Yld/Cost
                                                    -------     --------      --------      -------     --------      --------
                                                                            (dollars in thousands)
<S>                                             <C>           <C>             <C>       <C>           <C>             <C>
Assets:
  Interest-earning assets:
    Loans receivable (1).......................    $348,675      $ 6,238         7.10%     $361,960      $ 7,042         7.72%
    Mortgage-backed securities.................     205,729        2,872         5.54%      205,605        3,322         6.41%
    Investment securities......................      54,051          608         4.46%       34,769          542         6.18%
    Other interest-earning assets(2)...........      80,811          320         1.57%       66,116          564         3.38%
                                                   --------      -------                   --------      -------
      Total interest-earning assets............     689,266       10,038         5.78%      668,450       11,470         6.81%
                                                                 -------                                 -------
Non interest-earning assets....................      34,176                                  28,862
                                                   --------                                --------
      Total assets.............................    $723,442                                $697,312
                                                   ========                                ========

Liabilities and stockholders' equity:
  Interest-bearing liabilities
    Deposits...................................    $436,272        2,565         2.33%     $411,985        3,548         3.42%
    Advances from the FHLB and other
               Borrowings......................     218,989        3,059         5.54%      222,368        3,105         5.54%
                                                   --------      -------                   --------      -------
      Total interest-bearing liabilities.......     655,261        5,624         3.41%      634,353        6,653         4.16%
                                                                 -------                                 -------
Non interest-bearing liabilities...............       6,908                                   7,414
                                                   --------                                --------
      Total liabilities........................     662,169                                 641,767
Stockholders' equity...........................      61,273                                  55,545
                                                   --------                                --------
      Total liabilities and stockholders' equity   $723,442                                $697,312
                                                   ========                                ========
Net interest income............................                  $ 4,414                                  $4,817
                                                                 =======                                  ======
Interest rate spread (3).......................                                  2.37%                                   2.65%
Net yield on interest-earning assets (4).......                                  2.54%                                   2.86%
Ratio of average interest-earning assets to
   average interest bering liabilities.........                                   105%                                    105%

</TABLE>
(1)  Nonaccrual loans have been included in the appropriate average loan balance
     category,  but  interest  on  nonaccrual  loans has not been  included  for
     purposes of determining interest income.
(2)  Includes interest-bearing deposits in other banks.
(3)  Interest-rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.
(4)  Net yield on  interest-earning  assets  represents net interest income as a
     percentage of average interest-earning assets.


                                       11
<PAGE>
Rate/Volume Analysis

The following table presents, for the periods indicated,  the change in interest
income and interest  expense (in thousands)  attributed to (i) changes in volume
(changes in the weighted average balance of the total interest earning asset and
interest bearing  liability  portfolios  multiplied by the prior year rate), and
(ii) changes in rate (changes in rate multiplied by prior year volume).  Changes
attributable  to the  combined  impact  of volume  and rate have been  allocated
proportionately based on the absolute value of changes due to volume and changes
due to rate.

<TABLE>
<CAPTION>
                                                                          Three months ended
                                                                             September 30,
                                                                             2002 vs. 2001
                                                           ----------------------------------------------
                                                                          Increase (decrease)
                                                                                due to
                                                           ----------------------------------------------
                                                                Volume              Rate             Net
                                                           ----------------------------------------------
<S>                                                           <C>             <C>             <C>
     Interest income:
          Loans receivable, net                                  $ (252)         $  (552)        $  (804)
          Mortgage-backed securities                                 14             (464)           (450)
          Investment securities                                     841             (775)             66
          Other interest-earning assets                             631             (875)           (244)
                                                           ---------------------------------------------
             Total interest-earning assets                        1,234           (2,666)         (1,432)
                                                           =============================================

     Interest expense:
          Deposits                                                1,246           (2,229)           (983)
          Advances from the FHLB and other borrowings               (54)               8             (46)
                                                           -----------------------------------------------
             Total interest-bearing liabilities                   1,192           (2,221)         (1,029)
                                                           ===============================================

     Net change in net interest income                           $   42          $  (445)        $  (403)
                                                           ===============================================
</TABLE>
Total Interest Income.  Total interest income decreased by $1.4 million or 12.5%
to $10.0 million for the three months ended September 30, 2002 compared with the
third quarter of 2001  primarily  because of the  consequences  of a substantial
decrease in market interest  rates.  Since the beginning of the first quarter of
2001, the Federal Reserve Board lowered the federal funds rate eleven times from
6.50% to 1.75%. Longer term market interest rates also decreased  significantly.
As a result, the Company's callable  investment  securities were called,  higher
coupon  mortgage-related  securities were paid down at an accelerated  rate, and
loans  receivable  were refinanced by borrowers at lower rates, or away from the
Bank,  resulting in large paydowns of higher yielding  loans.  In addition,  the
interest rates on the Company's  adjustable rate loans adjusted downward.  Thus,
each  component of the Company's  earning assets  produced less interest  income
because of declining market interest rates. In addition,  the repayment of these
mortgage-related  assets  produced cash and cash  equivalents in amounts greater
than the Corporation was able to reinvest back into longer-term, higher-yielding
assets;  thus, the Company's cash and cash equivalents were significantly higher
during the 2002 period, while the rate earned on these assets, the federal funds
rate minus 25 basis points,  was substantially  lower during the 2002 period. At
September 30, 2002 cash and cash equivalents  totaled $102.0 million or 14.0% of
total assets.

Total  Interest  Expense.  Total interest  expense  decreased by $1.0 million or
15.5% to $5.6 million for the  three-month  period ended  September 30, 2002. An
increase in deposit  interest  expense due to an increase in the average balance
of  deposits  was more than offset by lower  market  interest  rates  during the
period  and the lower  rates  paid on the  Company's  renewing  certificates  of
deposit that had been  originated  when market  interest  rates were higher.  In
addition,  during the fourth  quarter of 2001 and the first nine months of 2002,
the

                                       12


<PAGE>

Company lowered the interest rates paid on several of its other deposit products
in order to keep them in line with short term market interest rates,  mainly the
federal funds rate.

Non-interest  income. Total non-interest income was $982,000 for the three-month
period ended  September  30, 2002  compared with $474,000 for the same period in
2001.  The  increase is due to $419,000 in gains on sales of  securities  and an
$87,000  increase in income from the  Corporation's  bank-owned  life  insurance
which was purchased during August 2001.

Non-interest  expense.  Total non-interest expense decreased by $194,000 to $3.4
million for the three  months  ended  September  30,  2002  compared to the same
period in 2001. The decrease in non-interest expenses is largely attributable to
the elimination of $111,000 in amortization of goodwill.  Please refer to Note 6
of the Notes to Unaudited  Consolidated Financial Statements for an explanation.
The  Company's  effective  tax rate  during the third  quarter of 2002 was 24.2%
compared with 25.3% during the third quarter of 2001. The decrease is due to the
purchase of bank-owned life insurance during August 2001.




                                       13
<PAGE>
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

Net Income. The Company recorded net income of $3,655,000,  or $1.34 per diluted
share,  for the nine months ended  September 30, 2002 as compared to $4,097,000,
or $1.54 per diluted share, for the nine months ended September 30, 2001.

Average Balance Sheet

The following  table sets forth  information  relating to the Company's  average
balance  sheet and  reflects  the average  yield on assets and  average  cost of
liabilities  for the  periods  indicated.  The yields and costs are  computed by
dividing  income or expense by the  average  daily  balance of  interest-earning
assets or interest-bearing liabilities, respectively, for the periods indicated.

<TABLE>
<CAPTION>
                                                                        Nine months ended September 30,
                                                                           Three Months Ended March,
                                                                 2002                                    2001
                                                    --------------------------------        -------------------------------
                                                    Average                   Average       Average                   Average
                                                    Balance     Interest      Yld/Cost      Balance     Interest      Yld/Cost
                                                    -------     --------      --------      -------     --------      --------
                                                                            (dollars in thousands)
<S>                                          <C>           <C>             <C>       <C>           <C>             <C>
Assets:
  Interest-earning assets:
    Loans receivable (1).......................    $360,215      $19,398         7.20%     $360,781      $21,355         7.91%
    Mortgage-backed securities.................     206,506        9,120         5.90%      218,401       10,670         6.53%
    Investment securities......................      50,650        1,760         4.65%       54,614        2,452         6.00%
    Other interest-earning assets(2)...........      66,499          800         1.61%       39,088        1,140         3.90%
                                                   --------      -------                   --------      -------
      Total interest-earning assets............     683,870       31,078         6.08%      672,884       35,617         7.08%
                                                                 -------                                 -------
Non interest-earning assets....................      34,890                                  27,432
                                                   --------                                --------
      Total assets.............................    $718,760                                $700,316
                                                   ========                                ========

Liabilities and stockholders' equity:
  Interest-bearing liabilities
    Deposits...................................    $430,857        8,102         2.51%     $405,332       10,716         3.53%
    Advances from the FHLB and
          other Borrowings.....................     221,223        9,167         5.54%      232,679        9,761         5.61%
                                                   --------      -------                   --------      -------
      Total interest-bearing liabilities.......     652,080       17,269         3.54%      638,011       20,477         4.29%
                                                                 -------                                 -------
Non interest-bearing liabilities...............       7,340                                   7,986
                                                   --------                                --------
      Total liabilities........................     659,420                                 645,997
Stockholders' equity...........................      59,340                                  54,319
                                                   --------                                --------
   Total liabilities and stockholders' equity..    $718,760                                $700,316
                                                   ========                                ========
Net interest income............................                  $13,809                                 $15,140
                                                                 =======                                 =======
Interest rate spread (3).......................                                  2.54%                                   2.79%
Net yield on interest-earning assets (4).......                                  2.70%                                   3.01%
Ratio of average interest-earning assets to
average interest bearing liabilities...........                                   105%                                    105%

</TABLE>

(1)  Nonaccrual loans have been included in the appropriate average loan balance
     category,  but  interest  on  nonaccrual  loans has not been  included  for
     purposes of determining interest income.
(2)  Includes interest-bearing deposits in other banks.
(3)  Interest-rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.
(4)  Net yield on  interest-earning  assets  represents net interest income as a
     percentage of average interest-earning assets.

                                       14

<PAGE>
Rate/Volume Analysis

The following table presents, for the periods indicated,  the change in interest
income and interest  expense (in thousands)  attributed to (i) changes in volume
(changes in the weighted average balance of the total interest earning asset and
interest bearing  liability  portfolios  multiplied by the prior year rate), and
(ii) changes in rate (changes in rate multiplied by prior year volume).  Changes
attributable  to the  combined  impact  of volume  and rate have been  allocated
proportionately based on the absolute value of changes due to volume and changes
due to rate.

<TABLE>
<CAPTION>
                                                              Nine months ended
                                                                September 30,
                                                                2002 vs. 2001
                                                      ------------------------------------------
                                                             Increase (decrease)
                                                                   due to
                                                      ------------------------------------------
                                                         Volume           Rate            Net
                                                      ------------------------------------------
<S>                                                    <C>            <C>             <C>
     Interest income:
          Loans receivable, net                          $ (33)         $(1,924)        $(1,957)
          Mortgage-backed securities                      (561)            (989)         (1,550)
          Investment securities                           (168)            (524)           (692)
          Other interest-earning assets                    790           (1,130)           (340)
                                                      -----------------------------------------
             Total interest-earning assets                  28           (4,567)         (4,539)
                                                      =========================================

     Interest expense:
          Deposits                                       1,013           (3,627)         (2,614)
          Advances from the FHLB and other borrowings     (476)            (118)           (594)
                                                      -----------------------------------------
             Total interest-bearing liabilities            537           (3,745)         (3,208)
                                                      =========================================

     Net change in net interest income                   $(509)         $  (822)        $(1,331)
                                                      =========================================

</TABLE>
Total Interest Income.  Total interest income decreased by $4.5 million or 12.7%
to $31.1 million for the nine months ended  September 30, 2002 compared with the
first nine months of 2001 primarily because of the consequences of a substantial
decrease in market interest  rates.  Since the beginning of the first quarter of
2001, the Federal Reserve Board lowered the federal funds rate eleven times from
6.50% to 1.75%. Longer term market interest rates also decreased  significantly.
As a result the Company's  callable  investment  securities were called,  higher
coupon  mortgage-related  securities were paid down at an accelerated  rate, and
loans  receivable  were refinanced by borrowers at lower rates, or away from the
Bank,  resulting in large paydowns of higher yielding  loans.  In addition,  the
interest rates on the Company's  adjustable rate loans adjusted downward.  Thus,
each  component of the Company's  earning assets  produced less interest  income
because of declining market interest rates. In addition,  the repayment of these
mortgage-related  assets  produced cash and cash  equivalents in amounts greater
than the Corporation was able to reinvest back into longer-term, higher-yielding
assets;  thus, the Company's cash and cash equivalents were significantly higher
during the 2002 period, while the rate earned on these assets, the federal funds
rate minus 25 basis points,  was substantially  lower during the 2002 period. At
September 30, 2002 cash and cash equivalents  totaled $102.0 million or 14.0% of
total assets.

Total  Interest  Expense.  Total interest  expense  decreased by $1.3 million or
15.7% to $17.3 million for the  nine-month  period ended  September 30, 2002. An
increase in deposit  interest  expense due to an increase in the average balance
of  deposits  was more than offset by lower  market  interest  rates  during the
period  and the lower  rates  paid on the  Company's  renewing  certificates  of
deposit that had been  originated  when market  interest  rates were higher.  In
addition,  during the fourth  quarter of 2001 and the first nine months of 2002,
the Company  lowered  the  interest  rates paid on several of its other  deposit
products  in order to keep them in line with short term market  interest  rates,
mainly the federal funds rate.

                                       15
<PAGE>
Non-interest income. Total non-interest income was $1,988,000 for the nine-month
period ended  September 30, 2002 compared with $1,683,000 for the same period in
2001. The net increase is due to $419,000 in gains on sales of securities during
the  third  quarter  of  2002  and  a  $347,000  increase  in  income  from  the
Corporation's  bank-owned life insurance which was purchased during August 2001,
off-set in part by $444,000  non-recurring gain on the sale of real estate which
occurred during the second quarter of 2001.

Non-interest expense.  Total non-interest expense decreased by $765,000 to $10.2
million for the nine months ended September 30, 2002 compared to the same period
in 2001. The decrease in  non-interest  expenses is largely  attributable to the
elimination of $333,000 in amortization  of goodwill.  Please refer to Note 6 of
the Notes to Unaudited  Consolidated  Financial  Statements for an  explanation.
Occupancy and equipment  expense  decreased in part because the Company sold one
of its  branch  offices  during the fourth  quarter  of 2001,  and also  because
maintenance expenses were unusually high during the first quarter of 2001 due to
inclement weather.  Professional fees were lower during the first nine months of
2002 compared to the year earlier period mainly due to $60,000 of costs incurred
during the first quarter of 2001 associated with the  implementation of in-house
item processing and statement rendering capabilities.  The decrease in the other
operating expense category is caused by decreased loan servicing fees which were
lower by $73,000  due to a decrease  in the amount of loans  serviced by others,
and decreased  deposit account servicing  charges,  net of a related increase in
postage expense, which were lower by $89,000 because the Company began servicing
customer  accounts  using  in-house  item  processing  and  statement  rendering
capabilities installed during the first quarter of 2001. The Company's effective
tax rate  during the first  nine  months of 2002 was 23.9%  compared  with 25.9%
during the first nine months of 2001.  The  decrease  is due to the  purchase of
bank-owned life insurance during August 2001.

                                       16
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

The  Company's  liquidity  is a  measure  of its  ability  to  fund  loans,  pay
withdrawals of deposits, and other cash outflows in an efficient, cost-effective
manner.  The  Company's   short-term  sources  of  liquidity  include  maturity,
repayment and sales of assets,  excess cash and cash equivalents,  new deposits,
broker deposits,  other borrowings,  and new advances from the Federal Home Loan
Bank. There has been no material adverse change during  nine-month  period ended
September  30, 2002 in the ability of the Company and its  subsidiaries  to fund
their operations.

At September 30, 2002, the Company had commitments  outstanding under letters of
credit of $1.5  million,  commitments  to originate  or purchase  loans of $31.0
million, and commitments to fund undisbursed balances of closed loans and unused
lines of credit of $27.1 million.

Capital Requirements

The Bank is in compliance  with all of its capital  requirements as of September
30, 2002.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Asset and Liability Management

The  Company's  market risk  exposure is  predominately  caused by interest rate
risk,  which is defined as the  sensitivity of the Company's  current and future
earnings, the values of its assets and liabilities, and the value of its capital
to changes in the level of market  interest  rates.  Management  of the  Company
believes that there has not been a material adverse change in market risk during
the nine months ended September 30, 2002.


CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Chief  Executive  Officer and the Chief Financial  Officer (the  "Certifying
Officers") have evaluated the effectiveness of the Company's disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
report  and have  concluded  that such  controls  and  procedures  ensured  that
material  information was made known to them,  particularly during the period in
which this report was being prepared.

Internal Controls

The   Certifying   Officers  have  concluded  that  there  were  no  significant
deficiencies  in the  design or  operation  of  internal  controls  which  could
adversely affect the Company's ability to record, process,  summarize and report
financial data; nor have there been any significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

                                       17

<PAGE>

                    TF FINANCIAL CORPORATION AND SUBSIDIARIES

                                     PART II

ITEM 1.                    LEGAL PROCEEDINGS
                           Not applicable.

ITEM 2.                    CHANGES IN SECURITIES AND USE OF PROCEEDS
                           Not applicable.

ITEM 3.                    DEFAULTS UPON SENIOR SECURITIES
                           Not applicable.

ITEM 4.                    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                           Not applicable.

ITEM 5.                    OTHER INFORMATION
                           None

ITEM 6.                    EXHIBITS AND REPORTS ON FORM 8-K

                           (a)     Exhibits

                           99.1 Certification  pursuant to 18 U.S.C.ss.1350,  as
                           adopted pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002

                           (b)     Reports on Form 8-K
                                   None



                                       18

<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                      TF FINANCIAL CORPORATION




                                      /s/ John R. Stranford
                                      ---------------------
Date:      November 13, 2002          John R. Stranford
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)


                                      /s/ Dennis R. Stewart
                                      ---------------------
Date:      November 13, 2002          Dennis R. Stewart
                                      Senior Vice President and
                                      Chief Financial Officer
                                      (Principal Financial & Accounting Officer)


                                       19


<PAGE>


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


I, John R. Stranford, 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-14 and 15d-14) for the Registrant and we have:

a) designed  such  disclosure  controls and  procedures  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 as of a
date  within 90 days  prior to the filing  date of this  quarterly  report  (the
"Evaluation  Date");  and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation  Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  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 in the design or operation of internal controls
which  could  adversely  affect the  Registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  Registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the Registrant's internal controls; and

6. The  Registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



                                      /s/ John R. Stranford
                                      ---------------------
Date:      November 13, 2002          John R. Stranford
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

                                       20
<PAGE>

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

I, Dennis R. Stewart, Senior Vive 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-14  and  15d-14)  for the  Registrant  and we have:

a) designed  such  disclosure  controls and  procedures  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  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly  report (the  "Evaluation  Date");  and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  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 in the design or operation of internal controls
which  could  adversely  affect the  Registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  Registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the Registrant's internal controls; and


6. The  Registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant  deficiencies  and material  weaknesses.


                                      /s/ Dennis R. Stewart
                                      ---------------------
Date:      November 13, 2002          Dennis R. Stewart
                                      Senior Vice President and
                                      Chief Financial Officer
                                      (Principal Financial & Accounting Officer)



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