**Exhibit 31.2**

CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEYACT OF 2002

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

1. I have reviewed thisquarterly 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 factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

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

4. The Registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the Registrant and we have:

a) designed such disclosurecontrols and procedures , or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the Registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

b) evaluated theeffectiveness of the Registrant’s disclosure controls and procedures andpresented in this quarterly report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; and

c) disclosed in this reportany change in the Registrant’s internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)), that occurred duringthe Registrant’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 othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the Registrant’s auditors and theaudit committee of Registrant’s board of directors (or persons performing theequivalent function):

a) all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Registrant’s ability to record, process, summarize and reportfinancial information; and

b) any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Registrant’s internal control over financial reporting.
| Date:  | November 13, 2006 |   | /s/ Dennis R. Stewart                          |   |
|--------|-------------------|--------|------------------------------------------------|--------|
|   |              |   | Dennis R. Stewart                              |   |
|   |              |   | Executive Vice President and                   |   |
|   |              |   | Chief Financial Officer                        |   |
|   |              |   | (Principal Financial & Accounting Officer) |   |

 

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