UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 2229, 2005

BF ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 0-15932 (Commission File Number) 94-3038456 (IRS Employer Identification No.)


Delaware	0-15932	94-3038456

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Bush Street, Suite 1250, San Francisco, California 94104 (Address of Principal Executive Offices) (Zip Code)

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 989-6580

Not Applicable

~~Not~~(Former ~~Applicable~~ name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING
	ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
	ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR
	ITEM 8.01. OTHER EVENTS
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

Please see the disclosure in Item 8.01 below.

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

Please see the disclosure in Item 8.01 below.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR

Please see the disclosure in Item 8.01 below.

ITEM 8.01. OTHER EVENTS

On ~~July~~August 2230, 2005, BF Enterprises, Inc. (the “Company”) issued a press release announcing that, on ~~its~~August 29, ~~Board~~2005, ofit ~~Directors~~filed ~~had~~with ~~unanimously~~the ~~approved~~Secretary ~~revised~~of ~~terms~~State of a ~~1-for-3,000~~the ~~reverse~~State ~~split~~ of ~~its~~Delaware ~~common~~(a) a ~~stock~~Certificate of Amendment to bethe ~~followed~~Company’s ~~immediately~~Restated byCertificate of Incorporation to effect a ~~3,000~~1-for-13,000 ~~forward~~reverse stock split of ~~its~~the Company’s common stock (the “Reverse~~/Forward~~ Stock Split”). ~~Holders~~and of(b) a ~~less~~Certificate ~~than 3,000 shares~~ of ~~common~~Amendment ~~stock prior~~ to the ~~Reverse/Forward~~Company’s ~~Stock~~Restated ~~Split~~Certificate ~~will~~of ~~receive~~Incorporation ~~cash~~to ~~payments~~effect ofa ~~$8.95 per pre~~3,000-~~split~~for-1 ~~share. The anticipated result of the Reverse/Forward Stock Split will be to reduce the~~forward ~~number~~stock ofsplit ~~stockholders~~ of ~~record of~~ the Company’s tocommon ~~fewer~~stock ~~than 300. The Company intends to cease filing periodic reports with~~ (the ~~Securities~~“Forward ~~and~~Stock ~~Exchange~~Split,” ~~Commission~~ and towith ~~terminate~~ the ~~listing~~Reverse ofStock ~~its~~Split, ~~common stock on~~ the ~~Nasdaq~~“Reverse/Forward ~~National~~Stock ~~Market System~~Split”). The ~~Board of Directors has approved the~~ Reverse~~/Forward~~ Stock Split ~~based~~took ~~on,~~effect ~~among~~at ~~other~~6:00 ~~factors, its determination that the Company~~p.m. ~~achieves~~(Eastern ~~few~~Daylight ofTime) ~~the~~yesterday, ~~benefits~~August 29, of2005. ~~public~~The ~~ownership~~Forward ~~because~~Stock ofSplit atook ~~lack~~effect ofat ~~an active trading market for~~6:01 ~~its common stock while remaining burdened with the significant costs of being a publicly held company~~p.m. A(Eastern ~~copy~~Daylight ofTime) ~~the~~yesterday, ~~press release issued by the Company is attached hereto as Exhibit~~August ~~99.1~~29, ~~and is incorporated herein by reference~~2005.

Stockholders owning fewer than 3,000 shares of the Company’s common stock immediately prior to the Reverse Stock Split did not participate in the Forward Stock Split and have the right to receive cash at a price of $8.95 per share owned by such stockholders immediately prior to the Reverse Stock Split. Stockholders owning 3,000 or more shares of the Company’s common stock immediately prior to the Reverse Stock Split will participate in the Forward Stock Split and will, therefore, continue to own the same number of shares of the Company’s common stock immediately after the consummation of the Reverse/Forward Stock Split as they did immediately before the transaction.

Based on information available to the Company, the number of holders of record of the Company’s common stock has been reduced to fewer than 300 as a result of the Reverse/Forward Stock Split, and the Company intends to file a Form 15 with the Securities and Exchange Commission (the “SEC”) on August 30, 2005, in order to terminate the registration of its common stock under the Securities Exchange Act of 1934, as amended. Upon the filing of the Form 15, in the absence of action by the SEC, the Company will no longer be required to file periodic reports with the SEC, including annual reports on Form 10-KSB and quarterly reports on Form 10-QSB, and will no longer be subject to the SEC’s proxy rules. In addition, the Company has sent a letter to the Nasdaq National Market requesting that the Company’s common stock be delisted from the Nasdaq National Market System prior to the opening of the market on August 30, 2005.

A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Number		Exhibit
99.1		BF Enterprises, Inc. Press Release, dated ~~July~~August 2230, 2005.

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 hereunto duly authorized.

Dated: July 22, 2005	BF ENTERPRISES, INC.
	By:	/s/ Brian P. Burns, Jr.
		Name:	Brian P. Burns, Jr.
		Title:	President


BF ENTERPRISES, INC.
By:	/s/ Brian P. Burns, Jr.
	Name:	Brian P. Burns, Jr.
	Title:	President

Dated: August 30, 2005

EXHIBIT INDEX

Exhibit No.		Description
99.1		BF Enterprises, Inc. Press Release, dated ~~July~~August 2230, 2005.

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