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    135 Commonwealth Drive

    Menlo Park, California 94025

    Tel: (650) 328-4600 Fax: (650) 463-2600

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Boston

    New York

    Brussels

    Northern Virginia

    Chicago

    Orange County

    Frankfurt

    Paris

    Hamburg

    San Diego

    June 27, 2005

    Hong Kong

    San Francisco

    London

    Shanghai

    Los Angeles

    Silicon Valley

    Milan

    Singapore

    Moscow

    Tokyo

    VIA EDGAR TRANSMISSION AND FEDERAL EXPRESS

    New Jersey

    Washington, D.C.

    File No. 017864-0000

Jeffrey B. Werbitt, Esq.

Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0303

    Re:

    BF Enterprises, Inc.

    Schedule 13E-3/A filed on May 27, 2005, File No. 5-40124

    (the “Schedule 13E-3”)

    Amendment No. 1 to Schedule 14C filed on May 27, 2005, File No. 0-15932

    (the “Information Statement”)

Dear Mr. Werbitt:

     We are in receipt of your letter dated June 10, 2005 with respect to the above-referenced
filings by BF Enterprises, Inc. (the “Company”). The Company is filing (1) Amendment No. 2
to the Transaction Statement on Schedule 13E-3/A (the “Amended Schedule 13E-3”) and
(2) Amendment No. 2 to the Information Statement on
Schedule 14C (the “Amended Information Statement”) with this response letter. We are responding to your comments on behalf of the
Company as set forth below. Courtesy copies of this letter are being submitted to the Staff via
overnight courier.

     The Company’s responses set forth in this letter are numbered to correspond to the numbered
comments in your letter. For ease of reference, we have set forth your comments (in italics) and
the Company’s responses below.

Mr. Jeffrey B. Werbitt

June 27, 2005

Page 2

Information Statement on Schedule 14C

Special Factors, page 12

    Background of the Reverse/Forward Stock Split, page 15

    1.

    We note on page 19 that you discuss the progress report on the company’s discussions with the
regulatory authorities in Pasco County, Florida. Please expand the disclosure to more clearly
discuss the significance of this report, as it related to the board’s deliberations regarding
the feasibility and fairness of going private pursuant to a reverse stock split.

     In accordance with the Staff’s comment, the Company has revised page 19 of the Information
Statement.

    Effects of the Reverse/Forward Stock Split, page 21

    2.

    You indicate throughout this information statement that you “intend for the Reverse/Forward
Stock Split to treat stockholders holding Common Stock in street name ... in the same manner
as stockholders whose shares are registered in their names.” In this regard, you advise
stockholders to contact their nominees. Elaborate upon why and how stockholders should
instruct their nominees in order to ensure that the Reverse/Forward Stock Split will have the
desired effect. For example, it would appear that, if no contact by the stockholder is made
to their nominee, the Reverse/Forward Stock Split will be effectuated at the record level,
perhaps causing the shareholder to not be cashed out if their nominee also holds shares for
other beneficial holders.

     In
accordance with the Staff’s comment, the Company has revised
pages 2, 8, 9, 22 and 41 of
the Information Statement.

    Federal Income Tax Consequences of the Reverse/Forward Stock Split, page 23

    3.

    Please explain how the federal income tax consequences for your security holders differ
depending on the number of shares of pre-split common stock owned.

     In accordance with the Staff’s comment, the Company has revised page 24 of the Information
Statement.

    4.

    We refer you to prior comment 19. Although you disclose that the federal income tax
consequences may differ depending on the number of shares of pre-split common stock owned,
disclose whether the tax consequences for the company and its affiliates differ from those of
the unaffiliated security holders. If so, address this difference and to clarify whether this
potential difference was a reason for undertaking this transaction in this form at this time.
See Item 1013(c) of Regulation M-A.

     In accordance with the Staff’s comment, the Company has revised page 24 of the Information
Statement.

Mr. Jeffrey B. Werbitt

June 27, 2005

Page 3

    Fairness of the Reverse/Forward Stock Split to Stockholders, page 26

    5.

    We note that in determining that the transaction is fair to BF Enterprises unaffiliated
security holders, the board and Mr. Burns adopted Sutter’s analysis and conclusions. In light
of the fact that the fair value derived by Sutter is of February 28, 2005, please revise your
disclosure to explain whether there have been any events or occurrences that have since
impacted the valuation of the company. Also, disclose whether the board and Mr. Burns
continue to believe that the transaction is fair to the company’s unaffiliated security
holders based on the Sutter’s conclusions and analysis.

     The Company acknowledges the Staff’s comment. As discussed in the telephone conversation
between Jeffrey B. Werbitt of the Staff and Gregory Chin on June 12, 2005:

    •     the Company is confirming that, prior to the distribution of a definitive
Information Statement (the “Definitive Information Statement”) and the filing of a
final Schedule 13E-3 (the “Final Schedule 13E-3”), the Company will update the
Amended Schedule 13E-3 and the Amended Information Statement based on an additional
valuation report and final opinion (the “Updated Valuation and Final Opinion”) to be
received from Sutter Securities Incorporated (“Sutter Securities”);

    •     the Company is confirming that, in the Definitive Information Statement and Final
Schedule 13E-3, the board of directors (the “Board”) and Mr. Brian P. Burns will
disclose whether they continue to believe that the transaction is fair to the Company’s
unaffiliated security holders based on the Updated Valuation and Final Opinion of Sutter
Securities; and

    •     the Company proposes to request updated analysis of the share ownership of the
Company (the “Updated Share Distribution Analysis”) from MacKenzie Partners, Inc.
(“MacKenzie”), and, based upon such analysis, to update disclosure in the Amended
Information Statement relating to the number of record holders and beneficial owners of
Common Stock of the Company, and the number of shares to be cashed out in connection with
the Reverse/Forward Stock Split (as defined in the Amended Information Statement)
prior to the distribution of the Definitive Information Statement and the filing of the
Final Schedule 13E-3.

        Based on the foregoing, the description of the opinion of Sutter Securities currently set
forth on pages 33-38 of the Amended Information Statement will be replaced in its entirety by the
description of the Updated Valuation and Final Opinion to be received from Sutter Securities.
Sutter Securities’ valuation methodology will not change. As a result, the Company anticipates
that the only changes to the current disclosure, including the description of the non-public
information used by Sutter Securities in formulating its fairness opinion (the “Sutter
Non-Public Information”), will consist of non-material updates to the Sutter Non-Public
Information, non-material updates to the quantitative results of Sutter Securities’s analysis based
upon the passage of time, and changes, if any, to the forecasted timing and amount of sales
proceeds from the Company’s real estate assets.

Mr. Jeffrey
B. Werbitt

June 27, 2005

Page 4

    6.

    We refer you to prior comment 20. Please discuss whether the board considered any
different factors with regard to the two categories of unaffiliated stockholders. That is,
did any factors support the determination with regard to the stockholders being cashed out but
not those that were remaining?

     In accordance with the Staff’s comment, the Company has revised pages 28 and 29 of the
Information Statement.

    Procedural Fairness to All Stockholders, page 29

    7.

    We note your response to prior comment 23 and your indication that the board “considered
obtaining approval of a majority of the unaffiliated stockholders and determined that doing so
would not be necessary or prudent for the reasons discussed ....” While the approval of a
majority of the unaffiliated stockholders might not be necessary, it is unclear how the
disclosure to which you refer readers addresses why it is not prudent. Please revise with a
view towards explaining how the board determined the going private transaction to be fair
absent this procedural safeguard.

     The Company acknowledges the Staff’s comment and agrees that “not prudent” does not accurately
describe the reasons that the Board determined not to condition approval of the transaction on the
approval of a majority of the unaffiliated stockholders. In accordance with the Staff’s comment,
the Company has revised pages 31 and 39 of the Information Statement to explain more precisely how
the Board determined the going private transaction to be fair absent this procedural safeguard.

    Opinion of Sutter Securities, page 31

    8.

    Refer to prior comment 27. Any non-public information used by Sutter Securities in
formulating its fairness opinion should be summarized in the filing. Please revise to include
this information. Also, in an appropriate place in this disclosure, please indicate whether
the board reviewed, for accuracy and completeness, this financial information
and whether the board found Sutter Securities’ reliance upon those materials to be
reasonable.

     In accordance with the Staff’s comment, the Company has revised pages 33 through 37 of the
Information Statement. The Company confirms that it has summarized all Sutter Non-Public
Information. The Company has not summarized certain non-public information provided to Sutter
Securities, such as information relating to the book value of certain real estate assets as of
February 28, 2005, to the extent that Sutter Securities did not use such information in formulating
its fairness opinion. The Board has not yet reviewed, for accuracy and completeness, the Sutter
Non-Public Information, but will review the updated Sutter Non-Public Information in connection
with its review of the Updated Valuation and Fairness Opinion. On the basis of this review of the
Sutter Non-Public Information, in the Definitive Information Statement and Final Schedule 13E-3,
the Company will indicate whether the Board reviewed, for accuracy and completeness, the Sutter
Non-Public Information and found Sutter Securities’ reliance upon these materials to be reasonable.

***

Mr. Jeffrey B. Werbitt

June 27, 2005

Page 5

     Thank you for your assistance in this matter. If you have any questions or comments
regarding the foregoing, please do not hesitate to contact the undersigned at (650) 463-2606.

    Very truly yours,

    /s/ Christopher L. Kaufman

    Christopher L. Kaufman

    of LATHAM & WATKINS LLP

Enclosures

    cc:

    Brian P. Burns, Chairman and Chief Executive Officer, BF Enterprises, Inc.

Brian P. Burns, Jr., President, BF Enterprises, Inc.