8-K

                                  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): June 23, 2006
                                                         -------------

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

         Maryland                       0-18279               52-1652138
         --------                      ---------              ----------
(State or other Jurisdiction of       (Commission           (IRS Employer
incorporation or organization)        File Number)          Identification No.)

                 3035 Leonardtown Road, Waldorf, Maryland 20601
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (301) 645-5601
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
          (Former 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:

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

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

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

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






ITEM 2.01    RESULTS OF OPERATION AND FINANCIAL CONDITION.
             --------------------------------------------

         On June 23, 2006, Tri-County Financial Corporation, the holding
company for Community Bank of Tri-County, disseminated a letter to its
stockholders in which its reported the results of operations and financial
condition for the three months ended March 31, 2006.

         A copy of the letter sent to stockholders is attached as Exhibit 99.1
and incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.
             ---------------------------------

        (a)  Financial Statements of Businesses Acquired: Not applicable

        (b)  Pro Forma Financial Information:  Not applicable

        (c)  Shell Company Transactions:  Not applicable

        (d)  Exhibits

             Number            Description
             ------            -----------

             99.1              Letter to Stockholders





                                       2




                                   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: June 23, 2006                 By: /s/ Michael L. Middleton
                                          --------------------------------------
                                          Michael L. Middleton
                                          President and Chief Executive Officer






                                       3

EX-99.1

Dear Shareholder:

I am pleased to report to you the results of operations for Tri-County Financial
Corporation and its banking subsidiary, Community Bank of Tri-County, for the
three months ended March 31, 2006. Net Income for the period declined to
$973,137 compared to $1,024,361 and diluted earnings per share was $0.52
compared to $0.56 for the same period in 2005. Total assets increased to
$546,522,744 up $541,287,475 from December 31, 2005. Total liabilities changed
slightly to $511,220,604 from $506,709,319 at December 31, 2005.

The decline in net income over the comparable period is attributed to a
combination of several factors. Net interest income increased by 13.3% compared
to the three months ended March 31, 2005, while non-interest expense, which
includes personnel and operating expenses, increased by 22.8% over the 2005
first quarter level. The net interest income improvement was the result of
increased interest rates on earning assets which was the outcome of rising
interest rates and the continued shift away from investment securities into
loans receivable. The increase in non-interest expense was the result of
continued investment in highly skilled employees, retail infrastructure to
support asset growth and increased professional expense related to regulatory
compliance. The Bank also expensed incentive stock option expense of $60,000 in
the current quarter. This is the first year that expensing these options was
required.

Loans continue to experience modest growth in a slowing market. Net growth was
$10,108,553 during the first quarter of the year compared to $27,622,348 or 9.5%
in 2005. Loan growth for 2006 occurred primarily in the areas of commercial real
estate, commercial lines of credit, and residential first mortgages. This growth
was funded with net deposit growth of $8,744,990 and further curtailment of the
investment portfolio. With the flat yield curve present in the financial markets
and the reduction of momentum in the residential and commercial real estate
market, it is reasonable to assume that the slower growth phase of the business
cycle may endure for several more quarters.

On another front, plans are well underway in 2006 to expand the footprint of the
Bank with a de novo branch and modernization of our branch in Leonardtown by
doubling its size. These should be completed in the fourth quarter of 2006 or
early 2007.

As we progress through the year, your continued support is greatly appreciated
and essential for the continued success of your Company. Together, your board
and management team are working to enhance the franchise value of the Company
and to maintain a strong presence in Southern Maryland.

Yours truly,

/s/ Michael L. Middleton

Michael L. Middleton
President
Chairman of the Board