8-K

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                                  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): October 25, 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))

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ITEM 7.01       REGULATION FD DISCLOSURE.
                ------------------------

         On October 25, 2006, Tri-County Financial Corporation (the "Company"),
the holding company for Community Bank of Tri-County, announced that its Board
of Directors declared a 3-for-2 stock split of its outstanding common stock,
payable in the form of a 50% stock dividend. The stock split entitles each
shareholder of record at the close of business on November 6, 2006 to receive
one additional share for every two shares of common stock held on that date. The
Company will pay cash in lieu of issuing fractional shares based on the closing
price on the record date, as adjusted for the split. The additional shares
resulting from the split will be distributed by the Company's transfer agent on
or about November 27, 2006.

         A copy of the Company's press release dated October 25, 2006 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              Press Release Dated October 25, 2006


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                                   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: October 25, 2006                By: /s/ Michael L. Middleton
                                           -------------------------------------
                                           Michael L. Middleton
                                           President and Chief Executive Officer

EX-99.1

FOR IMMEDIATE RELEASE

                    TRI-COUNTY FINANCIAL CORPORATION DECLARES
                              A 3-FOR-2 STOCK SPLIT


WALDORF, MARYLAND, October 25, 2006--Tri-County Financial Corporation (OTCBB:
TCFC), the holding company for Community Bank of Tri-County, announced today
that its Board of Directors declared a 3-for-2 stock split of its outstanding
common stock, payable in the form of a 50% stock dividend. The stock split
entitles each shareholder of record at the close of business on November 6, 2006
to receive one additional share for every two shares of common stock held on
that date. Tri-County Financial will pay cash in lieu of issuing fractional
shares based on the closing price on the record date, as adjusted for the split.
The additional shares resulting from the split will be distributed by Tri-County
Financial's transfer agent on or about November 27, 2006. Currently, Tri-County
Financial has approximately 1,768,336 shares of common stock outstanding.

From November 6, 2006 through November 27, 2006, shares of Tri-County Financial
will trade with due bills, which entitle those who buy the stock during this
time to receive the 50% stock dividend.

Tri-County Financial Corporation is the bank holding company for Community Bank
of Tri-County, which conducts business through its main office in Waldorf,
Maryland, and eight branch offices in Bryans Road, Dunkirk, Leonardtown, La
Plata, Charlotte Hall, Prince Frederick and California, Maryland.

This report contains certain forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are subject to certain risks and uncertainties including changes
in economic conditions in the Corporation's market area, changes in policies by
regulatory agencies, fluctuations in interest rates, loan demand in the
Corporation's market area, and competition that could cause actual results to
differ materially from historical earnings and those presently anticipated or
projected. The Corporation wishes to caution readers not to place undue reliance
on any such forward-looking statements, which reflect management's analysis only
as the date made. The Corporation does not undertake any obligation to publicly
revise these forward-looking statements to reflect events or circumstances that
arise after the date of such statements.