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): May 9, 2007
                                   -----------

                        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 8.01   OTHER EVENTS.
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      On May 9, 2007, Tri-County Financial Corporation (the "Company"), the
holding company for Community Bank of Tri-County, disseminated a letter to
shareholders at its Annual Meeting of Shareholders that reported: (1) the
Company's results of operations and financial condition for the year ended
December 31, 2006; (2) an investment in an investment company; and (3) the
status of a branch expansion and renovation. The information relating to the
Company's results of operations and financial condition was previously disclosed
in its Annual Report on Form 10-K for the year ended December 31, 2006.

      A copy of the letter to shareholders 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 Shareholders

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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: May 10, 2007              By: /s/ Michael L. Middleton
                                     --------------------------------------
                                     Michael L. Middleton
                                     President and Chief Executive Officer

EX-99

                 [TRI-COUNTY FINANCIAL CORPORATION LETTERHEAD]


May 9, 2007


Dear Shareholder:

I am pleased to report to you the success of your company, Tri-County Financial
Corporation and its subsidiary Community Bank of Tri-County for the year ended
December 31, 2006. This year marks the twentieth anniversary of the initial
public offering by the Company. In 2006, the Company grew by 6.3% to
$575,496,014 in total assets. Net income increased to $4,441,257 compared to
$3,979,343 for 2005. For comparison purposes, in 1986, total assets were
$77,148,648 with net income of $453,281. The Company is the eighth largest bank
holding company headquartered in Maryland and the eleventh largest in the D.C.
metro area. According to the most recent FDIC statistics, the Bank is third in
deposit market share for Southern Maryland. For 2006, its diluted earnings per
share increased to $2.16 compared to $2.07 of the previous year.

With the national economy slowing and the interest rate yield essentially flat
across the whole curve, the performance of the Company and Community Bank has
been maintained in the face of squeezing interest margins. Its loan portfolio
continues to perform well and the levels of delinquency are significantly below
peer banks. Going forward, with the balance sheet restructuring accomplished,
the Bank is focusing on increasing its non-interest income levels to help drive
profitability. To that point, the Bank purchased an equity stake in BI
Investments, LLC, which is a full service investment company. Through this
structure, Community Bank's Asset Management Group can offer a branded, low-cost
platform for investment services to our clients.

The Company, through the Bank, is expanding its franchise with the scheduled
construction of the Lusby, Calvert County retail center. This project is
expected to be completed in the fourth quarter and will be the Bank's tenth
retail center. The Leonardtown retail center has been demolished and
construction for a 13,500 square foot regional banking center is scheduled to
begin in late May.

As in the past twenty years, on behalf of your Board of Directors, management
and staff, I thank you for your support and look forward to serving you in the
future as we build the franchise value for our shareholders.

Yours truly,

/s/ Michael L. Middleton

Michael L. Middleton
Chairman of the Board