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): July 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))






ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
              ------------------------------------------

         On July 9, 2007, the board of directors of Tri-County Financial
Corporation (the "Company"), the holding company for Community Bank of
Tri-County, amended the Tri-County Financial Corporation 2005 Equity
Compensation Plan to add in the definition of fair market value that if the
difference between the bid and the asked price was greater than one dollar, fair
market value will mean the last sales price reported on the Over the Counter
Bulletin Board (as published by The Wall Street Journal, if published).

ITEM 8.01     OTHER EVENTS.
              ------------

         On July 9, 2007, the Company issued a press release in which it
announced that it commenced a private placement offering of up to 250,000 shares
of common stock at an offering price of $26.25 per share. A copy of the press
release announcing the private placement offering 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 July 9, 2007







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

EX-99.1

FOR IMMEDIATE RELEASE


                        TRI-COUNTY FINANCIAL CORPORATION
                      ANNOUNCES PRIVATE PLACEMENT OFFERING


WALDORF, MARYLAND, JULY 9, 2007 -- On July 9, 2007, Tri-County Financial
Corporation (OTCBB: TCFC) (the "Company") commenced a private placement offering
of up to 250,000 shares of the Company's common stock, par value $0.01 per
share, at an offering price of $26.25 per share, or up to an aggregate of $6.5
million. The Company intends to sell the shares only through the members of its
Board of Directors and Senior Management, none of whom are associated with a
securities broker/dealer, and no selling commissions or other form of
compensation will be paid to any party in connection with the sale of shares.
The Company expects that the offering will terminate not later than October 31,
2007. However, the Company reserves the right, in its sole discretion, to extend
the offering period until December 31, 2007.

The offering is being made to select persons through a Confidential Private
Placement Memorandum in reliance upon exemptions from the registration
requirements of the Securities Act of 1933. This press release is not an offer
to sell or the solicitation of an offer to buy the securities, nor shall there
be any offer or sale of the securities in any state in which the offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

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 Waldorf, Bryans Road, Dunkirk,
Leonardtown, La Plata, Charlotte Hall, Prince Frederick and California,
Maryland.

Contact:   Michael L. Middleton
           President and Chief Executive Officer
           (888) 745-2265 ext. 1053