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 12, 2008
                                                           ------------

                        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 2.02       RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
                ---------------------------------------------

         On May 12, 2008, Tri-County Financial Corporation (the "Company"), the
holding company for Community Bank of Tri-County, disseminated a letter to
shareholders that reported the Company's results of operations and financial
condition for the three months ended March 31, 2008 and the status of a branch
expansion and renovation.

         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 12, 2008                    By: /s/ Michael L. Middleton
                                           -------------------------------------
                                           Michael L. Middleton
                                           President and Chief Executive Officer

EX-99

                                                                    EXHIBIT 99.1

May 12, 2008


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, 2007. For the year ended December 31, 2007, the Company grew by
3.98% to $598,405,834 in total assets. Net income increased to $5,105,635
compared to $4,441,257 for 2006. While the total asset growth was modest, the
Company was successful in its efforts to increase the net interest margin and
non-interest income. For 2007, its diluted earnings per share increased to $1.79
compared to $1.58 in the previous year.

A successful Private Placement Offering was conducted in the fourth quarter of
the 2007, raising $7,000,000 in new capital, which should provide us with ample
capital for our projected growth. As the largest independent financial
institution headquartered in Southern Maryland, we feel that the opportunities
for safe and sound growth within our market are great. According to the latest
FDIC statistics, Community Bank is third in market share in a highly competitive
environment. Overall deposit growth was 6.45% or $26,980,613, while retail
deposit growth was up 13% or $51,566,998. The Bank continues to derive most of
its funding from retail deposits while utilizing wholesale funding when
appropriate to meet its business plan.

In January 2008, the Bank opened its tenth retail center in Lusby, Maryland. In
addition, construction of its regional office in Leonardtown is progressing. We
expect it to open in mid-July. We plan to relocate several departments,
including the IT department, to that site. This will allow the orderly growth of
staffing at our headquarters while enhancing our performance.

 The Bank has been very successful as the "employer of choice" for financial
institutions in our region. We have attracted some very talented bankers and
continue to seek only the best qualified staff for our Bank. Your Board of
Directors has implemented a management succession plan and expanded the senior
level of management over the last year. Our investment in Human Resources
enables us to deliver our services efficiently and to exceed our customers'
expectations at every opportunity.

In this challenging economic environment, I feel that there are significant
opportunities for a company as well positioned as Tri-County Financial. Thank
you for your support and I look forward to serving you as we capitalize on these
opportunities to build value for our shareholders.

Yours truly,

/s/ Michael L. Middleton

Michael L. Middleton
Chairman of the Board