8-K

 1

                                  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, 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
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                    (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 June 23, 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
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: June 23, 2008                   By: /s/ Michael L. Middleton
                                           -------------------------------------
                                           Michael L. Middleton
                                           President and Chief Executive Officer

EX-99.1

                                                                    EXHIBIT 99.1

Dear Shareholder:

I am pleased to report to you the results of operations of Tri-County Financial
Corporation and its banking subsidiary, Community Bank of Tri-County (the
"Bank"), for the three months ended March 31, 2008. Net income increased
$306,622, or 30.37%, to $1,316,241 for the quarter compared to $1,009,619 for
the same period last year, resulting in an increase in diluted earnings per
share to $0.42 for the three months ended March 31, 2008, compared to $0.38 for
the three months ended March 31, 2007.

The significant increase in net income was caused by several factors. Net
interest and non-interest income increased, while the Bank's excellent asset
quality enabled it to decrease the provision for loan losses compared to the
prior year. Meanwhile, the Bank's non-interest expense increased only modestly
from the same period in the prior year. Net interest income increased as a
result of the Bank's growth in earning assets and in interest rate spread.
Non-interest income improved while the Bank sought to further control the growth
of non-interest expense.

Nationally and internationally, there has been a focus on the worsening climate
for financial institutions. We have seen many of the world's largest banks,
brokerages, and insurance companies announce unprecedented losses. In many
areas, the local housing markets appear to be suffering from deflationary
pressures. We believe that the Bank's longstanding conservative lending culture
will continue to be of benefit as we navigate in turbulent times. As a result of
this culture, the Bank's delinquency rates remain well below its peer community
banks and management is carefully monitoring the market conditions as the
economic crisis continues to unfold.

In this economic contraction, the Federal Reserve has moved rates down with
alacrity to very low levels. This low interest rate environment may begin to
compress margins until such time as a recovery begins to emerge.

Our asset growth since December 31, 2007 has been moderate at $35,250,414 or
5.89%. The majority of the growth has been focused in loans, interest-bearing
deposits with banks, and investments. Deposit growth has been $15,776,760 or
3.55%. In addition to retail deposits, the Bank has selectively used long-term
debt to fund asset growth.

Having completed the retail branch in Lusby, Maryland, construction continues on
our regional banking center in Leonardtown. This facility will provide back
office space as well as a retail branch for our St. Mary's County market. It is
scheduled to open in the third quarter of 2008.

The Bank remains focused on serving its primary market in Southern Maryland as a
stable source of banking services for its community. With your continued
support, we can increase our market share with our strength as the leading
community based financial services company in our markets.

Yours truly,

/s/ Michael L. Middleton

Michael L. Middleton
President
Chairman of the Board