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): September 11, 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 8.01   OTHER EVENTS.
            ------------

      On September 11, 2008, Tri-County Financial Corporation (the "Company"),
the holding company for Community Bank of Tri-County (the "Bank"), announced
that the United States Department of Treasury's seizure of control of Fannie Mae
and Freddie Mac on September 7, 2008 and its prohibition on those entities from
paying dividends on its common and preferred securities will not have a material
impact on the results of operation or capital of the Company or the Bank.

      A copy of the press release 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 September 11, 2008

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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: September 11, 2008              By: /s/ William J. Pasenelli
                                           -----------------------------------
                                           William J. Pasenelli
                                           Executive Vice President and Chief
                                             Financial Officer

EX-99.1

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FOR IMMEDIATE RELEASE

                        TRI-COUNTY FINANCIAL CORPORATION
              ANNOUNCES NO MATERIAL IMPACT RESULTING FROM TREASURY
                 DEPARTMENT'S SEIZURE OF FANNIE AND FREDDIE MAC

WALDORF, MARYLAND, September 11, 2008 -- Tri-County Financial Corporation
(OTCBB: TCFC) (the "Company") announced today that the United States Department
of Treasury's seizure of control of Fannie Mae and Freddie Mac on September 7,
2008 and its prohibition on those entities from paying dividends on its common
and preferred securities will not have a material impact on the results of
operation or capital of the Company, or its subsidiary Community Bank of
Tri-County (the "Bank"). The Company's exposure to Fannie and Freddie Mac
securities is limited to an investment in the entities' common stock with an
amortized cost of $310 and a market value of $8,800 at June 30, 2008.
Thus, even though these securities have declined significantly in value to
minimal levels and are apparently unlikely to recover their value, the other
than temporary impairment charge that the Company will incur in the quarter
ending September 30, 2008 will be immaterial. Consequently, the capital ratios
of the Company and the Bank will remain above the amounts necessary to be
categorized as "well-capitalized" under current regulatory requirements at
September 30, 2008.

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 nine branch offices in Waldorf, Bryans Road, Dunkirk, Leonardtown,
La Plata, Charlotte Hall, Prince Frederick, Lusby and California, Maryland.

This news release may contain forward-looking statements about the Company,
which the Company intends to be covered under the safe harbor provisions
contained in the Private Securities Litigation Reform Act of 1995. Statements
that are not historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. These forward-looking statements
cover, among other things, anticipated future revenue and expenses and the
future plans and prospects of the Company. These statements often include the
words "may," "could," "would," "should," "believes," "expects," "anticipates,"
"estimates," "intends," "plans," "targets," "potentially," "probably,"
"projects," "outlook" or similar expressions. You are cautioned that
forward-looking statements involve uncertainties, and important factors could
cause actual results to differ materially from those anticipated, including
changes in general business and economic conditions, changes in interest rates,
legal and regulatory developments, increased competition from both banks and
non-banks, changes in customer behavior and preferences, and effects of critical
accounting policies and judgments. For discussion of these and other risks that
may cause actual results to differ from expectations, refer to our Annual Report
on Form 10-K for the year ended December 31, 2007 on file with the SEC,
including the sections entitled "Risk Factors." These risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements. Forward-looking statements speak only
as of the date they are made, and the Company undertakes no obligation to update
them in light of new information or future events.

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