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): December 2, 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 December 2, 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 at and for the nine months ended September 30, 2008 and the status of
a branch openings 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: December 2, 2008               By: /s/ Michael L. Middleton
                                          -------------------------------------
                                          Michael L. Middleton
                                          President and Chief Executive Officer

EX-99.1

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                                                                    EXHIBIT 99.1

                 [TRI-COUNTY FINANCIAL CORPORATION LETTERHEAD]

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 nine months ended September 30, 2008. Net income, when compared
with the previous year nine-month period, declined by $825,446 to $3,362,856,
compared to $4,188,302 for the same period in 2007. For the nine months ended
September 30, 2008, diluted earnings per share were $1.09, compared to $1.60 for
the nine-month period ended September 30, 2007. The reduction in diluted
earnings per share was attributed to a reduction in net income growth and the
increase in total number of shares outstanding as a result of the private
placement offering, which closed in December 2007. Total assets increased to
$677,447,922, up $79,042,088 or 13.21%, from December 31, 2007.

The change in net income for the nine months ended September 30, 2008 was
attributed to several factors. Net interest income increased from the same
period in 2007, while non-interest income decreased from the comparable period.
The net interest income increase was a result of the Bank's continued growth in
earning assets. Non-interest income decreased from the comparable period due to
a $1,272,161 gain on the sale of foreclosed property that was recorded in 2007.
Excluding this gain, non-interest income for 2008 increased by $386,317 due to
increases in loan and service charges. The Bank's asset quality continued to be
strong during these unprecedented levels of volatility. The provision for loan
losses remained comparable to the prior year. The provision for loan loss level
is constantly reviewed for adequacy and it is expected that the provision will
increase as a percent of outstanding loans over the next several quarters due to
the deteriorating economy and our continued focus on originating non-residential
loans. The Bank's non-interest expense increased by 11.8% from the same period
in the prior year. This increase was due to the hiring of additional bankers and
staff, as well as expenses associated with the operation of the new Lusby branch
and the new regional banking center at Leonardtown.

International and national economic conditions continued to be volatile and have
induced significant intervention by central banks and governments. The U.S.
Treasury's Troubled Asset Repurchase Program (TARP) has been expanded to include
a Capital Purchase Program (CPP). The program allows a participating financial
institution to issue preferred stock ownership and common stock warrants to the
Treasury. The CPP is designed by the Treasury to provide additional capital for
healthy financial institutions to assist in restarting credit flows in the U.S.
All U.S. banking regulators are encouraging healthy institutions to consider the
program. Tri-County Financial Corporation is currently reviewing the
ramifications and opportunities offered in this program.

Since the last shareholder report of June 30, 2008, the Federal Reserve lowered
rates to 1%. This extremely low rate environment has put additional pressure on
the interest rate spread and will continue to do so until the stimulus packages
of the Federal Reserve and Congress gain traction. While the Federal Reserve's
Federal Funds rate is the lowest since 9-11-01, the market rates on deposits and
wholesale funding have not decreased appreciably. In some cases, they have
actually increased significantly. This phenomenon negatively affects our
performance by skewing deposit and wholesale funding rate levels during this
cycle.

As previously noted, since December 31, 2007, our asset base increased by
$79,042,088 or 13.21%. The increase was largely attributable to growth in our
loan portfolio as we successfully leveraged the new capital resulting from the
private placement offering. Deposit growth was $57,768,858, or 12.98%, for the
nine month period.

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The current economic crisis appears to be negatively affecting household
financial behavior and a pronounced contraction in income growth and spending is
evident in America. National media coverage of the crisis has favorably
portrayed community banks as being the backbone of stability in the country and
relied upon to act as catalysts for recovery. Your Bank's conservative approach
to banking has well positioned it as we move through this crisis. Your Board and
management are monitoring the ongoing events with great caution and careful
study in order to enhance our franchise value and performance.

As lifetime bankers, your management and Board are witnesses to historic changes
in the American system of money and banking. Unparalleled nationalization of the
financial sector is unfolding as we work to bring about stability and recovery
to the lives of our customers and clients. Your continued support and
encouragement is appreciated as we navigate your Company through these troubled
times.

Yours truly,

/s/ Michael L. Middleton


Michael L. Middleton
President
Chairman of the Board