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): June 3, 2009
                                                           ------------

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

         On June 3, 2009, 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, 2009 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







                                   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 3, 2009                By: /s/ Michael L. Middleton
                                       --------------------------------------
                                       Michael L. Middleton
                                       President and Chief Executive Officer

EX-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 three months ended March 31, 2009. Net income, when compared
with the previous year's three month period, declined by $546,401 to $769,840,
compared to $1,316,241 for the same period in 2008. For the three months ended
March 31, 2009, diluted earnings per share were $0.19, compared to $0.45 for the
three months ended March 21, 2008. The decline in net income was largely
attributable to the effect of the Federal Reserve's actions to reduce interest
rates by 5% over the last six quarters beginning in mid-2007. Total assets
increased to $740,142,573, up $23,457,663 from December 31, 2008, for an
annualized rate of 13%, primarily due to growth in loans during the first
quarter of $21,816,480.

Net interest income for the three months ended March 31, 2009 was flat as
earning asset growth was offset by the impact of the interest rate reduction.
Net interest income increased only slightly from the same period in 2008, while
non-interest income decreased minimally over the comparable period. The asset
quality of the Bank's portfolio of investments and loans remained strong. With
the duration of the recession still uncertain and the overall economic
conditions deteriorating, the provision for loan loss was increased to $532,885
in the first quarter of 2009 compared to $160,224 in the comparable quarter of
2008. The Bank's non-interest expense increased by 13.8% from the comparable
period in the prior year. This increase was due to the increase in staff and
bankers to support the growth in overall operations during the past year, as
well as expenses associated with the operation of the new Lusby branch and the
recently completed regional banking center at Leonardtown.

The continued success in growing the earning assets of the Bank has been
facilitated by the Company's participation in the Emergency Economic
Stabilization Act of 2008, wherein the Company issued $15.5 million in preferred
stock to the U.S. Treasury. You will recall from our previous shareholder letter
that Community Bank was encouraged by our federal regulators to participate in
the program due to our financial strength and market position. As a result of
the infusion of additional capital, the Bank is able to meet the deposit and
borrowing needs of our marketplace and add to the stability of the economy of
Southern Maryland. The performance of our loan portfolio has remained
consistently above our peer banks and is closely monitored to allow for early
identification and mitigation of any credit stress among our borrowers.

As we navigate our way through the economic crisis, your Board and management
are carefully seeking opportunities to strengthen our Bank and to safely grow
the value of the Company's franchise and share value. With your continued
support, I am cautiously optimistic that we may have turned the corner of the
crisis and are beginning to recover from its impact on our local economy.


Yours truly,

/s/ Michael L. Middleton

Michael L. Middleton
President
Chairman of the Board