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): November 30, 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))

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Item 2.02       Results of Operations and Financial Condition.
                ---------------------------------------------

         On November 30, 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 at and for the nine months ended September 30, 2009.

         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: November 30, 2009              By: /s/ Michael L. Middleton
                                          -------------------------------------
                                          Michael L. Middleton
                                          President and Chief Executive Officer

EX-99.1

                                                                   EXHIBIT 99.1



Dear Shareholder:

As we navigate through the most severe recession since the Great Depression, I
remain 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, 2009. Net income, when
compared with the previous year's nine month period, declined by $1,167,224, to
$2,159,630, compared to $3,326,854 for the same period in 2008. For the nine
months ended September 30, 2009, diluted earnings per common share were $0.51,
compared to $1.09 for the period ended September 30, 2008. The reduction in
diluted earnings per common share was attributable to the decline in net income
as well as the effects of the preferred stock issued under the Capital Purchase
Program of the U.S. Treasury. Net income declined as a result of the continued
impact of the economic contraction that began in 2008. Total assets increased by
11.33% to $797,914,392, up $81,229,482 from December 31, 2008. This increase was
primarily in loans and securities.

Net interest income for the nine months ended September 30, 2009 increased by
$1,152,264, or 7.94%, over the previous year. The improvement was fueled by an
increase in earning assets and net interest spread. Non-interest income also
increased over the comparable period by $58,231 or 2.94%. The Bank's portfolio
of investments and loans continues to remain strong, and your Board and
management carefully monitor asset quality. We are prudently adding to the loan
loss reserves as needed, and increased the provision to $1,977,928 for the nine
months in 2009. The provision was $617,367 in the comparable period of 2008.
Non-interest expense increased by 14.76% from the comparable period in the prior
year. Several notable expenses occurred during this period, including a $349,637
special FDIC assessment and increased data processing expenses attributable to
significant growth.

As noted in previous shareholder reports, the Company participated in the
Capital Purchase Program of the Emergency Economic Stabilization Act of 2008,
resulting in a $15.5 million issuance to the U.S. Treasury of our preferred
stock. While this increase in equity has had a dilutive effect on earnings per
share, it has also provided capital that has been used to meet the credit needs
of our community Our continued ability and willingness to provide credit in the
local market during the current crisis has proven beneficial to our mission as a
community bank. Robust deposit growth during the nine-month period increased
outstanding deposits by 19.39% to $626,995,794. As of June 30, 2009, the latest
market share information available shows that Community Bank has become the
leader in deposit market share in Charles County with 16% of the market. In St.
Mary's County, the Bank moved to second with 21% of that market, and in Calvert
County, it is fourth with 11.4% of the market. Overall, the Bank ranks third in
the three-county market with 16% of the total deposit base. The ability to
increase core deposits allows the Bank to continue to reduce the use of
non-deposit funding. This lowers our cost of funds and provides future wholesale
borrowing capacity. Growth in deposit funding has allowed for continued growth
in loans. Net loans have grown by $43,510,181, or 8.01%, in the current year.

Our Board and management has been able to carefully execute strategies to help
assure a successful navigation through extremely challenging times for our
country. As we pass through the year, signs of a long awaited recovery become
more apparent. The nascent recovery will also present new challenges and
opportunities for Tri-County Financial Corp. Our market area remains somewhat
resilient and has avoided the profound impact felt in many other areas. With
your support, I am confident that the recovery will provide the basis for more
robust shareholder returns.

Yours truly,

/s/ Michael L. Middleton

Michael L. Middleton
President
Chairman of the Board