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): May 11, 2012

TRI-COUNTY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	0-18279	52-1652138
(State or other Jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer 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 5.03Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 11, 2012, Tri-County Financial Corporation (the “Company”) filed Articles of Amendment to the Company’s Articles of Incorporation with the Maryland Department of Assessments and Taxation to amend Article X to provide the Board of Directors with the ability to set the number of directors at any number permitted under applicable law. 

A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 hereto and incorporated by reference herein.

Item 9.01Financial Statements and Exhibits

(d)   Exhibits

NumberDescription

3.1             Articles of Amendment

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.

	TRI-COUNTY FINANCIAL CORPORATION
Date:  May 14, 2012	By:	/s/ William J. Pasenelli
		William J. Pasenelli
		President and Chief Financial Officer

EX-3.1

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

TRI-COUNTY FINANCIAL CORPORATION

Tri-County Financial Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST:  The first sentence of Article X of the Corporation’s Articles of Incorporation is hereby amended to read as follows:

         A. Number; Vacancies.  The number of directors of the Corporation shall be such number as shall be provided from time to time in or in accordance with the bylaws, provided that no decrease in any number of directors shall have the effect of shortening the term of any incumbent director, and provided further that no action shall be taken to decrease or increase the number of directors from time to time unless at least two-thirds of the directors then in office shall concur in said action.

SECOND:  The foregoing amendment to the Articles of Incorporation was duly advised by the Corporation’s Board of Directors and approved by the stockholders of the Corporation as required by law.

THIRD: The amendment does not increase or decrease the authorized stock of the Corporation.

FOURTH:  The description of each class of authorized stock, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption, was not changed by the amendment.

The undersigned President and Secretary acknowledge that these Articles of Amendment to be the corporate act of the Corporation and hereby certify that to the best of his knowledge, information and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.

Date:  May 11, 2012

Attest: TRI-COUNTY FINANCIAL CORPORATION

/s/  Gregory C. Cockerham /s/ William J. Pasenelli

Gregory C. Cockerham William J. Pasenelli

Secretary President and Chief Financial Officer