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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A

                                   (MARK ONE)
             ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 2006

                                       OR

              ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the transition period from to ______


                         Commission File Number 0-18279


                        TRI-COUNTY FINANCIAL CORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)

                         Maryland                         52-1652138
             -------------------------------          ------------------
             (State of other jurisdiction of          (I.R.S. Employer
              incorporation or organization)          Identification No.)

                 3035 Leonardtown Road, Waldorf, Maryland 20601
                 ----------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (301) 843-0854
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not applicable
                                 --------------
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  X           No___
    ---

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. (See definition of "accelerated
filer and large accelerated filer" in rule 12b-2 of the Exchange Act.)

    Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer  X
                                                                            ---

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes ___         No  X
                   ---

As of April 26, 2006, the registrant had 1,769,028 shares of common stock
outstanding.



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         Tri-County Financial Corporation (the "Registrant") hereby amends the
cover page from its Quarterly Report on Form 10-Q for the period ended March 31,
2006, which was filed with the Securities and Exchange Commission on May 12,
2006. Specifically, the Registrant provided the wrong number of outstanding
shares as of April 26, 2006. No other parts of the Form 10-Q presented incorrect
share information. Accordingly, the remainder of the Form 10-Q has not been
refiled.

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                        TRI-COUNTY FINANCIAL CORPORATION

                                   FORM 10-Q/A

                                      INDEX
                                      -----


                                                                           PAGE

PART II - OTHER INFORMATION

Item 6 -     Exhibits                                                        1

    SIGNATURES                                                               2


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                           PART II - OTHER INFORMATION

Item 6 - Exhibits

           Exhibit 3       Amended and Restated Bylaws (1)

           Exhibit 31      Rule 13a-14(a) Certifications

           Exhibit 32      Section 1350 Certifications (1)
           -----------------------
           (1) Previously filed with the Quarterly Report on Form 10-Q, filed on
               May 12, 2006.







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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 thereunto duly authorized.



                                      TRI-COUNTY FINANCIAL CORPORATION



Date: June 7, 2006                    By: /s/ Michael L. Middleton
                                          --------------------------------------
                                          Michael L. Middleton, President, Chief
                                          Executive Officer and Chairman of the
                                          Board




Date: June 7, 2006                    By: /s/ William J. Pasenelli
                                          --------------------------------------
                                          William J. Pasenelli, Executive Vice
                                          President and Chief Financial Officer




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                                  CERTIFICATION


I, Michael L. Middleton, President and Chief Executive Officer of Tri-County
Financial Corporation, certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q/A of Tri-County
       Financial Corporation;

2.     Based on my knowledge, this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered
       by this report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
       and have:

       (a)    Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this report is being prepared;

       (b)    Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report,
              based on such evaluation; and

       (c)    Disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter (the registrant's fourth
              fiscal quarter in the case of an annual report) that has
              materially affected, or is reasonably likely to materially affect,
              the registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation of internal control over financial reporting,
       to the registrant's auditors and the audit committee of the registrant's
       board or directors (or persons performing the equivalent functions):

       (a)    All significant deficiencies and material weaknesses in the design
              or operation of internal control over financial reporting which
              are reasonably likely to adversely affect the registrant's ability
              to record, process, summarize and report financial information;
              and

       (b)    Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal control over financial reporting.

Date: June 7, 2006

                                           /s/ Michael L. Middleton
                                           -------------------------------------
                                           Michael L. Middleton
                                           President and Chief Executive Officer


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                                  CERTIFICATION


I, William J. Pasenelli, Executive Vice President, Treasurer and Chief Financial
Officer of Tri-County Financial Corporation, certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q/A of Tri-County
       Financial Corporation;

2.     Based on my knowledge, this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered
       by this report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
       and have:

       (a)    Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this report is being prepared;

       (b)    Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report,
              based on such evaluation; and

       (c)    Disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter (the registrant's fourth
              fiscal quarter in the case of an annual report) that has
              materially affected, or is reasonably likely to materially affect,
              the registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation of internal control over financial reporting,
       to the registrant's auditors and the audit committee of the registrant's
       board or directors (or persons performing the equivalent functions):

       (d)    All significant deficiencies and material weaknesses in the design
              or operation of internal control over financial reporting which
              are reasonably likely to adversely affect the registrant's ability
              to record, process, summarize and report financial information;
              and

       (e)    Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal control over financial reporting.

Date: June 7, 2006

                                           /s/ William J. Pasenelli
                                           -------------------------------------
                                           William J. Pasenelli
                                           Executive Vice President and
                                           Chief Financial Officer