EXHIBIT 31.2

             CERTIFICATION OF CHIEF FINANCIAL OFFICER OF THE COMPANY


I, Carroll A. Pereira, certify that:

         1. I have  reviewed  this  quarterly  report  on  Form  10-Q  of  First
Litchfield 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 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  of  directors  (or  persons   performing   the  equivalent
functions):

               (a) All  significant  deficiencies  and material  weakness 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: May 12, 2006

                                          /s/ Carroll A. Pereira
                                          ----------------------
                                          Carroll A. Pereira
                                          Principal Financial Officer


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