UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              --------------------

                                   FORM 8-K/A
                             (Amendment Number One)

                                 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 16, 2006
                                                           -------------

          Delaware                       0-28815                 06-1241321
          --------                       -------                 ----------
(State or other Jurisdiction     (Commission File Number)     (IRS Employer
       of Incorporation)                                     Identification No.)

          13 North Street, Litchfield, Connecticut          06759
          ----------------------------------------          -----
        (Address of Principal Executive Offices)          (Zip Code)

       Registrant's telephone number, including area code: (860) 567-8752
                                                           --------------

                                       N/A
                                       ---
          (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 (see General Instruction A.2. below):

[_]   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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                                TABLE OF CONTENTS

Item 1.01            Entry into a Material Definitive Agreement

Item 2.03            Creation of a Direct Financial Obligation or an Obligation
                     Under an Off-Balance Sheet Arrangement of a Registrant.

Item 9.01            Financial Statements and Exhibits

EXHIBIT INDEX

1.1               Purchase Agreement dated as of June 16, 2006, among
                  First Litchfield Financial Corporation, First Litchfield
                  Statutory Trust II, and TWE, LTD.

4.1               Indenture dated June 16, 2006, between First Litchfield
                  Financial Corporation, as issuer, and Wilmington Trust
                  Company, as indenture trustee.

4.2               Guarantee Agreement dated as of June 16, 2006, between
                  First Litchfield Financial Corporation, and Wilmington
                  Trust Company.

4.3               Form of Junior Subordinated Note

SIGNATURES

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ITEM 1.O1         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Issuance of Trust Preferred Securities

         On  June  16,  2006,  First  Litchfield   Financial   Corporation  (the
"Company")  completed a private  placement of $3,093,000 in aggregate  principal
amount of floating rate preferred securities (the "Trust Preferred  Securities")
through a newly formed  Delaware trust  affiliate.  First  Litchfield  Statutory
Trust II (the "Trust").  The Trust Preferred Securities mature on June 30, 2036,
are  redeemable  at the Company's  option  beginning  after five (5) years,  and
require  quarterly  distributions  by the  Trust  to the  holders  of the  Trust
Preferred  Securities.  Distributions  will be payable  quarterly  at a variable
interest rate equal to the 3-month London Interbank  Offered Rate ("LIBOR") rate
plus 1.65%, the initial rate being 5.34063. The Trust simultaneously  issued all
of  the  Trust's  issued  and   outstanding   common   securities  (the  "Common
Securities") to the Company for a purchase price of $93,000.

         The  Trust  used the  proceeds  from the  sale of the  Trust  Preferred
Securities  together  with the sale of the proceeds  from the sale of the Common
Securities to purchase $3,093,000 in aggregate principal amount of the Company's
unsecured  floating rate junior  subordinated notes due June 30, 2036, issued by
the Company (the "Junior  Subordinated  Notes"). The net proceeds to the Company
from the sale of the Junior  Subordinated  Notes will be used by the Company for
general corporate purposes.

         The Junior  Subordinated  Notes were issued  pursuant  to an  Indenture
dated June 16,  2000,  between the  Company,  as issuer,  and  Wilmington  Trust
Company,   as  trustee.   The  terms  of  the  Junior   Subordinated  Notes  are
substantially  the same as the  terms of the  Trust  Preferred  Securities.  The
interest payments on the Junior  Subordinated  Notes paid by the Company will be
used by the Trust to pay the quarterly distributions to the holders of the Trust
Preferred Securities.

         The  Indenture  permits the Company to defer  interest  payments on the
Junior  Subordinated  Notes (in which case the Trust will be  entitled  to defer
distributions  otherwise  due on the Trust  Preferred  Securities)  for up to 20
consecutive  quarters,  provided  there is no event of default (as  described in
more detail below).  During an extension period, the Company may not (i) declare
or pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation  payment with  respect to, any of the  Company's  Equity  Interests,
(which is defined to mean any interest in (A) the partnership interests (general
or  limited)  in a  partnership,  (B)  the  membership  interests  in a  limited
liability  company or (C) the shares or stock  interests  (both common stock and
preferred stock) in a corporation); (ii) vote in favor of or permit or otherwise
allow any of its  Subsidiaries to declare or pay any dividends or  distributions
on, or redeem,  purchase,  acquire or make a liquidation payment with respect to
or otherwise  retire,  any of such Subsidiary's  Equity Interests  entitling the
holders thereof to a stated rate of return (for the avoidance of doubt,  whether
such Equity Interests are perpetual or otherwise);  or (iii) make any payment of
principal  of or any interest or premium on or repay,  repurchase  or redeem any
debt  securities  of the Company  that rank pari passu in all  respects  with or
junior in interest to the Securities (other than (A) repurchases, redemptions or
other  acquisitions  of Equity  Interests of the Company in connection  with any
employment  contract,  benefit plan or other similar

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arrangement  with or for the  benefit  of any one or more  employees,  officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock purchase or similar plan with respect to any Equity Interests
or in  connection  with the  issuance  of Equity  Interests  of the  Company (or
securities  convertible  into or  exercisable  for  such  Equity  Interests)  as
consideration in an acquisition transaction entered into prior to the applicable
Event of  Default  or  Extension  Period,  (B) as a  result  of an  exchange  or
conversion  of any class or series of the  Company's  Equity  Interests  (or any
Equity  Interests of a Subsidiary of the Company) for any class or series of the
Company's  Equity  Interests  or  of  any  class  or  series  of  the  Company's
indebtedness for any class or series of the Company's Equity Interests,  (C) the
purchase of fractional  interests in Equity Interests of the Company pursuant to
the conversion or exchange  provisions of such Equity  Interests or the security
being  converted or exchanged,  (D) any  declaration of a dividend in connection
with any Rights Plan, the issuance of rights, Equity Interests or other property
under any  Rights  Plan or the  redemption  or  repurchase  of  rights  pursuant
thereto, or (E) any dividend in the form of Equity Interests,  warrants, options
or other  rights  where the dividend  Equity  Interests or the Equity  Interests
issuable  upon  exercise of such  warrants,  options or other rights is the same
Equity Interests as that on which the dividend is being paid or ranks pari passu
with or junior to such Equity Interests).

         The  Trust  Preferred  Securities  will  be  recorded  as  a  long-term
liability on the Company's balance sheet;  however,  for regulatory purposes the
Trust Preferred Securities will be treated as Tier 1 or Tier 2 capital under the
rulings of the Company's primary regulator, the Federal Reserve Board.

         The  Junior  Subordinated  Notes  mature on June 30,  2036,  but may be
redeemed at the  Company's  option at any time  commencing  on or after June 30,
2011,  or at any time  upon  certain  special  events,  such as a change  in the
regulatory capital treatment of the Junior  Subordinated  Notes, the Trust being
deemed an  "Investment  Company"  under the  Investment  Company Act of 1940, as
amended,  or the  occurrence  of certain  adverse  tax  events.  Except upon the
occurrence of the certain  events  described  above,  the Company may redeem the
Junior  Subordinated  Notes at their aggregate  principal  amount,  plus accrued
interest, if any.

         The  Junior  Subordinated  Notes may be  declared  immediately  due and
payable at the election of the trustee or holders of 25% of aggregate  principal
amount of the outstanding  Junior  Subordinated  Notes upon the occurrence of an
event of default. An event of default generally means:

         o  Default  in the  payment  of any  interest  when due that  continues
            unremedied  for a period of thirty (30) days,  except in the case of
            an election by the Company to defer  payments of interest  for up to
            twenty (20) consecutive quarters (which does not constitute an event
            of default);
         o  Default  in  the  payment  of the  principal  amount  of the  Junior
            Subordinated Notes at maturity;
         o  Default in the payment of any  interest  following  the  deferral of
            interest  payments  by  the  Company  for  twenty  (20)  consecutive
            quarters;
         o  Default in the Company's performance,  or breach, of any covenant or
            warranty  in the  Indenture  which is not cured  within  thirty (30)
            days;

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         o  Institution  of bankruptcy or similar  proceedings by or against the
            Company; or,
         o  Liquidation or winding up of the Trust,  other than as  contemplated
            in the Indenture.

         The Company has also  entered  into a Guarantee  Agreement  pursuant to
which it has agreed to guarantee, with respect to the Trust Preferred Securities
and to the extent not paid by the Trust, accrued and unpaid distributions on the
Trust  Preferred  Securities and the redemption  price payable to the holders of
the Trust Preferred Securities.

         The  preceding  discussion is qualified in its entirety be reference to
the terms of the Purchase Agreement, Indenture, Amended and Restated Declaration
of Trust,  Guarantee  Agreement,  the form of security  representing  the Junior
Subordinate  Notes, and the form of Trust Preferred  Security attached hereto as
Exhibit  1.1,  4.1,  4.2,  and 4.3,  respectively,  and  incorporated  herein by
reference.

ITEM 2.03         CREATION OF  A DIRECT FINANCIAL  OBLIGATION  OR  AN OBLIGATION
                  UNDER AN OFF-SHEET BALANCE ARRANGEMENT OF A REGISTRANT.

         The  information  required by this Item is included in Item 1.01 above,
         which is incorporated herein by reference.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

(a)      Not applicable.
(b)      Not applicable.
(c)      Exhibits

Exhibit No.                Description
-----------                -----------

1.1               Purchase Agreement dated as of June 16, 2006, among
                  First Litchfield Financial Corporation, First Litchfield
                  Statutory Trust II, and TWE, LTD.

4.1               Indenture dated June 16, 2006, between First Litchfield
                  Financial Corporation, as issuer, and Wilmington Trust
                  Company, as indenture trustee.

4.2               Guarantee Agreement dated as of June 16, 2006, between
                  First Litchfield Financial Corporation, and Wilmington
                  Trust Company.

4.3               Form of Junior Subordinated Note.


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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.


                     FIRST LITCHFIELD FINANCIAL CORPORATION


               By: /s/ Carroll A. Pereira
                   ----------------------------------------------

Dated:  June 30, 2006






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