SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): August 28, 2008
                                                          ---------------

                     FIRST LITCHFIELD FINANCIAL CORPORATION
                     --------------------------------------
               (Exact name of Registrant as Specified in Charter)

         Delaware                     0-28815                   06-1241321
         --------                     -------                   ----------
State (or other Jurisdiction        (Commission                (IRS Employer
     of Incorporation)              File Number)             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))

<PAGE>

Form 8-K, Current Report
First Litchfield Financial Corporation



Section 8.  Other Events.

         Item 8.01.  Other Events.
                     ------------

         The Board of Directors of First Litchfield  Financial  Corporation (the
"Company")  declared a $0.15 per share  quarterly  cash dividend at their August
28, 2008 Board Meeting.  The quarterly cash dividend will be paid on October 23,
2008, to stockholders of record as of September 11, 2008.

Section 9.  Financial Statements and Exhibits.
            ---------------------------------

         Item 9.01  Financial Statements and Exhibits.
                    ---------------------------------

         (a) Not applicable.
         (b) Not applicable.
         (c) Exhibits.
             99.1   Press release dated August 28, 2008




                                   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 hereto duly authorized.


                     FIRST LITCHFIELD FINANCIAL CORPORATION


                             BY: /s/ JOSEPH J. GRECO
                                 -------------------
                             President and Chief Executive Officer


Dated:  August 28, 2008



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