EXHIBIT 31.2
             CERTIFICATION OF CHIEF FINANCIAL OFFICER OF THE COMPANY

I, Carroll A. Pereira, certify that:

      1.    I have reviewed this annual report on Form 10-K 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)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f)  and  15d-15(f))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)    Designed  such internal  control  over financial  reporting,  or
          caused such internal  control over financial  reporting to be designed
          under our  supervision,  to  provide  reasonable  assurance  regarding
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

          c)    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

          d)    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 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  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: March 31, 2008
                                               /s/ Carroll A. Pereira
                                               ---------------------------
                                               Carroll A. Pereira
                                               Principal Financial Officer

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