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)) 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 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: November 14, 2008
                                               /s/ Carroll A. Pereira
                                               ----------------------
                                               Carroll A. Pereira
                                               Principal Financial Officer


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