UNITED STATES
                       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): May 31, 2007
                                                           ------------

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

           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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Section 5  Corporate Governance and Management.
           -----------------------------------

         Item  5.05  Amendment  to  Registrant's  Code of  Ethics or Waiver of a
                     -----------------------------------------------------------
                     Provision of the Code of Ethics.
                     --------------------------------

                  On May 31, 2007,  the Board of  Directors of First  Litchfield
                  Financial   Corporation   and  The  First   National  Bank  of
                  Litchfield  approved  amendments  to its  Code of  Ethics  and
                  Conflicts  of Interest  Policy (the  "Code").  The  amendments
                  include  non-substantive  technical  revisions  in addition to
                  substantive  amendments,  which  include  the  following:  (i)
                  addition  of   provisions   regarding  the   safeguarding   of
                  confidential   information;   (ii)   addition  of   provisions
                  regarding  requirements to maintain  strong internal  controls
                  over assets;  (iii) addition of provisions  regarding the need
                  for  candor in dealing  with  regulators,  auditors  and legal
                  counsel;   and  (iv)   addition   of   provisions   describing
                  requirements for senior financial  officers of the Corporation
                  to address certain Sarbanes-Oxley  requirements. A copy of the
                  Code,  as amended,  is  furnished  with this report as Exhibit
                  99.1.

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

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

                  (c)  Exhibit  99.1 Code of Ethics and  Conflicts  of  Interest
                  Policy.



                                   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
                                           -------------------------------------
                                           Joseph J. Greco
                                           President and Chief Executive Officer

Dated:   June 1, 2007


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