UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year ended December 31, 2003
                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                to
                               --------------    -------------

                           Commission File No. 0-18279

                        TRI-COUNTY FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


            Maryland                                   52-1652138
----------------------------------                    ------------
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                      Identification no.)

    3035 Leonardtown Road, Waldorf, Maryland               20601
--------------------------------------------              -------
(Address of Principal Executive Offices)                 (Zip Code)

       Registrant's telephone number, including area code: (301) 645-5601
                                                           --------------

        Securities registered pursuant to Section 12(b) of the Act: None
                                                                    ----

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes X  No
                      --    --

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes _ No X

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant was approximately $23 million based on the closing price at which the
common  stock,  $0.01  par  value,  was  sold on the  last  business  day of the
Company's most recently  completed  second fiscal quarter.  For purposes of this
calculation  only,  the shares held by directors and  executive  officers of the
registrant  and by any  stockholder  beneficially  owning  more  than  5% of the
registrant's   outstanding  common  stock  are  deemed  to  be  shares  held  by
affiliates.

Number of shares of Common Stock outstanding as of March 3, 2004:  756,737



<PAGE>

                                    PART III

     Item  11 to  the  Annual  Report  on  Form  10-K  of  Tri-County  Financial
Corporation (the "Company") for the fiscal year ended December 31, 2003 as filed
with the  Securities  and Exchange  Commission  (the "SEC") on March 26, 2004 is
hereby  amended and restated in its entirety as set forth below.  The Company is
amending and restating  this Item because the number of  unexercised  options at
fiscal year end  reported  for the named  executive  officers of the Company was
incorrect as previously filed.

ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------

     The  Company  qualifies  as a "small  business  issuer"  as defined by Item
10(a)(1) of Regulation S-B and is in compliance  with Item 402 of Regulation S-K
if it provides solely the information  required by Subsection  (a)(1)(i) of this
Item.

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                             EXECUTIVE COMPENSATION
-------------------------------------------------------------------------------

     SUMMARY  COMPENSATION  TABLE.  The following  table sets forth the cash and
noncash  compensation  awarded to or earned in the last three years by the chief
executive  officer of the Company and each other executive officer who earned in
excess of $100,000 in salary and bonus in 2003 (the "Named Executive Officers").
<TABLE>
<CAPTION>


                                                                                LONG-TERM
                                                 ANNUAL COMPENSATION       COMPENSATION AWARDS
  NAME AND PRINCIPAL                           ------------------------      --  SECURITIES           ALL OTHER
       POSITION                     YEAR        SALARY        BONUS (1)    UNDERLYING OPTIONS       COMPENSATION
----------------------------        ----      ----------      ---------    ------------------       ------------
<S>                                 <C>     <C>               <C>                  <C>             <C>
Michael L. Middleton                2003    $  188,000        $  99,674            4,691           $   36,281  (2)
  President and Chief               2002       175,236           86,249            2,975               30,183
  Executive Officer                 2001       162,429           91,968            2,079               31,215

C. Marie Brown                      2003    $  135,000         $  57,644            2,545           $   32,284  (3)
  Executive Vice President          2002       125,067           49,880            2,197               27,559
  and Chief Operating Officer       2001       124,080           48,852            1,201               28,772

Gregory C. Cockerham                2003    $  125,000        $  53,272            2,282           $   19,036  (4)
  Executive Vice President          2002       115,581           46,097            1,720               15,967
  and Chief Lending Officer         2001       109,177           44,819            1,110               18,582

William J. Pasenelli                2003    $  120,000        $  48,415            2,362           $   11,974  (5)
  Executive Vice President          2002       105,043           31,420            1,395               12,130
  and Chief Financial Officer       2001       102,091           18,908              754                5,811
</TABLE>

-------------------
(1)  Represents  bonuses  paid  pursuant  to  the  Bank's  Executive   Incentive
     Compensation  Plan  (the  "Incentive  Plan").  For each  year in which  the
     Incentive Plan is in effect, the Bank establishes a bonus pool equal to 10%
     of net income after taxes (but before  deduction of bonuses  payable  under
     the  Incentive  Plan)  multiplied  by the  "Multiplier,"  as  determined in
     accordance with the Incentive Plan. For fiscal 2003, the Multiplier was the
     average of (i) the percentage  obtained when the Company's return on equity
     ("ROE")  is  divided  by  the  median  ROE  of a peer  group  comprised  of
     commercial  banks in the  fifth  Federal  Reserve  district,  plus (ii) the
     percentage obtained when the median percentage of noncurrent to gross loans
     of the peer group is divided by the percentage of the Bank's  noncurrent to
     gross loans;  provided that the Multiplier  shall not exceed 1.0. The bonus
     pool is allocated  among  officers in  proportion to the ratio a designated
     percentage of their base salary (the "Allocation  Base") bears to the total
     Allocation Bases of all participating officers. In addition,  stock options
     whose value as measured by the Black-Scholes method is equal to 50% of cash
     compensation  will be awarded.  Measures of performance  may be adjusted at
     the discretion of the Board of Directors.  For fiscal 2004 and  thereafter,
     the  Incentive  Plan was amended on December  23,  2003,  in two  respects.
     First,  a third  component was added to the  Multiplier  formula,  with the
     result  that  all  three  components  will be  averaged  to  determine  the
     Multiplier.   The  new  component  is  the  percentage  obtained  when  the
     percentage increase in the Company's  earnings-per-share  from the previous
     year ("EPS  Increase") is divided by the targeted EPS Increase for the year
     established  by the Board.  In no event will this  third  component  exceed
     150%, and it will be deemed to be 0% if the percentage,  as so computed, is
     less than 50%. The second aspect of the amendment  relates to the manner in
     which  the  number  of  each  participant's  stock  option  shares  will be
     determined.  The number of stock option shares will be
                                       2
<PAGE>

     determined such that
     the value of the participant's stock option, as measured by the Company for
     purposes of compliance  with the reporting  requirements  of FASB Statement
     No. 123, is equal to 50% of the bonus to which the  participant is entitled
     under the Incentive Plan.
(2)  Consists  of $10,425 in  directors'  fees,  the value of the shares at year
     end, ($17,766) allocated to the participant's account in the ESOP, $7000 in
     matching  contributions  under  the  401(k)  Plan,  and  split-dollar  life
     insurance premiums of $1,090.
(3)  Consists of $10,425 in directors' fees, the value of the shares at year end
     ($13,944)  allocated to the  participant's  account in the ESOP,  $6,000 in
     matching  contributions  under  the  401(k)  Plan,  and  split-dollar  life
     insurance premiums of $915.
(4)  Consists  of  the  value  of  the  shares   ($12,726)   allocated   to  the
     participant's  account in the ESOP, $6,000 in matching  contributions under
     the 401(k) Plan, and split-dollar life insurance premiums of $310.
(5)  Consists of the value of the shares at year end  ($5,754)  allocated to the
     participant's  account in the ESOP, $6,000 in matching  contributions under
     the 401(k) Plan and split-dollar life insurance premiums of $220.

     OPTION GRANTS IN FISCAL YEAR 2003. The following table contains information
concerning  the grants of stock options  during the year ended December 31, 2003
to the Named  Executive  Officers.  All such options were granted under the 1995
Stock Option and Incentive  Plan and were fully vested at the date of grant.  No
stock appreciation  rights ("SARs") were granted to the Named Executive Officers
during fiscal year 2003.
<TABLE>
<CAPTION>


                                             PERCENT
                                            OF TOTAL
                             NUMBER OF       OPTIONS
                            SECURITIES      GRANTS TO
                            UNDERLYING      EMPLOYEES
                              OPTIONS       IN FISCAL      EXERCISE         EXPIRATION
NAME                          GRANTED         YEAR          PRICE              DATE
--------------------        ----------      ---------      --------         ----------
<S>                             <C>             <C>          <C>                 <C>
Michael L. Middleton              458           2.72%       $39.00           12/31/12
                                4,233          25.17         42.00           12/31/13
C. Marie Brown                    113            .67         39.00           12/31/12
                                2,432          14.46         42.00           12/31/13
Gregory C. Cockerham               30            .18         39.00           12/31/12
                                2,252          13.39         42.00           12/31/13
William J. Pasenelli              200           1.19         39.00           12/31/12
                                2,162          12.86         42.00           12/31/13
</TABLE>




     AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2003 AND YEAR-END OPTION VALUES.
The following table sets forth information concerning exercises of stock options
by the Named Executive Officers during the year ended December 31, 2003, as well
as the value of options held by such  persons at the end of the fiscal year.  No
SARs have been granted to any of the Named Executive Officers.
<TABLE>
<CAPTION>


                                                                    NUMBER OF                 VALUE OF UNEXERCISED
                                                              UNEXERCISED OPTIONS             IN-THE-MONEY OPTIONS
                        SHARES ACQUIRED        VALUE          AT FISCAL YEAR-END             AT FISCAL YEAR-END (1)
NAME                      ON EXERCISE      REALIZED (1)  (ALL IMMEDIATELY EXERCISABLE)   (ALL IMMEDIATELY EXERCISABLE)
----                      -----------      ------------  -----------------------------   -----------------------------
<S>                            <C>              <C>                   <C>                             <C>
Michael L. Middleton        3,100           $89,032               33,858                               $691,300
C. Marie Brown              1,680            52,030               15,334                                250,283
Gregory C. Cockerham        1,698            52,587               14,311                                238,686
William J. Pasenelli            0                 0                5,837                                 46,153
</TABLE>

----------
(1)  Based on the  difference  between  the  exercise  price and the fair market
     value of the  underlying  securities  on the date of  exercise or at fiscal
     year-end, as the case may be.

     EMPLOYMENT  AGREEMENTS.  The Bank  maintains an employment  agreement  with
Michael L. Middleton which was last amended and restated effective  September 6,
2003.  The  employment  agreement  currently  provides  for an annual  salary of
$188,000.  The agreement provides for Mr. Middleton's employment for a period of
five years,  subject to annual one-year  extensions.  The agreement provides for
termination  for cause or upon certain events  specified in the  agreement.  The
agreement  is also  terminable  by the Bank  without  cause,  in which  case Mr.

                                       3
<PAGE>

Middleton  would  be  entitled  to  compensation  as in  effect  on the  date of
termination up to the expiration date of the agreement  payable in a lump sum or
in periodic payments (at the option of Mr.  Middleton),  plus full life, health,
disability  and other benefits as in effect on the date of termination up to the
expiration  date of the  agreement.  If  following  a change in  control  of the
Company or the Bank, as defined in the agreement (i) Mr.  Middleton  voluntarily
terminates his  employment for any reason within the 30 day period  beginning on
the date of a change  of  control,  (ii) Mr.  Middleton  voluntarily  terminates
employment within 90 days of an event that occurs during the period which begins
on the date six months  before a change of control  and ends on the later of the
second  anniversary of the change of control or the expiration of the employment
agreement, and which event constitutes good reason, as defined in the employment
agreement,  or (iii) the Bank  terminates  Mr.  Middleton's  employment  for any
reason  other  than  for just  cause,  as  defined  in the  agreement,  then Mr.
Middleton shall be entitled to receive an amount equal to 2.99 times the average
annual compensation  payable by the Bank and includable in Mr. Middleton's gross
income for the most recent five taxable years. In addition,  Mr. Middleton would
be entitled to be reimbursed  for excise taxes imposed on any "excess  parachute
payments," as defined in Section 280G of the Internal Revenue Code of 1986, made
under the employment agreement and under any other plans, programs or agreements
(such as the Salary  Continuation  Agreement  described  below),  as well as any
additional excise and income taxes imposed as a result of such reimbursement.  A
change of control refers to certain enumerated events, including the acquisition
of  ownership  of 25% or more of the  Bank's or  Company's  Common  Stock by any
person or group. The agreement  provides,  among other things, for annual review
of  compensation,  for  participation in an equitable manner in any stock option
plan or incentive plan to the extent authorized by the Bank's Board of Directors
for its key management  employees and for  participation in pension,  group life
insurance,  medical  coverage  and in  other  employee  benefits  applicable  to
executive personnel.

     The Bank  maintains  similar  employment  agreements  with C. Marie  Brown,
Executive  Vice President and Chief  Operating  Officer,  Gregory C.  Cockerham,
Executive Vice President and Chief Lending  Officer,  and William J.  Pasenelli,
Executive Vice President and Chief Financial Officer, respectively,  except that
those  agreements do not include any provision for an excess  parachute  payment
tax reimbursement. Ms. Brown's agreement provides for a current annual salary of
$135,000,  Mr.  Cockerham's  agreement  provides for a current  annual salary of
$125,000 and Mr.  Pasenelli's  provides for a current annual salary of $120,000.
Each  agreement  has a  three-year  term with  provision  for  extension  for an
additional year annually if determined by the Board. Each agreement provides for
a change in control payment equal to 2.00 times the officer's  five-year average
annual  compensation in  circumstances  similar to those in which Mr.  Middleton
would receive a change in control payment.  The aggregate payments that would be
made to Mr. Middleton,  Ms. Brown, Mr. Cockerham and Mr. Pasenelli  assuming the
termination of their  employment  under the foregoing  circumstances at December
31,  2003  would  have  been  approximately  $776,707,  $333,675,  $304,877  and
$246,308, respectively.

     SALARY CONTINUATION  AGREEMENTS.  The Bank and Mr. Middleton entered into a
Salary  Continuation  Agreement  effective as of September 6, 2003.  The Bank is
presently  funding  it's  obligations  to Mr.  Middleton  pursuant to the Salary
Continuation  Agreement  through a life  insurance  policy on his life which the
Bank owns and with respect to which it is the sole death  beneficiary.  Pursuant
to his Salary Continuation  Agreement,  if Mr. Middleton  terminates  employment
with the Bank on or after his 62nd birthday, or within 24 months subsequent to a
change in  control  (as  defined in his  Employment  Agreement),  or  terminates
employment  on account of  disability,  he will be entitled to receive a pension
from the Bank in the amount of $10,671  per month for 180 months  commencing  on
the his 65th  birthday (or his  termination  of  employment,  if later).  If Mr.
Middleton's  employment is terminated for reasons other than disability prior to
his 62nd birthday,  the monthly amount payable to him for 180 months  commencing
on his 65th birthday will be $10,671 multiplied by a fraction,  the numerator of
which is the number of years of service  completed by Mr.  Middleton at the time
of his termination of employment,  and the denominator of which is the number of
years of service he would have completed had he remained  employed with the Bank
until his 62nd birthday. Mr. Middleton may elect that his pension shall commence
immediately  following  termination  of employment  prior to his 65th  birthday,
provided that he make such election at least 13 months prior to his  termination
of employment. If Mr. Middleton makes such election, his pension will be reduced
on the basis of an interest  factor  equal to the  five-year  Treasury  Constant
Maturity Rate (but not greater than 6% annually). If Mr. Middleton dies while an
employee of the Bank, or after termination of employment, but before the date on
which his pension would have become payable,  his designated  beneficiary  shall
receive a survivor's  pension of $10,671 per month for 180 months  commencing as
of the first day of the month following the date of death. If Mr. Middleton dies
after payment of his pension has  commenced,  his designated  beneficiary  shall
receive the balance of the 180 monthly payments. Mr. Middleton shall forfeit his
entitlement  to all  benefits  under the Salary  Continuation

                                       4
<PAGE>

Agreement if his  employment  with the Bank is terminated for cause as specified
in his Employment Agreement described above. In addition, Mr. Middleton would be
entitled to be  reimbursed  for excise  taxes  imposed on any "excess  parachute
payments," as defined in Section 280G of the Internal Revenue Code of 1986, made
under the Salary Continuation  Agreement and under any other plans,  programs or
agreements (such as the Employment  Agreement  described  above), as well as any
additional excise and income taxes imposed as a result of such reimbursement.

     The Bank entered into similar Salary Continuation  Agreements with C. Marie
Brown,  Gregory C. Cockerham,  and William J. Pasenelli as of September 6, 2003.
Their Salary  Continuation  Agreements are identical to Mr.  Middleton's  Salary
Continuation Agreement,  except (i) the full monthly benefit for C. Marie Brown,
Gregory C.  Cockerham  and William J.  Pasenelli  is $3,627,  $6,020 and $6,176,
respectively;  (ii) the full  monthly  benefit  is  payable  if  termination  of
employment  occurs on or after age 65, on  account of  disability,  or within 12
months  subsequent  to a change in  control;  and (iii) they do not  include any
provision for an excess parachute payment tax reimbursement.

     The  Company  has  entered  into  Guaranty  Agreements  with  each  of  Mr.
Middleton,  Ms. Brown, Mr. Cockerham and Mr. Pasenelli  pursuant to which it has
agreed to be jointly  and  severally  liable for  amounts  payable  under  their
employment agreements.

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------

     (3)  Exhibits.  The  following is a list of exhibits  filed as part of this
          ---------
Amendment No. 1 to the Annual Report on Form 10-K and is also the Exhibit Index.

          NO.         DESCRIPTION
         -----        ------------
         31.1         Rule 13a-14a Certification of Chief Executive Officer
         31.2         Rule 13a-14a Certification of Chief Financial Officer

<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                               TRI-COUNTY FINANCIAL CORPORATION


Date:  April 26, 2004        By:/s/ Michael L. Middleton
                                -----------------------------------------
                                Michael L. Middleton
                                President and Chief Executive Officer
                                (Duly Authorized Representative)