U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

For the quarterly period ended:  March 31, 2003

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

For the transition period from ___________ to ___________.

                         Commission File Number: 0-28815

                     FIRST LITCHFIELD FINANCIAL CORPORATION
                     --------------------------------------
        (Exact name of small business issuer as specified in its charter)


         Delaware                                               06-1241321
         --------                                               ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation of organization)                               Identification No.)

   13 North Street, Litchfield, CT                                 06759
   -------------------------------                                 -----
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number, including area code:          (860) 567-8752


(Former  name,  former  address and former  fiscal year,  if changed  since last
report.)

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
     Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for
     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  [_]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
     common  equity,  as of the latest  practicable  date:  1,782,247  shares of
     Common Stock, par value $.01 per share, were outstanding at April 28, 2003.

     Transitional Small Business Disclosure Format (check one):

     Yes [_]         No  [X]




<PAGE>
<TABLE>
<CAPTION>

                     FIRST LITCHFIELD FINANCIAL CORPORATION

                                   FORM 10-QSB

                                      INDEX

                                                                                               Page
Part I - Consolidated Financial Information                                                    ----

        Item 1 - Financial Statements

<S>                                                                                              <C>
              Consolidated Balance Sheets - March 31, 2003(unaudited) and
                 December 31, 2002 ..............................................................3

              Consolidated Statements of Income - Three months ended
                 March 31, 2003 and 2002 (unaudited)............................................ 4

              Consolidated Statements of Comprehensive Income - Three months ended
                 March 31, 2003 and 2002 (unaudited).............................................5

              Consolidated Statements of Cash Flows - Three months ended
                 March 31, 2003 and 2002 (unaudited).............................................6

              Notes to Consolidated Financial Statements.........................................7


        Item 2 - Management's Discussion and Analysis of Financial Condition
          and Results of Operations..............................................................9

        Item 3 - Controls and Procedures Related to the Disclosure of
            Financial Information................................................................16


Part II - Other Information

        Item 1 - Legal Proceedings...............................................................16

        Item 2 - Changes in Securities and Use of Proceeds.......................................16

        Item 3 - Defaults Upon Senior Securities.................................................16

        Item 4 - Submission of Matters to a Vote of Security Holders.............................16

        Item 5 - Other Information...............................................................16

        Item 6 - Exhibits and Reports on Form 8-K................................................16

Signatures.......................................................................................22

Certifications...................................................................................23

</TABLE>






                                       3


<PAGE>
<TABLE>
<CAPTION>

FIRST LITCHFIELD FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS                                                                 March 31,         December 31,
                                                                                              2003                2002
                                                                                         -------------       -------------
                                                                                           (Unaudited)
ASSETS
<S>                                                                                      <C>                 <C>
   Cash and due from banks                                                               $   9,539,585       $   8,763,736
   Federal Funds Sold                                                                       20,050,000          15,000,000
                                                                                         -------------       -------------
                                              CASH AND CASH EQUIVALENTS                     29,589,585          23,763,736
                                                                                         -------------       -------------
   Securities:
     Available for sale securities:
       US Treasury and other government securities (amortized cost $20,960,719-2003         21,204,638           5,233,594
            and $5,004,622-2002)
       State and municipal securities (amortized cost $16,353,005-2003
        and $16,359,152-2002)                                                               17,606,913          16,754,344
       Mortgage-backed securities (amortized cost $60,642,119-2003
        and $55,723,087-2002)                                                               61,674,355          56,553,896
         Corporate and other bonds (amortized cost $3,021,514-2003)                          3,000,000                --
     Held to maturity securities:
       Mortgage-backed securities (market value $187,517-2003
        and $212,402-2002)                                                                     178,933             203,012
                                                                                         -------------       -------------
                                                       TOTAL SECURITIES                    103,664,839          78,744,846
                                                                                         -------------       -------------

   Federal Home Loan Bank stock, at cost                                                     2,389,800           2,389,800
   Federal Reserve Bank stock, at cost                                                          81,850              81,850
   Loans held for sale                                                                         455,500             385,000
   Loans Receivable, Net of Allowance for loan losses of
                 $998,787 -2003, $1,011,052-2002
                                                              NET LOANS                    181,137,913         188,363,103

   Bank premises and equipment, net                                                          2,741,408           2,580,616
   Foreclosed real estate                                                                      300,000             300,000
   Accrued interest receivable                                                               1,506,032           1,507,335
   Cash surrender value of insurance                                                         7,330,885           7,239,262
   Other assets                                                                              1,785,930           1,447,483
                                                                                         -------------       -------------

                                                           TOTAL ASSETS                  $ 330,983,742       $ 306,803,031
                                                                                         =============       =============

LIABILITIES
   Deposits:
     Noninterest bearing:
        Demand                                                                           $  41,559,514       $  42,738,112
     Interest bearing:
        Savings                                                                             51,326,306          46,663,585
        Money market                                                                        87,395,910          70,048,999
        Time certificates of deposit in denominations of $100,000 or more                   29,486,426          32,913,440
        Other time certificates of deposit                                                  71,820,343          76,317,807
                                                                                         -------------       -------------
                                                         TOTAL DEPOSITS                    281,588,499         268,681,943
                                                                                         -------------       -------------

   Federal Home Loan Bank advances                                                           7,000,000           8,000,000
   Securities sold under agreements to repurchase                                            7,000,000           7,000,000
   Deferred income taxes                                                                       688,023             329,807
   Due to broker for security purchases                                                     11,061,875                  --
   Accrued expenses and other liabilities                                                    1,525,363           1,792,065
                                                                                         -------------       -------------
                                                      TOTAL LIABILITIES                    308,863,760         285,803,815
                                                                                         -------------       -------------
   Commitments & Contingencies                                                                    --                  --

SHAREHOLDERS' EQUITY
   Preferred stock $.00001 par value; 1,000,000 shares authorized, no shares
     outstanding Common stock $.01 par value
     Authorized - 5,000,000 shares
     2003 - Issued - 1,877,655 shares, outstanding - 1,782,247 shares
     2002 - Issued - 1,872,738 shares, outstanding - 1,777,330 shares                           18,776              18,727
   Capital surplus                                                                          14,574,943          14,532,101
   Retained earnings                                                                         6,571,681           6,189,166
   Less: Treasury stock at cost- 95,408 shares                                                (701,061)           (701,061)
   Accumulated other comprehensive income-net unrealized gain
     on available for sale securities (net of taxes)                                         1,655,643             960,283
                                                                                         -------------       -------------
                                             TOTAL SHAREHOLDERS' EQUITY                     22,119,982          20,999,216
                                                                                         -------------       -------------
                             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $ 330,983,742       $ 306,803,031
                                                                                         =============       =============
</TABLE>

See Notes to Consolidated Financial Statements


                                       4


<PAGE>




<TABLE>
<CAPTION>

FIRST LITCHFIELD FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

Three Months Ended March 31,                                                    2003            2002
                                                                             ----------      ----------
INTEREST AND DIVIDEND INCOME
<S>                                                                          <C>             <C>
   Interest and fees on loans                                                $2,929,621      $3,181,908

   Interest and dividends on securities:
      Mortgage-backed securities                                                601,626         577,631
      US Treasury and other securities                                           88,006         160,685
      State and municipal securities                                            197,982         137,341
      Corporate bonds and other securities                                       17,188          25,975
      Other interest income                                                      41,661          23,417
                                                                             ----------      ----------
                                                  TOTAL INTEREST INCOME       3,876,084       4,106,957
                                                                             ----------      ----------

INTEREST EXPENSE
   Interest on deposits:
      Savings                                                                    94,741         122,325
      Money market                                                              225,834         373,810
      Time certificates of deposit in denominations of $100,000 or more         237,632         259,493
      Other time certificates of deposit                                        643,489         865,751
                                                                             ----------      ----------
                                             TOTAL INTEREST ON DEPOSITS       1,201,696       1,621,379
   Interest on Federal Home Loan Bank advances                                   59,367         118,071
   Interest on repurchase agreements                                             74,168          48,767
                                                                             ----------      ----------
                                                 TOTAL INTEREST EXPENSE       1,335,231       1,788,217
                                                                             ----------      ----------
                                                    NET INTEREST INCOME       2,540,853       2,318,740
PROVISION FOR LOAN LOSSES                                                        75,000          60,000
                                                                             ----------      ----------
                                              NET INTEREST INCOME AFTER
                                              PROVISION FOR LOAN LOSSES       2,465,853       2,258,740
                                                                             ----------      ----------
NONINTEREST INCOME
   Banking service charges and fees                                             179,129         175,212
   Trust                                                                        267,500         242,499
   Other                                                                        108,024         216,212
                                                                             ----------      ----------
                                               TOTAL NONINTEREST INCOME         554,653         633,923
                                                                             ----------      ----------
NONINTEREST EXPENSE
   Salaries                                                                     924,802       1,183,073
   Employee benefits                                                            284,607         309,729
   Net occupancy                                                                207,288         119,800
   Equipment                                                                     90,214          83,264
   Legal fees                                                                    26,422          43,957
   Directors fees                                                                24,459          41,019
   Computer services                                                            190,499         211,045
   Supplies                                                                      51,759          49,602
   Commissions, services and fees                                                44,728          62,623
   Postage                                                                       42,802          30,497
   Advertising                                                                  133,244          47,749
   OREO & non-performing loan expenses-net                                        6,559             531
   Other                                                                        295,348         246,084
                                                                             ----------      ----------
                                              TOTAL NONINTEREST EXPENSE       2,322,731       2,428,973
                                                                             ----------      ----------

                                             INCOME BEFORE INCOME TAXES         697,775         463,690
PROVISION FOR INCOME TAXES                                                      137,035          83,315
                                                                             ----------      ----------
                                                             NET INCOME      $  560,740      $  380,375
                                                                             ==========      ==========

INCOME PER SHARE
                                             BASIC NET INCOME PER SHARE      $     0.32      $     0.22
                                                                             ==========      ==========
                                           DILUTED NET INCOME PER SHARE      $     0.31      $     0.21
                                                                             ==========      ==========
   DIVIDENDS PER SHARE                                                       $      .10      $      .10
                                                                             ==========      ==========
</TABLE>

 See Notes to Consolidated Financial Statements.

                                       5






<PAGE>
<TABLE>
<CAPTION>


FIRST LITCHFIELD FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Three months ended March 31,                                                              2003            2002
                                                                                      ----------       ---------

<S>                                                                                   <C>             <C>
Net income                                                                            $  560,740      $  380,375
Unrealized holding gains (losses) on securities:
       Unrealized holding gains (losses) arising during the period, net of taxes         695,360        (121,950)
                                                                                      ----------      ----------

Comprehensive income                                                                  $1,256,100      $  258,425
                                                                                      ==========      ==========

</TABLE>


See Notes to Consolidated Financial Statements.



                                       6

<PAGE>




<TABLE>
<CAPTION>





FIRST LITCHFIELD FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Three months ended March 31,                                                     2003               2002
                                                                             ------------       ------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                          <C>                <C>
Net income                                                                   $    560,740       $    380,375
Adjustments to reconcile net income to net cash
  provided by operating activities:
       Amortization and accretion of premiums and discounts
          on investment securities, net                                            82,223            160,026
       Provision for loan losses                                                   75,000             60,000
       Depreciation and amortization                                               67,638             68,012
       Loans originated for sale                                               (3,799,700)              --
       Proceeds from the sales of loans held for sale                           3,729,200               --
       Loss on sale of repossessed assets                                             400              1,400
       Loss on disposals of bank premises and equipment                               535                354
       Decrease (increase) in accrued interest receivable                           1,303           (360,284)
       (Increase) decrease in other assets                                     (1,027,470)           125,122
       Increase in cash surrender value of insurance                              (91,623)           (72,879)
       Decrease in deferred loan origination costs                                 90,314            112,494
       Increase in accrued expenses and other liabilities                         420,829            252,495
                                                                             ------------       ------------

           Net cash provided by operating activities                              109,389            727,115
                                                                             ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Available for sale mortgage-backed
 securities:
       Proceeds from maturities and principal payments                          6,298,569          2,116,845
       Purchases                                                               (8,213,203)        (9,992,034)
 Available for sale US Treasury and other investment securities:
       Proceeds from maturities                                                      --                 --
       Purchases                                                               (7,973,750)        (5,187,500)
 Available for sale state, municipal and other bond investments:
       Purchases                                                               (3,022,500)              --
 Held to maturity mortgage-backed securities:
       Proceeds from maturities and principal payments                              24,119             36,627
 Net decrease (increase) in loans                                                7,059,476         (5,103,752)
 Proceeds from sale of repossessed assets                                            1,000             15,100
 Purchase of bank premises and equipment                                          (228,965)           (13,826)
                                                                             ------------       ------------

       Net cash used in investing activities                                   (6,055,254)       (18,128,540)
                                                                             ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in savings, money market and demand deposits                      20,831,034          9,454,792
Net decrease in certificates of deposit                                        (7,924,478)        (2,600,287)
Net (decrease) increase in borrowings under Federal Home Loan
  Bank advances                                                                (1,000,000)         8,000,000
Net increase in securities sold under agreements to repurchase                       --            7,000,000
Proceeds from the exercise of stock options                                        42,891               --
Dividends paid on common stock                                                   (177,733)          (166,976)
                                                                             ------------       ------------

       Net cash provided by financing activities                               11,771,714         21,687,529
                                                                             ------------       ------------

       Net increase in cash and cash equivalents                                5,825,849          4,286,104

CASH AND CASH EQUIVALENTS, at beginning of period                              23,763,736          8,103,221
                                                                             ------------       ------------

CASH AND CASH EQUIVALENTS, at end of period                                  $ 29,589,585       $ 12,389,325
                                                                             ============       ============

SUPPLEMENTAL INFORMATION

Cash paid during the period for:
       Interest on deposits and borrowings                                   $  1,394,353       $  1,821,197
                                                                             ============       ============
       Income taxes                                                          $        750       $    103,665
                                                                             ============       ============

Non cash investing and financing activities:
       Amounts payable for investment purchases                              $ 11,061,875       $       --
                                                                             ============       ============
       Transfer of loans to repossessed assets                               $       --         $     78,100
                                                                             ============       ============
       Accrued dividends declared                                            $    178,225       $    166,976
                                                                             ============       ============

</TABLE>


See Notes to Consolidated Financial Statements.


                                       7
<PAGE>


FIRST LITCHFIELD FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   The consolidated balance sheet at December 31, 2002 has been derived from
     the audited financial statements at that date, but does not include all of
     the information and footnotes required by accounting principles generally
     accepted in the United States of America for complete financial statements.

2.   The accompanying unaudited consolidated financial statements and related
     notes have been prepared pursuant to the rules and regulations of the
     Securities and Exchange Commission. Accordingly, certain information and
     footnote disclosures normally included in financial statements prepared in
     accordance with accounting principles generally accepted in the United
     States of America have been omitted pursuant to such rules and regulations.
     The accompanying financial statements and related notes should be read in
     conjunction with the audited financial statements of the Company and notes
     thereto for the fiscal year ended December 31, 2002.

     These financial statements reflect, in the opinion of Management, all
     adjustments, consisting of only normal recurring adjustments, necessary for
     a fair presentation of the Company's financial position and the results of
     its operations and its cash flows for the periods presented. The results of
     operations for the three months ended March 31, 2003 are not necessarily
     indicative of the results of operations that may be expected for all of
     2003.

3.   The Company is required to present basic income per share and diluted
     income per share in its statements of income. Basic income per share
     amounts are computed by dividing net income by the weighted average number
     of common shares outstanding. Diluted income per share assumes exercise of
     all potential common stock in weighted average shares outstanding, unless
     the effect is antidilutive. The Company is also required to provide a
     reconciliation of the numerator and denominator used in the computation of
     both basic and diluted income per share.

    The following is information about the computation of net income per share
    for the three month periods ended March 31, 2003 and 2002. The 2002
    information has been restated to give retroactive effect to all stock
    dividends for the periods presented.


<TABLE>
<CAPTION>


                                                                            Three Months Ended
                                                                              March 31, 2003
                                                          ------------------------------------------------------
                                                             Net                                      Per Share
                                                             Income             Shares                  Amount
                                                          ------------------------------------------------------
    Basic Net Income Per Share
<S>                                                       <C>                  <C>                     <C>
      Income available to common shareholders             $560,740             1,780,428               $   .32
                                                                                                       =======

    Effect of Dilutive Securities
      Options Outstanding                                       --                31,454

    Diluted Net Income Per Share
      Income available to common shareholders
                                                           -------              --------
      plus assumed conversions                            $560,740             1,811,882               $   .31
                                                          ========             =========               =======



                                                                              March 31, 2002
                                                          ------------------------------------------------------
                                                             Net                                      Per Share
                                                             Income             Shares                  Amount
                                                           -----------------------------------------------------
    Basic Net Income Per Share
      Income available to common shareholders             $380,375             1,753,246               $   .22
                                                                                                       =======

    Effect of Dilutive Securities
      Options Outstanding                                       --                40,045

    Diluted Net Income Per Share
      Income available to common shareholders
                                                           -------             ---------
      plus assumed conversions                            $380,375             1,793,291               $   .21
                                                           =======             =========               =======
</TABLE>




                                       8



<PAGE>



4.   Other comprehensive income, which is comprised solely of the change in
     unrealized gains and losses on available for sale securities, is as
     follows:
<TABLE>
<CAPTION>


                                                                                          Three Months Ended
                                                                                             March 31, 2003

                                                                             Before-Tax         Tax           Net-of-Tax
                                                                               Amount           Effect          Amount
                                                                             -------------------------------------------

<S>                                                                          <C>             <C>              <C>
Unrealized holding gains arising during the period                           $1,053,576      $ (358,216)      $  695,360
Less: reclassification adjustment for amounts recognized in net income             --              --               --
                                                                             ----------      ----------       ----------

Unrealized holding gains on available for sale securities, net of taxes      $1,053,576      $ (358,216)      $  695,360
                                                                             ==========      ==========       ==========


                                                                                             March 31, 2002


                                                                             Before-Tax         Tax           Net-of-Tax
                                                                              Amount            Effect          Amount
                                                                             -------------------------------------------

Unrealized holding losses arising during the period                           $(184,772)     $  62,822        $ (121,950)
Less: reclassification adjustment for amounts recognized in net income             --             --                --
                                                                             ----------      ----------       ----------

Unrealized holding loss on available for sale securities, net of taxes        $(184,772)     $  62,822        $ (121,950)
                                                                             ==========      ==========       ==========
</TABLE>


5. The Bank is a member of the Federal Home Loan Bank of Boston (the "FHLBB").
As a member of the FHLBB, the Bank has access to a preapproved line of credit of
up to 2% of its total assets and the capacity to borrow up to 30% of its total
assets. In accordance with an agreement with the FHLBB, the Bank is required to
maintain qualified collateral, as defined in the FHLBB Statement of Products
Policy, free and clear of liens, pledges and encumbrances for the advances.
FHLBB stock and certain loans which aggregate approximately 100% of the
outstanding advance are used as collateral. Federal Home Loan Bank advances as
of March 31, 2003 totaled $7,000,000. This amount includes advances of
$5,000,000 at a rate of 3.23% due in October 2003 and $2,000,000 at a rate of
3.47% due in December 2003.

As of March 31, 2003, the Bank had borrowings under repurchase agreements
totaling $7,000,000. This amount includes $3,000,000 at a rate of 3.57% due
January 2004 and $4,000,000 at a rate of 4.5% due January 2005.

6. A reconciliation of the anticipated income tax expense (computed by applying
the Federal statutory income tax rate of 34% to the income before taxes) to the
provision for income taxes as reported in the statements of income is as
follows:

<TABLE>
<CAPTION>

For the three months ended March 31,
                                                                         2003                                    2002
                                                             ----------------------------           ----------------------------

<S>                                                          <C>                       <C>          <C>                       <C>
Provision for income taxes at statutory Federal rate         $ 237,244                 34%          $ 157,655                 34%
Increase (decrease) resulting from:
   Tax exempt income                                          (105,114)               (15)            (79,356)               (17)
   Nondeductible interest expense                                4,907                  1               4,851                  1
   Other                                                            (2)              --                   165               --
                                                             ----------------------------           ----------------------------
Provision for income taxes                                   $ 137,035                 20%          $  83,315                 18%
                                                             ============================           ============================

</TABLE>

                                       9


<PAGE>




7. A summary of the Bank's loan portfolio at March 31, 2003 and December 31,
2002 is as follows:

                                              2003                2002
Real estate--residential mortgage        $ 117,787,003       $ 123,393,205
Real estate--commercial mortgage            29,891,298          30,535,812
Real estate--construction                    9,717,895           9,993,398
Commercial                                  10,988,736          10,531,171
Installment                                 12,863,112          14,271,763
Other                                          381,472              51,308
                                         -------------       -------------
                 TOTAL LOANS               181,629,516         188,776,657
Net deferred loan origination costs            507,184             597,498
Allowance for loan losses                     (998,787)         (1,011,052)
                                         -------------       -------------
                 NET LOANS               $ 181,137,913       $ 188,363,103
                                         =============       =============




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

GENERAL

First Litchfield Financial Corporation (the "Company") a Delaware corporation
formed in 1988, is the one-bank holding company for The First National Bank of
Litchfield (the "Bank"), a national bank supervised and examined by the Office
of the Comptroller of the Currency (the "OCC"). The First National Bank of
Litchfield is the Company's only subsidiary and only source of income. The Bank
has two subsidiaries, The Lincoln Corporation and Litchfield Mortgage Service
Corporation, which are Connecticut corporations. The purpose of The Lincoln
Corporation is to hold property such as real estate, personal property,
securities, or other assets, acquired by the Bank through foreclosure or
otherwise to compromise a doubtful claim or collect a debt previously
contracted. The purpose of Litchfield Mortgage Service Corporation is to operate
as a passive investment company in accordance with Connecticut law.

Both the Company and the Bank are headquartered in Litchfield, CT. The Bank is a
full-service commercial bank serving both individuals and businesses generally
within Litchfield County Connecticut. Deposits are insured up to specific limits
of the Federal Deposit Insurance Act by the Bank Insurance Fund ("BIF"), which
is administered by the Federal Deposit Insurance Corporation (the "FDIC"). The
Bank's lending activities include loans secured by residential and commercial
mortgages. Other loan products include consumer and business installment
lending, as well as other secured and nonsecured lending. The Bank has seven
banking locations located in the towns of Torrington, Litchfield, Washington,
Marble Dale, Goshen and Roxbury, Connecticut. The seventh banking facility,
located in downtown Torrington, Connecticut, opened in March of 2003. In 1975
the Bank was granted Trust powers by the OCC. The Bank's Trust Department
provides trust and fiduciary services to individuals, nonprofit organizations
and commercial customers. Additionally, the Bank offers nondeposit retail
investment products such as mutual funds, annuities and insurance through its
relationship with Infinex Investments, Inc. and Infinex Insurance Agency, Inc.
These services are offered under the trade-name First Litchfield Financial
Services.

As of March 31, 2003, the Company had total assets of $330,983,742 which was an
increase of approximately $24.2 million or 7.9% from year-end 2002 total assets
of $306,803,031. The increase in earning assets resulted from increases in the
securities portfolio and in Federal funds sold, net of decreases in the loan
portfolio. This growth was funded primarily by increases in deposits.



                                       10


<PAGE>



The following discussion and analysis of the Company's consolidated financial
condition and results of operations should be read in conjunction with the
consolidated financial statements and notes to the financial statements.

FINANCIAL CONDITION

Total assets as of March 31, 2003 were $330,983,742, an increase of $24,180,711
or 7.9% from year-end 2002 total assets of $306,803,031.

The increase in assets was in the securities portfolio as well as in cash and
cash equivalents. Total securities as of March 31, 2003 aggregated $103,664,839,
which is an increase of $24,919,993 or 31.6% from the year-end 2002 level.
During the first quarter of 2003, purchases of U.S. Government agency bonds,
mortgage-backed and other securities totaled over $30 million. The purchases
were made in order to maintain earning assets at a level consistent with the
Company's goals for the efficient use of capital and deposit growth. Net loans
totaled $181,137,913 as of March 31, 2003, which is a decrease of $7,225,190 or
3.8% from the balance at December 31, 2002. The residential mortgage portfolio
totaled $117,787,003, declining by 4.5% or $5,606,202 from the year-end 2002
balance. This decrease was due to customer mortgage refinancing with the other
mortgage lenders. The installment loan portfolio decreased by $1,408,651 or 9.9%
from its year-end 2002 balance. This decline was the result of amortizations and
prepayments in the installment loan portfolio which have not been replaced by
new originations due to management's decision to discontinue indirect dealer
financing during 2000.

Cash and cash equivalents totaled $29,589,585, which is an increase of
$5,825,849 or 24.5% from year-end 2002. As of March 31, 2003, Federal funds sold
totaled $20,050,000 representing funds temporarily invested pending the
settlement of investments purchased during the month.

Total liabilities were $308,863,760 as of March 31, 2003 compared to total
liabilities of $285,803,815 as of year-end 2002. Deposits increased by
$12,906,556 or 4.8% during the first quarter of 2003. Growth was primarily in
the money market deposits, which increased by $17,246,911 or 24.8%. This growth
was due to a competitive rate money market account offered to promote the Bank's
newest branch. Additionally, the continued low interest rate environment has
customers favoring liquid deposits such as money market deposits. Some of the
growth in money market deposits also came from decreases in certificates of
deposits, both those over and below $100,000 in denomination. These deposits
declined by $7,924,478 or 7.3%. Savings deposits increased by 10% during the
first quarter of 2003. As of March 31, 2003, savings deposits totaled
$51,326,306. Management attributes the growth in these deposits to be due to
customer preference for liquid deposits. Other liabilities increased in the
first quarter of 2003 due to $11 million in investment purchases traded during
the first quarter which are not scheduled to settle until the second quarter.

RESULTS OF OPERATIONS

Summary

Net income for the Company for the first quarter of 2003 totaled $560,740. These
earnings are $180,365 or 47.4% above earnings for the first quarter of 2002,
which totaled $380,375. Basic and income per share for the first quarter of 2002
were $.32 and $.31 respectively, compared to basic and diluted income per share
of $.22 and $.21 respectively which was earned for the first quarter of 2002.
Expenses related to the Early Retirement Agreement for the former President of
the Company were incurred during the first quarter of 2002. These expenses, net
of taxes, reduced net income for that quarter by $229,541.

Net Interest Income






                                       11



<PAGE>

Net interest income is comprised of the following for the three months ended
March 31,

                                             2003                2002
                                          ---------           ---------

Interest and dividend income             $3,876,084          $4,106,957
Tax-equivalent adjustments                  104,631              73,455
Interest expense                         (1,335,231)         (1,788,217)
                                         -----------         -----------

Net interest income                      $2,645,484          $2,392,195
                                         ==========          ==========

The following table presents the Company's average balance sheets (computed on a
daily basis), net interest income, and interest rates for the three months ended
March 31, 2003 and 2002. Average loans outstanding include nonaccruing loans.
Interest income is presented on a tax-equivalent basis which reflects a federal
tax rate of 34% for all periods presented.

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL
<TABLE>
<CAPTION>

                                      Three months ended March 31, 2003    Three months ended March 31, 2002
                                   ------------------------------------    ----------------------------------
                                                    Interest                               Interest
                                      Average       Earned/      Yield/       Average      Earned/     Yield/
                                      Balance        Paid        Rate         Balance        Paid       Rate
                                   ------------------------------------    ----------------------------------
Assets
Interest Earning Assets:
<S>                                <C>           <C>              <C>      <C>            <C>            <C>
Loans                              $185,160,000  $2,930,353       6.33%    $189,518,000   $3,183,158     6.72%
Investment Securities                83,952,000   1,008,701       4.81%      74,831,000      973,837     5.21%
Other interest earning assets        14,623,000      41,661       1.14%       5,786,000       23,417     1.62%

Total interest earning assets       283,735,000   3,980,715       5.61%     270,135,000    4,180,412     6.19%



Allowance for loan losses            (1,015,000)                               (955,000)
Cash and due from banks               9,203,000                               8,050,000
Bank premises and equipment           2,672,000                               2,598,000
Net unrealized gain/loss on
  securities                          1,669,000                                 210,000
Other assets                          9,525,000                               9,167,000
                                    -----------                             -----------

Total Average Assets               $305,789,000                             $289,205,000
                                   ============                             ============


Liabilities and Shareholders' Equity
Interest Bearing Liabilities:
Savings deposits                    $46,847,000      94,741        .81%     $40,938,000      122,325     1.20%
Money Market deposits                76,135,000     225,834       1.19%      64,315,000      373,810     2.32%
Time deposits                       105,268,000     881,121       3.35%     101,694,000    1,125,244     4.43%
Borrowed funds                       14,256,000     133,535       3.75%      23,144,000      166,838     2.88%
                                    -----------   ---------                 -----------    ---------

Total interest bearing liabilities  242,506,000   1,335,231       2.20%     230,091,000    1,788,217     3.11%


Demand deposits                      41,330,000                              39,020,000
Other liabilities                       653,000                               1,553,000
Shareholders' Equity                 21,300,000                              18,541,000
                                    -----------                             -----------

Total liabilities and equity       $305,789,000                            $289,205,000
                                   ============                            ============

Net interest income                             $2,645,484                                $2,392,195
                                                  =========                               ==========
Net interest spread                                               3.41%                                  3.08%
                                                                  ====                                   ====
Net interest margin                                               3.73%                                  3.54%
                                                                  ====                                   ====
</TABLE>


                                       12
<PAGE>

RATE/VOLUME ANALYSIS
<TABLE>
<CAPTION>
                                                                 3/31/03 Compared to 3/31/02
                                                                  Increase (Decrease) Due to

                                                            Volume          Rate             Total
                                                          --------         -------        ----------

Interest earned on:
<S>                                                       <C>             <C>             <C>
Loans                                                     $ (71,993)      $(180,812)      $(252,805)
Investment securities                                       113,110         (78,246)         34,864
Other interest income                                        26,895          (8,651)         18,244
                                                          ---------       ---------       ---------
Total interest earning assets                                68,012        (267,709)       (199,697)
                                                          ---------       ---------       ---------

Interest paid on:
Deposits                                                    153,827        (573,510)       (419,683)
Borrowed money                                              (74,850)         41,547         (33,303)
                                                          ---------       ---------       ---------
Total interest bearing liabilities                           78,977        (531,963)       (452,986)
                                                          ---------       ---------       ---------

Increase (decrease) in net interest income                 $(10,965)      $ 264,254       $ 253,289
                                                          =========       =========       =========

</TABLE>

The $253,289 increase in net interest income is due primarily to decreases in
interest rates paid for deposits. The result was a decrease in interest expense
of $573,510, which is more than double the corresponding decrease in interest
income of $267,709 due also to lower rates.

Net interest income is the single largest source of the Company's net income.
Net interest income is defined as the difference between interest and dividend
income from earning assets, primarily loans and investment securities, and
interest expense on deposits and borrowed money. Interest income is the product
of the average balances outstanding on loans, securities and interest-bearing
deposit accounts multiplied by their effective yields. Interest expense is
similarly calculated as the result of the average balances of interest-bearing
deposits and borrowed funds multiplied by the average rates paid on those funds.
Other components of operating income are the provision for loan losses,
noninterest income such as service charges and trust fees, noninterest expenses
and income taxes.

Tax-equivalent net interest income for the first quarter of 2003 totaled
$2,645,484, an increase of $253,289 or 10.6% from the first quarter of 2002. Net
interest income increased due to funding costs for interest bearing liabilities
declining to a greater degree than the decline in earning asset yields.
Specifically, interest on deposits and borrowed funds decreased by 91 basis
points. The rates paid on savings, NOW and money market deposit accounts were
decreased throughout 2002. The benefit of this decrease in core deposits rates
is evidenced by increase in the net interest margin, which improved from 3.54%
at March 31, 2002 to 3.73% as of March 31, 2003. The yield on earning assets
decreased 58 basis points due to variable rate loans and investments repricing
at lower rates as well as to new investments in earning assets yielding lower
rates due to the low interest rate environment.

Provision for Loan Losses

The provision for loan losses for the first quarter of 2003 totaled $75,000,
which is an increase of $15,000 over provisions for the first quarter of 2002.
The provision for loan losses is determined quarterly and assessed along with
the adequacy of the loan loss reserve. Management's decision to increase the
provision is based upon an increased emphasis in commercial lending, as well as
its analysis of non-performing loans, their collateral and expectations for a
cautious economic recovery in the local market.

During the first quarter of 2003, the Company recorded net charge-offs of
$87,265 compared to first quarter 2002 net charge-offs of $63,047. First quarter
charge-offs for both years included writedowns and losses related primarily to
the consumer loan portfolio, specifically in the indirect dealer loan program.
The increase in charge-offs between years is a result of the current trend of
declining realizable values of repossessed assets, as well as to the seasoning
of the portfolio.

Noninterest Income

Noninterest income for the first quarter of 2003 totaled $554,653, a decrease of
$79,270 or 12.5% from the first quarter of 2002. The cause of the decline was
due to the first quarter 2002 nonrecurring income of $103,000 related to the
demutualization of Anthem, Inc., the Bank's group insurance provider. Offsetting


                                       13

<PAGE>

some of the decline was Trust income, which increased $25,001 from the first
quarter of 2002 due to increased assets under management as well as estate
settlements. Income from banking service charges and fees totaled $179,129 which
approximated the first quarter 2002 amount of $175,212.

Noninterest Expense

First quarter 2003 noninterest expense totaled $2,322,731, decreasing 4.4% or
$106,242 from the first quarter 2002 expenses of $2,428,973. One-time expenses
of $347,790 incurred during the first quarter of 2002 related to the former
President's Early Retirement Agreement resulted in a decrease in salaries and
employee benefits in 2003. During the first quarter of 2003 the Bank opened its
seventh branch. Costs relating to the opening of this office, including market
promotion, approximated $143,000 and were expensed in the first quarter of 2003.
Increased costs related to the new branch are included in salaries and benefits,
occupancy, equipment and advertising expenses.

Other noninterest expenses increased by $49,264, or 20.0% from the first quarter
of 2002. This is due to costs for computer consulting and software required for
the installation and upgrades of new services and technology.

Income Taxes

The first quarter 2003 provision for income taxes totaled $137,035, which is an
increase of $53,720 from the first quarter of 2002. The increase in income tax
expense is a result of a higher level of taxable income.

LIQUIDITY

Management's objective is to ensure continuous ability to meet cash needs as
they arise. Such needs may occur from time to time as a result of fluctuations
in loan demand and the level of total deposits. Accordingly, the Bank has a
liquidity policy that provides flexibility to meet cash needs. The liquidity
objective is achieved through the maintenance of readily marketable investment
securities as well as a balanced flow of asset maturities and prudent pricing on
loan and deposit products.

The Bank is a member of the Federal Home Loan Bank system which provides credit
to its member banks. This enhances the liquidity position of the Bank by
providing a source of available overnight as well as short-term borrowings.
Additionally, federal funds, borrowings through the use of repurchase agreements
and the sale of mortgage loans in the secondary market are available to fund
short term cash needs.

As of March 31, 2003, the Company had $31,200,215 in loan commitments and credit
lines outstanding. Since some commitments are expected to expire without being
drawn upon, the total commitment amount therefore does not necessarily represent
all future cash requirements. The funding of these commitments are anticipated
to be through deposits, loan and security amortizations and maturities.
Management believes liquidity is adequate to meet its present and foreseeable
needs.


CAPITAL

At March 31, 2003, total shareholders' equity was $22,119,982 compared to
$20,999,216 at December 31, 2002. From a regulatory perspective, the capital
ratios of the Company and the Bank place each entity in the "well-capitalized"
categories under applicable regulations. The various capital ratios of the
Company and the Bank are as follows as of March 31, 2003:




                                       14
<PAGE>

                                   Minimum
                                 Regulatory
                               Capital Levels     The Company     The Bank
                               --------------     -----------     --------
TIER 1:
Leverage capital ratio                 4%             6.69%          6.53%

Risk-based capital ratio               4%            11.64%         11.43%

Total risk-based capital ratio         8%            12.21%         11.99%



ALLOWANCE FOR LOAN LOSSES AND CRITICAL ACCOUNTING POLICIES

In the ordinary course of business, the Bank has made a number of estimates and
assumptions relating to the reporting results of operations and financial
condition in preparing its financial statements in conformity with accounting
principles generally accepted in the United States of America. Actual results
could differ significantly from those estimates under different assumptions and
conditions. The Company believes the following discussion addresses the Bank's
only critical accounting policy, which is the policy that is most important to
the portrayal of the Bank's financial results and requires management's most
difficult, subjective and complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain.

The Bank makes provisions for loan losses on a quarterly basis as determined by
a continuing assessment of the adequacy of the allowance for loan losses. The
Bank performs an ongoing review of loans in accordance with an individual loan
rating system to determine the required allowance for loan losses at any given
date. The review of loans is performed to estimate potential exposure to losses.
Management's judgment in determining the adequacy of the allowance is inherently
subjective and is based on an evaluation of the known and inherent risk
characteristics and size of the loan portfolios, the assessment of current
economic and real estate market conditions, estimates of the current value of
underlying collateral, past loan loss experience, review of regulatory authority
examination reports and evaluations of impaired loans, and other relevant
factors. Loans, including impaired loans, are charged against the allowance for
loan losses when management believes that the uncollectibility of principal is
confirmed. Any subsequent recoveries are credited to the allowance for loan
losses when received. In connection with the determination of the allowance for
loan losses and the valuation of foreclosed real estate, management obtains
independent appraisals for significant properties, when considered necessary.

There were no material changes in loan concentration or loan quality that had a
significant effect on the allowance for loan losses calculation at March 31,
2003. In addition, there were no material changes in the estimation methods and
assumptions used in the Company's allowance for loan losses calculation, and
there were no material reallocations of the allowance among different parts of
the loan portfolio.

At March 31, 2003, the allowance for loan losses was equivalent to 68% of total
non-performing assets as compared with 53% of total non-performing assets at
December 31, 2002. The underlying collateral values of the past due loans
support these levels of reserves. The ratio of the allowance for loan losses to
total loans at March 31, 2003 was .55% as compared to .51% as of December 31,
2002.

Changes in the allowance for loan losses for the periods ended March 31, 2003
and 2002 are as shown below:

For  the three months ended March 31,                2003              2002
                                                -----------       -----------
Balance at beginning of the year                $ 1,011,052       $   957,731
Provision for loan losses                            75,000            60,000
Loans charged off                                  (114,202)          (72,130)
Recoveries of loans previously charged off           26,937             9,083
                                                -----------       -----------

Balance at end of period                        $   998,787       $   954,684
                                                ===========       ===========


                                       15
<PAGE>

The following table summarizes the Bank's OREO, past due and nonaccrual loans,
and nonperforming assets as of March 31, 2003 and December 31, 2002.

                                           March 31, 2003    December 31, 2002

Nonaccrual loans                             $1,172,407         $1,487,475

Other real estate owned                         300,000            300,000
                                             ----------         ----------

Total nonperforming assets                   $1,472,407         $1,787,475
                                             ==========         ==========

Loans past due in excess of 90 days and
  accruing interest                          $   23,063         $   56,729
                                             ==========         ==========


Potential Problem Loans

As of March 31, 2003, there were no potential problem loans not disclosed above
which cause management to have serious doubts as to the ability of such
borrowers to comply with their present loan repayment terms.


FORWARD-LOOKING STATEMENTS

This Quarterly Report and future filings made by the Company with the Securities
and Exchange Commission, as well as other filings, reports and press releases
made or issued by the Company and the Bank, and oral statements made by
executive officers of the Company and Bank, may include forward-looking
statements relating to such matters as (a) assumptions concerning future
economic and business conditions and their effect on the economy in general and
on the markets in which the Company and the Bank do business, and (b)
expectations for increased revenues and earnings for the Company and Bank
through growth resulting from acquisitions, attractions of new deposit and loan
customers and the introduction of new products and services. Such
forward-looking statements are based on assumptions rather than historical or
current facts and, therefore, are inherently uncertain and subject to risk. For
those statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.

The Company notes that a variety of factors could cause the actual results or
experience to differ materially from the anticipated results or other
expectations described or implied by such forward-looking statements. The risks
and uncertainties that may affect the operations, performance, development and
results of the Company's and Bank's business include the following: (a) the risk
of adverse changes in business conditions in the banking industry generally and
in the specific markets in which the Bank operates; (b) changes in the
legislative and regulatory environment that negatively impact the Company and
Bank through increased operating expenses; (c) increased competition from other
financial and nonfinancial institutions; (d) the impact of technological
advances; and (e) other risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission. Such developments could
have an adverse impact on the Company and the Bank's financial position and
results of operation.

ITEM 3. CONTROLS AND PROCEDURES RELATED TO THE DISCLOSURE OF FINANCIAL
INFORMATION

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and





                                       16
<PAGE>


Treasurer and Principal Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-14(c). In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Treasurer (Principal Financial Officer), of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on the
foregoing, the Company's Chief Executive Officer and Treasurer (Principal
Financial Officer) concluded that the Company's disclosure controls and
procedures were effective.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation. Therefore, no corrective
actions were taken.

PART -I - OTHER INFORMATION

Item 1. Legal Proceedings - Not applicable

Neither the Company nor the Bank is involved in any pending material legal
proceedings other than routine legal proceedings occurring in the ordinary
course of business. Such routine legal proceedings, in the aggregate, are
believed by Management to be immaterial to the Company's financial condition or
results of operations.

Item 2. Changes in Securities and Use of Proceeds - Not applicable

Item 3. Defaults Upon Senior Securities - Not applicable

Item 4. Submission of Matters to a Vote of Security Holders - Not applicable

Item 5. Other Information - Not applicable

Item 6. Exhibits and Reports on Form 8-K

A.      Exhibits

EXHIBIT INDEX

Exhibit
 No.    Exhibit
----    -------

3.1     Certificate of Incorporation of First Litchfield Financial Corporation,
        as amended. Exhibit is incorporated by reference to Exhibit 3.1 set
        forth in the Company's Registration Statement on Form 10-SB as filed
        with the Securities and Exchange Commission on January 7, 2000.

3.2     Bylaws of First Litchfield Financial Corporation, as amended. Exhibit is
        incorporated by reference to Exhibit 3.2 set forth in the Company's
        Registration Statement on Form 10-SB as filed with the Securities and
        Exchange Commission on January 7, 2000.



                                       17


<PAGE>



4.      Specimen Common Stock Certificate. Exhibit is incorporated by reference
        to Exhibit 4. set forth in the Company's Registration Statement on Form
        10-SB as filed with the Securities and Exchange Commission on January 7,
        2000.

10.1    1990 Stock Option Plan for Company's President and Chief Executive
        Officer, as amended. Exhibit is incorporated by reference to Exhibit
        10.1 set forth in the Company's Registration Statement on Form 10-SB as
        filed with the Securities and Exchange Commission on January 7, 2000.

10.2    1994 Stock Option Plan for Officers and Outside Directors. Exhibit is
        incorporated by reference to Exhibit 10.2 set forth in the Company's
        Registration Statement on Form 10-SB as filed with the Securities and
        Exchange Commission on January 7, 2000.

10.3    Supplemental Executive Retirement Agreement between Company and Jerome
        J. Whalen. Exhibit is incorporated by reference to Exhibit 10.3 set
        forth in the Company's Registration Statement on Form 10-SB as filed
        with the Securities and Exchange Commission on January 7, 2000.

10.4    Change in Control Agreement between Jerome J. Whalen and Company.
        Exhibit is incorporated by reference to Exhibit 10.4 set forth in the
        Company's Registration Statement on Form 10-SB as filed with the
        Securities and Exchange Commission on January 7, 2000.

10.5    Change in Control Agreement between Philip G. Samponaro and Company.
        Exhibit is incorporated by reference to Exhibit 10.5 set forth in the
        Company's Registration Statement on Form 10-SB as filed with the
        Securities and Exchange Commission on January 7, 2000.

10.6    Change in Control Agreement between Carroll A. Pereira and Company.
        Exhibit is incorporated by reference to Exhibit 10.6 set forth in the
        Company's Registration Statement on Form 10-SB as filed with the
        Securities and Exchange Commission on January 7, 2000.

10.7    Change in Control Agreement between John S. Newton and Company. Exhibit
        is incorporated by reference to Exhibit 10.7 set forth in the Company's
        Registration Statement on Form 10-SB as filed with the Securities and
        Exchange Commission on January 7, 2000.

10.8    Change in Control Agreement between Revere H. Ferris and Company.
        Exhibit is incorporated by reference to Exhibit 10.8 set forth in the
        Company's Registration Statement on Form 10-SB as filed with the
        Securities and Exchange Commission on January 7, 2000.

10.9    Supplemental Employee Retirement Agreement between the Company and
        Walter Hunt. Exhibit is incorporated by reference to Exhibit 10.9 set
        forth in the Company's Registration Statement on Form 10-SB as filed
        with the Securities and Exchange Commission on January 7, 2000.

10.10   Deferred Directors' Fee Plan. Exhibit is incorporated by reference to
        Exhibit 10.10 set forth in the Company's Registration Statement on Form
        10-SB as filed with the Securities and Exchange Commission on January 7,
        2000.

10.11   Form of Employee Change in Control Agreement. Exhibit is incorporated by
        reference to Exhibit 10.11 set forth in the Company's Registration
        Statement on Form 10-SB as filed with the Securities and Exchange
        Commission on January 7, 2000.


                                       18
<PAGE>

10.12   Executive Supplemental Compensation Agreement dated November 21, 2000
        between the Company and Jerome J. Whalen. Exhibit is incorporated by
        reference to Exhibit 10.12 set forth in the Company's Annual Report in
        Form 10-KSB for the fiscal year ended December 31, 2000 as filed with
        the Securities and Exchange Commission on April 2, 2001.

10.13   Split Dollar Agreement with Salisbury Bank as Trustee dated November 21,
        2000. Exhibit is incorporated by reference to Exhibit 10.13 set forth in
        the Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.14   The Rabbi Trust Agreement with Salisbury Bank as Trustee dated November
        21, 2000. Exhibit is incorporated by reference to Exhibit 10.14 set
        forth in the Company's Annual Report in Form 10-KSB for the fiscal year
        ended December 31, 2000 as filed with the Securities and Exchange
        Commission on April 2, 2001.

10.15   The First National Bank of Litchfield Executive Incentive Retirement
        Agreement between Jerome J. Whalen and the Bank dated December 28, 2000.
        Exhibit is incorporated by reference to Exhibit 10.15 set forth in the
        Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.16   The First National Bank of Litchfield Executive Incentive Retirement
        Agreement between Carroll A. Pereira and the Bank dated November 30,
        2000. Exhibit is incorporated by reference to Exhibit 10.16 set forth in
        the Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.17   The First National Bank of Litchfield Executive Incentive Retirement
        Agreement between Philip G. Samponaro and the Bank dated December 19,
        2000. Exhibit is incorporated by reference to Exhibit 10.17 set forth in
        the Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.18   The First National Bank of Litchfield Executive Incentive Retirement
        Agreement between Revere H. Ferris and the Bank dated November 30, 2000.
        Exhibit is incorporated by reference to Exhibit 10.18 set forth in the
        Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.19   The First National Bank of Litchfield Executive Incentive Retirement
        Agreement between John S. Newton and the Bank dated December 21, 2000.
        Exhibit is incorporated by reference to Exhibit 10.19 set forth in the
        Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.20   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between Charles E. Orr and the Bank dated November 29, 2000.
        Exhibit is incorporated by reference to Exhibit 10.20 set forth in the
        Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.




                                       19
<PAGE>

10.21   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between Patricia D. Werner and the Bank dated November 30,
        2000. Exhibit is incorporated by reference to Exhibit 10.21 set forth in
        the Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.22   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between Clayton L. Blick and the Bank dated December 4, 2000.
        Exhibit is incorporated by reference to Exhibit 10.22 set forth in the
        Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.23   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between George M. Madsen and the Bank dated December 7, 2000.
        Exhibit is incorporated by reference to Exhibit 10.23 set forth in the
        Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.24   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between William J. Sweetman and the Bank dated December 20,
        2000. Exhibit is incorporated by reference to Exhibit 10.24 set forth in
        the Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.25   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between H. Ray Underwood and the Bank dated December 20, 2000.
        Exhibit is incorporated by reference to Exhibit 10.25 set forth in the
        Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.26   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between Bernice D. Fuessenich and the Bank dated December 21,
        2000. Exhibit is incorporated by reference to Exhibit 10.26 set forth in
        the Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.27   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between Thomas A. Kendall and the Bank dated December 26,
        2000. Exhibit is incorporated by reference to Exhibit 10.27 set forth in
        the Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.28   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between Ernest W. Clock and the Bank dated December 26, 2000.
        Exhibit is incorporated by reference to Exhibit 10.28 set forth in the
        Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.29   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between Perley H. Grimes and the Bank dated December 27, 2000.
        Exhibit is incorporated by reference to Exhibit 10.29 set forth in the
        Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.



                                       20

<PAGE>



10.30   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between John H. Field and the Bank dated December 4, 2000.
        Exhibit is incorporated by reference to Exhibit 10.30 set forth in the
        Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2000 as filed with the Securities and Exchange Commission
        on April 2, 2001.

10.31   Early Retirement Agreement between Jerome J. Whalen and The First
        National Bank of Litchfield dated April 2, 2002.

10.32   Executive Change in Control Agreement between Joseph J. Greco and the
        Company and the Bank. Exhibit is incorporated by reference to Exhibit
        10.32 set forth in the Company's 10-QSB for the quarter ended June 30,
        2002 as filed with the Securities and Exchange Commission on August 13,
        2002.

10.33   Executive Change in Control Agreement between Carroll A. Pereira and the
        Company and the Bank. Exhibit is incorporated by reference to Exhibit
        10.33 set forth in the Company's 10-QSB for the quarter ended June 30,
        2002 as filed with the Securities and Exchange Commission on August 13,
        2002.

10.34   Executive Change in Control Agreement between Philip G. Samponaro and
        the Company and the Bank. Exhibit is incorporated by reference to
        Exhibit 10.34 set forth in the Company's 10-QSB for the quarter ended
        June 30, 2002 as filed with the Securities and Exchange Commission on
        August 13, 2002.

10.35   Executive Change in Control Agreement between John S. Newton and the
        Company and the Bank. Exhibit is incorporated by reference to Exhibit
        10.35 set forth in the Company's 10-QSB for the quarter ended June 30,
        2002 as filed with the Securities and Exchange Commission on August 13,
        2002.

10.36   Executive Change in Control Agreement between Revere H. Ferris and the
        Company and the Bank. Exhibit is incorporated by reference to Exhibit
        10.36 set forth in the Company's 10-QSB for the quarter ended June 30,
        2002 as filed with the Securities and Exchange Commission on August 13,
        2002.

10.37   Form of Employee Change in Control Agreement. Exhibit is incorporated by
        reference to Exhibit 10.37 set forth in the Company's 10-QSB for the
        quarter ended June 30, 2002 as filed with the Securities and Exchange
        Commission on August 13, 2002.

10.38   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between Alan B. Magary and the Bank dated December 19, 2002.
        Exhibit is incorporated by reference to Exhibit 10.38 set forth in the
        Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2002 as filed with the Securities and Exchange Commission
        on March 31, 2003.

10.39   The First National Bank of Litchfield Director Incentive Retirement
        Agreement between Gregory S. Oneglia and the Bank dated December 19,
        2002. Exhibit is incorporated by reference to Exhibit 10.39 set forth in
        the Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2002 as filed with the Securities and Exchange Commission
        on March 31, 2003.



                                       21
<PAGE>

10.40   The First National Bank of Litchfield Executive Incentive Retirement
        Agreement between Joseph J. Greco and the Bank dated December 19, 2002.
        Exhibit is incorporated by reference to Exhibit 10.40 set forth in the
        Company's Annual Report in Form 10-KSB for the fiscal year ended
        December 31, 2002 as filed with the Securities and Exchange Commission
        on March 31, 2003.

21.     List of Subsidiaries of First Litchfield Financial Corporation. Exhibit
        is incorporated by reference to Exhibit 21 set forth in the Company's
        Registration Statement on Form 10-SB as filed with the Securities and
        Exchange Commission on January 7, 2000.

99.1    Certification of Chief Executive Officer of the Company, pursuant to 18
        U.S.C. ss.1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
        Act of 2002.

99.2    Certification of Treasurer (Principal Financial Officer) of the Company,
        pursuant to 18 U.S.C. ss.1350, as adopted pursuant to section 906 of the
        Sarbanes-Oxley Act of 2002.


B.      Reports on Form 8-K. The Company filed a Report on Form 8-K on February
        28, 2003 to report that on February 27, 2003, the Company's Board of
        Directors declared a cash dividend of $.10 per share to be paid on April
        25, 2003 to shareholders of record as of March 11, 2003.







                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                     FIRST LITCHFIELD FINANCIAL CORPORATION


                                       22
<PAGE>



Dated:   May 12, 2003                     By:     /s/ Joseph J. Greco
                                                  ------------------------------
                                                  Joseph J. Greco, President and
                                                  Chief Executive Officer


Dated:  May 12, 2003                        By:   /s/ Carroll A. Pereira
                                                  ------------------------------
                                                  Carroll A. Pereira, Treasurer
                                                 (Principal Financial Officer)








                                       23

<PAGE>


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002


I, Joseph J. Greco, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of First Litchfield
Financial Corporation;

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures 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 quarterly report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and


                                       24
<PAGE>



6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.




Date: May 12, 2003
     ------------------------------
Joseph J. Greco
-----------------------------------
By:
         Chief Executive Officer











                                       25


<PAGE>


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002


I, Carroll A. Pereira, certify that:

2. I have reviewed this quarterly report on Form 10-QSB of First Litchfield
Financial Corporation;

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures 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 quarterly report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and



                                       26
<PAGE>



6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.




Date: Carroll A. Pereiva
      -------------------------

May 12, 2003
------------------------------
By:
     Treasurer (Principal Financial Officer)






                                       27