EXHIBIT 31.2
             CERTIFICATION OF CHIEF FINANCIAL OFFICER OF THE COMPANY

I, Carroll A. Pereira, certify that:

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

      2.  Based on my  knowledge,  this  report  does  not  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information included in this report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

      4.  The  small  business  issuer's  other  certifying  officer  and  I are
responsible for establishing and maintaining  disclosure controls and procedures
(as  defined  in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the small
business issuer and have:

            a) Designed such disclosure controls and procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

            b)  Evaluated  the  effectiveness  of the  small  business  issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

            c)  Disclosed  in this  report  any  change  in the  small  business
            issuer's  internal  control over  financial  reporting that occurred
            during the small  business  issuer's most recent fiscal quarter that
            has  materially  affected,  or is  reasonably  likely to  materially
            affect,  the small business issuer's internal control over financial
            reporting; and

      5.  The  small  business  issuer's  other  certifying  officer  and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

            (a) All significant deficiencies and material weakness in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

            (b) Any fraud, whether or not material,  that involves management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date: November 12, 2004

                                                   /s/ Carroll A. Pereira
                                                   --------------------
                                                   Carroll A. Pereira
                                                   Principal Financial Officer


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