EXHIBIT 31.2

             CERTIFICATION OF CHIEF FINANCIAL OFFICER OF THE COMPANY

I, Carroll A. Pereira, certify that:

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

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

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

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

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

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

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

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

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

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

Date: May 13, 2005


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


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