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)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f)  and  15d-15(f))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)    Designed such internal  control over financial  reporting,  or
            caused such internal control over financial reporting to be designed
            under our supervision,  to provide  reasonable  assurance  regarding
            reliability of financial  reporting and the preparation of financial
            statements  for  external  purposes  in  accordance  with  generally
            accepted accounting principles;

            c)    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

            d)    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 14, 2008

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

                                       31