As filed with the Securities and Exchange Commission on July __, 2007

                                                           Registration No. 333-
================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                     First Litchfield Financial Corporation
             (Exact name of registrant as specified in its charter)

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

                             ----------------------

                                 13 North Street
                          Litchfield, Connecticut 06759
               (Address of Principal Executive Offices) (Zip Code)

                             ----------------------

        First Litchfield Financial Corporation 2007 Restricted Stock Plan
                            (Full title of the plan)

                             ----------------------

                                 Joseph J. Greco
                       President & Chief Executive Officer
                     First Litchfield Financial Corporation
                                 13 North Street
                          Litchfield, Connecticut 06759
                     (Name and address of agent for service)

                             ----------------------

                                 (860) 567-8752
          (Telephone number, including area code, of agent for service)

                             ----------------------

                                    Copy to:

                              J. J. Cranmore, Esq.
                          Cranmore, FitzGerald & Meaney
                             49 Wethersfield Avenue
                           Hartford, Connecticut 06114
                                 (860) 522-9100

                         CALCULATION OF REGISTRATION FEE
<table>
<caption>
=====================================================================================================
                                                 Proposed          Proposed
                                   Amount        Maximum            Maximum
     Title of Securities            to be     Offering Price       Aggregate           Amount of
       to be Registered          Registered      per Unit      Offering Price(1)   Registration Fee
-----------------------------------------------------------------------------------------------------
<s>                                <c>            <c>              <c>                  <c>
Common Stock, par value $0.01      25,000         $17.10           $427,500             $13.13
=====================================================================================================
</table>

(1)   Pursuant to Rule 457(h)  under the  Securities  Act of 1933,  based on the
      average of the bid and ask prices reported on July 25, 2007.

--------------------------------------------------------------------------------
================================================================================

<page>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the  information  specified in this Part I of
Form S-8 will be sent or given by First  Litchfield  Financial  Corporation (the
"Corporation") to participants in the  Corporation's  2007 Restricted Stock Plan
(the "Plan"), as required by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities  Act"), and are not filed as part of this  registration
statement  pursuant  to the Note to Part I of Form  S-8.  The  Corporation  will
provide to participants a written  statement  advising them of the  availability
without  charge,  upon  written  or  oral  request,  of such  documents  and the
documents  incorporated  by  reference  herein  by  Item 3 of  Part  II of  this
registration statement, as is required by Item 2 of Part I of Form S-8.



                                      I-1

<page>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents are hereby  incorporated  by reference in this
registration statement:

         (a)      The  Corporation's  Annual  Report  on Form  10-K for the year
                  ended December 31, 2006;

         (b)      The  Corporation's  Quarterly  Report  on  Form  10-Q  for the
                  quarter ended March 31, 2007;

         (c)      The  Corporation's  Current  Reports  on  Form  8-K  filed  on
                  February 26, 2007, March 19, 2007, May 10, 2007, May 17, 2007,
                  June 1, 2007, and June 4, 2007.

         (d)      All other reports filed by the Corporation pursuant to Section
                  13(a)  or  15(d)  of  the  Securities  Exchange  Act  of  1934
                  ("Exchange Act") since December 31, 2006; and

         (e)      The description of the Corporation's common stock contained in
                  its Form 10-SB,  filed  January 7, 2000,  and any amendment or
                  report filed for the purpose of updating such description.

         All  documents  subsequently  filed  by  the  Corporation  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  registration  statement
and to be part thereof from the date of filing of such documents.  Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
in this registration  statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.  DESCRIPTION OF SECURITIES.

         This Item is not applicable.

                                      II-2
<page>

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         This Item is not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware  General  Corporation  Law authorizes  the  Corporation to
indemnify  Officers,  Directors  and  certain  individuals  associated  with the
Corporation.

         In general,  Article IX of the  Corporation's  Bylaws provides that the
Corporation  shall indemnify any person who was or is a party to any threatened,
pending or completed action, suit or proceeding, and any appeal therein, whether
civil,  criminal,  administrative,  arbitrative or investigative  (other than an
action by or in the right of the  Corporation)  by reason of the fact that he or
she  is  or  was  a  director,  officer,  trustee,  employee  or  agent  of  the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director,   officer,   trustee,   employee  or  agent  of  another  corporation,
association,  partnership,  joint venture,  trust or other  enterprise,  against
expenses (including attorneys' fees),  judgments,  fines,  penalties and amounts
paid in settlement  actually and reasonably incurred by him or her in connection
with such action, suit or proceeding, and any appeal therein, if he or she acted
in good  faith and in a manner  he or she  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was unlawful.

         The termination of any action,  suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a  manner  which  he or she  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal  action or proceeding,  that he or she had reasonable  cause to believe
that his or her conduct was unlawful.

         Article  IX  of  the  Corporation's   Bylaws  also  provides  that  the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, trustee, employee or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director,   officer,   trustee,   employee  or  agent  of  another  corporation,
association,  partnership,  joint venture,  trust or other  enterprise,  against
amounts paid in settlement and expenses (including attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit,  if he or she acted in good faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
Corporation;  provided,  however,  that no indemnification shall be made against
expenses in respect of any claim,  issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the  performance
of his or her duty to the  Corporation  or against  amounts  paid in  settlement
unless and only to the extent  that  there is a  determination  (as set forth in
Article IX) that despite the adjudication of liability,  or the settlement,  but
in

                                      II-3
<page>

view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses or amounts paid in settlement.

         Article IX of the  Corporation's  Bylaws further provides that expenses
incurred in connection with a threatened or pending  action,  suit or proceeding
may be paid by the  Corporation  in  advance  of the final  disposition  of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director,  officer,  trustee, employee or agent to repay such amount if it shall
be  determined  that  he or  she  is  not  entitled  to be  indemnified  by  the
Corporation.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         This Item is not applicable.

Item 8.  EXHIBITS.

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

   4.1            Certificate of  Incorporation  of First  Litchfield  Financial
                  Corporation, as amended. (Incorporated by reference to Exhibit
                  3.1 in the Corporation's  Registration Statement on Form 10-SB
                  filed January 7, 2000 (File No. 0-28815)).

   4.2            By-Laws of First Litchfield Financial Corporation, as amended.
                  (Incorporated by reference to Exhibit 3.2 in the Corporation's
                  Registration  Statement  on Form 10-SB  filed  January 7, 2000
                  (File No. 0-28815)).

   5.1            Opinion of Cranmore, FitzGerald & Meaney as to the legality of
                  the securities being registered.

   23.1           Consent of Cranmore,  FitzGerald & Meaney (included in Exhibit
                  5.1).

   23.2           Consent of McGladrey & Pullen, LLP.

   24.1           Powers of Attorney  (included  in the  signature  page of this
                  registration statement).

   99.1           First Litchfield  Financial  Corporation 2007 Restricted Stock
                  Plan.

Item 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                                      II-4
<page>

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section  13 or  Section  15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                      II-5
<page>


                                   SIGNATURES

         Pursuant to  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Litchfield, State of Connecticut, on July 26, 2007.

                                         First Litchfield Financial Corporation
                                         [REGISTRANT]

                                         By: /s/ Joseph J. Greco
                                             -------------------
                                         Joseph J. Greco
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         Know All Persons by These  Presents,  that each person whose  signature
appears below  constitutes  and appoints  Joseph J. Greco and Carroll A. Pereira
and each of them, his or her true and lawful  attorneys-in-fact and agents, with
full power of substitution and  resubstitution  for him or her and in his or her
name,  place and stead, in any and all capacities to sign any and all amendments
(including  post-effective  amendments) to this registration  statement,  and to
file  same,  with all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with full power and  authority  to do and perform each and every act
and thing requisite or necessary to be done in and about the premises,  as fully
to all  intents and  purposes  as he or she might or could do in person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

                                 --------------

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                           Title                      Date
        ---------                           -----                      ----

   /s/ Joseph J. Greco           President, Chief Executive        July 26, 2007
   -------------------           Officer and Director
     Joseph J. Greco

  /s/ Patrick J Boland           Director                          July 26, 2007
  --------------------
    Patrick J. Boland

  /s/ John A. Brighenti          Director                          July 26, 2007
  ---------------------
    John A. Brighenti


                                      II-6
<page>

/s/ Perley H. Grimes, Jr.        Director                          July 26, 2007
-------------------------
  Perley H. Grimes, Jr.

 /s/ Kathleen A. Kelley          Director                          July 26, 2007
 ----------------------
   Kathleen A. Kelley

  /s/ George M. Madsen           Director                          July 26, 2007
  --------------------
    George M. Madsen

   /s/ Alan B. Magary            Director                          July 26, 2007
   ------------------
     Alan B. Magary

 /s/ Gregory S. Oneglia          Director                          July 26, 2007
 ----------------------
   Gregory S. Oneglia

   /s/ Charles E. Orr            Director                          July 26, 2007
   ------------------
     Charles E. Orr

   /s/ Richard E. Pugh           Director                          July 26, 2007
   -------------------
     Richard E. Pugh

 /s/ William J. Sweetman         Director                          July 26, 2007
 -----------------------
   William J. Sweetman

  /s/ H. Ray Underwood           Director                          July 26, 2007
  --------------------
    H. Ray Underwood

 /s/ Patricia D. Werner          Director                          July 26, 2007
 ----------------------
   Patricia D. Werner

 /s/ Carroll A. Pereira          (Principal Financial and          July 26, 2007
 ----------------------          Accounting Officer)
   Carroll A. Pereira


                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "s8-85780_flfl.txt", "description": "FORM S-8", "secsgml_size_bytes": 19852}]
{"company-data": {"conformed-name": "FIRST LITCHFIELD FINANCIAL CORP", "cik": "0000840886", "assigned-sic": "6021", "irs-number": "061241321", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-144951", "film-number": "071009117"}, "business-address": {"street1": "13 NORTH ST", "street2": "P O BOX 578", "city": "LITCHFIELD", "state": "CT", "zip": "06759", "phone": "2035678752"}, "mail-address": {"street1": "13 NORTH STREET", "street2": "PO BOX 578", "city": "LITCHFIELD", "state": "CT", "zip": "06759"}}
As filed with the Securities and Exchange Commission on July __, 2007

                                                           Registration No. 333-
================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                     First Litchfield Financial Corporation
             (Exact name of registrant as specified in its charter)

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

                             ----------------------

                                 13 North Street
                          Litchfield, Connecticut 06759
               (Address of Principal Executive Offices) (Zip Code)

                             ----------------------

        First Litchfield Financial Corporation 2007 Restricted Stock Plan
                            (Full title of the plan)

                             ----------------------

                                 Joseph J. Greco
                       President & Chief Executive Officer
                     First Litchfield Financial Corporation
                                 13 North Street
                          Litchfield, Connecticut 06759
                     (Name and address of agent for service)

                             ----------------------

                                 (860) 567-8752
          (Telephone number, including area code, of agent for service)

                             ----------------------

                                    Copy to:

                              J. J. Cranmore, Esq.
                          Cranmore, FitzGerald & Meaney
                             49 Wethersfield Avenue
                           Hartford, Connecticut 06114
                                 (860) 522-9100

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                                 Proposed          Proposed
                                   Amount        Maximum            Maximum
     Title of Securities            to be     Offering Price       Aggregate           Amount of
       to be Registered          Registered      per Unit      Offering Price(1)   Registration Fee
-----------------------------------------------------------------------------------------------------
Common Stock, par value $0.01      25,000         $17.10           $427,500             $13.13
=====================================================================================================
(1)   Pursuant to Rule 457(h)  under the  Securities  Act of 1933,  based on the
      average of the bid and ask prices reported on July 25, 2007.

--------------------------------------------------------------------------------
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the  information  specified in this Part I of
Form S-8 will be sent or given by First  Litchfield  Financial  Corporation (the
"Corporation") to participants in the  Corporation's  2007 Restricted Stock Plan
(the "Plan"), as required by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities  Act"), and are not filed as part of this  registration
statement  pursuant  to the Note to Part I of Form  S-8.  The  Corporation  will
provide to participants a written  statement  advising them of the  availability
without  charge,  upon  written  or  oral  request,  of such  documents  and the
documents  incorporated  by  reference  herein  by  Item 3 of  Part  II of  this
registration statement, as is required by Item 2 of Part I of Form S-8.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents are hereby  incorporated  by reference in this
registration statement:

         (a)      The  Corporation's  Annual  Report  on Form  10-K for the year
                  ended December 31, 2006;

         (b)      The  Corporation's  Quarterly  Report  on  Form  10-Q  for the
                  quarter ended March 31, 2007;

         (c)      The  Corporation's  Current  Reports  on  Form  8-K  filed  on
                  February 26, 2007, March 19, 2007, May 10, 2007, May 17, 2007,
                  June 1, 2007, and June 4, 2007.

         (d)      All other reports filed by the Corporation pursuant to Section
                  13(a)  or  15(d)  of  the  Securities  Exchange  Act  of  1934
                  ("Exchange Act") since December 31, 2006; and

         (e)      The description of the Corporation's common stock contained in
                  its Form 10-SB,  filed  January 7, 2000,  and any amendment or
                  report filed for the purpose of updating such description.

         All  documents  subsequently  filed  by  the  Corporation  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which  deregisters all such securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  registration  statement
and to be part thereof from the date of filing of such documents.  Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
in this registration  statement shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this registration statement.

Item 4.  DESCRIPTION OF SECURITIES.

         This Item is not applicable.

                                      II-2
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         This Item is not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Delaware  General  Corporation  Law authorizes  the  Corporation to
indemnify  Officers,  Directors  and  certain  individuals  associated  with the
Corporation.

         In general,  Article IX of the  Corporation's  Bylaws provides that the
Corporation  shall indemnify any person who was or is a party to any threatened,
pending or completed action, suit or proceeding, and any appeal therein, whether
civil,  criminal,  administrative,  arbitrative or investigative  (other than an
action by or in the right of the  Corporation)  by reason of the fact that he or
she  is  or  was  a  director,  officer,  trustee,  employee  or  agent  of  the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director,   officer,   trustee,   employee  or  agent  of  another  corporation,
association,  partnership,  joint venture,  trust or other  enterprise,  against
expenses (including attorneys' fees),  judgments,  fines,  penalties and amounts
paid in settlement  actually and reasonably incurred by him or her in connection
with such action, suit or proceeding, and any appeal therein, if he or she acted
in good  faith and in a manner  he or she  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was unlawful.

         The termination of any action,  suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a  manner  which  he or she  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal  action or proceeding,  that he or she had reasonable  cause to believe
that his or her conduct was unlawful.

         Article  IX  of  the  Corporation's   Bylaws  also  provides  that  the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, trustee, employee or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director,   officer,   trustee,   employee  or  agent  of  another  corporation,
association,  partnership,  joint venture,  trust or other  enterprise,  against
amounts paid in settlement and expenses (including attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit,  if he or she acted in good faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
Corporation;  provided,  however,  that no indemnification shall be made against
expenses in respect of any claim,  issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the  performance
of his or her duty to the  Corporation  or against  amounts  paid in  settlement
unless and only to the extent  that  there is a  determination  (as set forth in
Article IX) that despite the adjudication of liability,  or the settlement,  but
in

                                      II-3
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses or amounts paid in settlement.

         Article IX of the  Corporation's  Bylaws further provides that expenses
incurred in connection with a threatened or pending  action,  suit or proceeding
may be paid by the  Corporation  in  advance  of the final  disposition  of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director,  officer,  trustee, employee or agent to repay such amount if it shall
be  determined  that  he or  she  is  not  entitled  to be  indemnified  by  the
Corporation.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         This Item is not applicable.

Item 8.  EXHIBITS.

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

   4.1            Certificate of  Incorporation  of First  Litchfield  Financial
                  Corporation, as amended. (Incorporated by reference to Exhibit
                  3.1 in the Corporation's  Registration Statement on Form 10-SB
                  filed January 7, 2000 (File No. 0-28815)).

   4.2            By-Laws of First Litchfield Financial Corporation, as amended.
                  (Incorporated by reference to Exhibit 3.2 in the Corporation's
                  Registration  Statement  on Form 10-SB  filed  January 7, 2000
                  (File No. 0-28815)).

   5.1            Opinion of Cranmore, FitzGerald & Meaney as to the legality of
                  the securities being registered.

   23.1           Consent of Cranmore,  FitzGerald & Meaney (included in Exhibit
                  5.1).

   23.2           Consent of McGladrey & Pullen, LLP.

   24.1           Powers of Attorney  (included  in the  signature  page of this
                  registration statement).

   99.1           First Litchfield  Financial  Corporation 2007 Restricted Stock
                  Plan.

Item 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                                      II-4
(2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section  13 or  Section  15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                      II-5
SIGNATURES

         Pursuant to  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Litchfield, State of Connecticut, on July 26, 2007.

                                         First Litchfield Financial Corporation
                                         [REGISTRANT]

                                         By: /s/ Joseph J. Greco
                                             -------------------
                                         Joseph J. Greco
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         Know All Persons by These  Presents,  that each person whose  signature
appears below  constitutes  and appoints  Joseph J. Greco and Carroll A. Pereira
and each of them, his or her true and lawful  attorneys-in-fact and agents, with
full power of substitution and  resubstitution  for him or her and in his or her
name,  place and stead, in any and all capacities to sign any and all amendments
(including  post-effective  amendments) to this registration  statement,  and to
file  same,  with all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with full power and  authority  to do and perform each and every act
and thing requisite or necessary to be done in and about the premises,  as fully
to all  intents and  purposes  as he or she might or could do in person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

                                 --------------

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                           Title                      Date
        ---------                           -----                      ----

   /s/ Joseph J. Greco           President, Chief Executive        July 26, 2007
   -------------------           Officer and Director
     Joseph J. Greco

  /s/ Patrick J Boland           Director                          July 26, 2007
  --------------------
    Patrick J. Boland

  /s/ John A. Brighenti          Director                          July 26, 2007
  ---------------------
    John A. Brighenti

                                      II-6
/s/ Perley H. Grimes, Jr.        Director                          July 26, 2007
-------------------------
  Perley H. Grimes, Jr.

 /s/ Kathleen A. Kelley          Director                          July 26, 2007
 ----------------------
   Kathleen A. Kelley

  /s/ George M. Madsen           Director                          July 26, 2007
  --------------------
    George M. Madsen

   /s/ Alan B. Magary            Director                          July 26, 2007
   ------------------
     Alan B. Magary

 /s/ Gregory S. Oneglia          Director                          July 26, 2007
 ----------------------
   Gregory S. Oneglia

   /s/ Charles E. Orr            Director                          July 26, 2007
   ------------------
     Charles E. Orr

   /s/ Richard E. Pugh           Director                          July 26, 2007
   -------------------
     Richard E. Pugh

 /s/ William J. Sweetman         Director                          July 26, 2007
 -----------------------
   William J. Sweetman

  /s/ H. Ray Underwood           Director                          July 26, 2007
  --------------------
    H. Ray Underwood

 /s/ Patricia D. Werner          Director                          July 26, 2007
 ----------------------
   Patricia D. Werner

 /s/ Carroll A. Pereira          (Principal Financial and          July 26, 2007
 ----------------------          Accounting Officer)
   Carroll A. Pereira

                                      II-7