As filed with the Securities and Exchange Commission on May 3, 2000

                            Registration No.333-____

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8
                                       and
                                    FORM S-3

                             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 of Incorporation)                      (IRS Employer Identification No.)


                 13 NORTH STREET, LITCHFIELD, CONNECTICUT 06759
                                 (860) 567-8752
          (Address and telephone number of principal executive offices)

 1990 Stock Option Plan for the Company's President and Chief Executive
                              Officer, as amended
--------------------------------------------------------------------------------
            1994 Stock Option Plan for Officers and Outside Directors
            ---------------------------------------------------------
                            (Full Title of the Plans)

                           Jerome J. Whalen, President
                     First Litchfield Financial Corporation
                                 13 North Street
                          Litchfield, Connecticut 06759
                                 (860) 567-8752
           (Name, address and telephone number for agent for service)

                                    Copy to:
                              J. J. Cranmore, Esq.
                           Patricia D. Anderson, Esq.
                          Cranmore, FitzGerald & Meaney
                             49 Wethersfield Avenue
                           Hartford, Connecticut 06114
                                 (860) 522-9100
Approximate  date of commencement of proposed sale to the public:  Upon exercise
of the options granted under the Plans and from time to time after the effective
date of this Registration Statement.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933,  other than the  securities  offered only in  connection  with dividend or
interest reinvestment plans, check the following box. / x /
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------

         CALCULATION OF REGISTRATION FEE
--------------------------- ------------------- ---------------------- ---------------------- ----------------------

Title of Each Class of                          Proposed Maximum       Proposed Maximum
Securities                  Amount to be        Offering Price         Aggregate              Amount of
to be Registered            Registered*         Per Unit **            Offering Price **      Registration Fee
--------------------------- ------------------- ---------------------- ---------------------- ----------------------
<S>            <C>              <C>                 <C>                    <C>                    <C>
         Common Stock
        Par Value $ .01         145,305            $16.00                 $2,324,880             $613.77
--------------------------- ------------------- ---------------------- ---------------------- ----------------------
</TABLE>

* The aggregate amount of securities  registered  hereunder is 145,305 shares of
common  stock:  43,287  shares have  previously  been  issued by the  Registrant
pursuant to two of the Company's stock option plans (the "1990 Stock Option Plan
for the Company's  President and Chief  Executive  Officer,  as amended" and the
"1994 Stock Option Plan for Officers and Outside  Directors") and 102,018 shares
which may be issued by the Registrant  pursuant to the  Registrant's  1994 Stock
Option Plan for Officers and Outside Directors. Pursuant to Rule 416 promulgated
under the Securities Act of 1933, as amended, this Registration Statement covers
such  additional  shares  of common  stock to be  offered  or issued to  prevent
dilution  as a result  of  future  stock  splits,  stock  dividends  or  similar
transactions.


<PAGE>

**        The fee with respect to 145,305  shares has been  calculated  pursuant
              to paragraphs (h) and (c) of Rule 457 upon the basis of $16.00 per
              share,  the  average  of the bid and asked  price per share of the
              Registrant's  common  stock on April 28,  2000, a date within five
              (5) business days prior to the date of filing of this Registration
              Statement,  as  reported by the Over The  Counter  Bulletin  Board
              ("OTC Bulletin  Board") of the National  Association of Securities
              Dealers, Inc. ("NASD").

                                EXPLANATORY NOTE
         The Registration  Statement contains two parts. The first part contains
a prospectus  pursuant to Form S-3 (in accordance  with Section C of the General
Instructions  to Form S-8) which covers  reoffers and resales by affiliates  and
non-affiliates of First Litchfield  Financial  Corporation (the "Registrant") of
shares of common stock of the Registrant  which have been  previously  issued or
will be issued by the Registrant  pursuant to the 1990 Stock Option Plan for the
Company's  President and Chief Executive Officer,  as amended and the 1994 Stock
Option  Plan for  Officers  and  Outside  Directors.  The second  part  contains
Information  Required in the Registration  Statement pursuant to Part II of Form
S-8 and certain items from  Information Not Required in the prospectus  pursuant
to Part II of Form S-3. Pursuant to the introductory Note to Part I of Form S-8,
the Plan Information specified by Part I is not being filed with the Commission.



<PAGE>


                                   PROSPECTUS
                                 145,305 SHARES

                     FIRST LITCHFIELD FINANCIAL CORPORATION
                                 13 NORTH STREET
                          LITCHFIELD, CONNECTICUT 06759

                                  COMMON STOCK

         17 of our  shareholders  may offer for sale up to 145,305 shares of our
common  stock.  The selling  shareholders  are  officers,  directors,  or former
officers or directors or their  successors  or assigns who have acquired or will
acquire  these shares of the  Company's  common stock  pursuant to the Company's
1994 Stock  Option Plan for  Officers  and Outside  Directors  or the 1990 Stock
Option Plan for the Company's President and Chief Executive Officer, as amended.
The selling  shareholders  may offer and sell their  shares from time to time in
different types of transactions, including brokerage and negotiated transactions
or otherwise, including transactions at prevailing market prices or at privately
negotiated  prices. We will not receive any of the proceeds from the sale of the
shares by the selling  shareholders,  and we will pay all expenses in connection
with  registering  these  shares.  The  selling   shareholders,   however,   are
responsible for their brokerage commissions and similar expenses.

         Our  common  stock is traded in the  Over-the-Counter  or OTC  Bulletin
board  operated by the National  Association  of Securities  Dealers,  under the
symbol  "FLFC." The bid and asked  prices of our common  stock on April 28, 2000
was $15.25 and $16.75 per share, respectively.

         PLEASE READ THE RISK FACTORS  BEGINNING ON PAGE 2 BEFORE PURCHASING THE
COMMON STOCK.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION  HAS  APPROVED OR  DISAPPROVED  THESE  SECURITIES  OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

         THESE  SECURITIES  ARE NOT  DEPOSITS OR ACCOUNTS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE  CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.

         The date of this prospectus is May 3, 2000.



<PAGE>

                                TABLE OF CONTENTS



Risk Factors..............................................................2
Cautionary Note Regarding Forward Looking Statements......................3
About First Litchfield Financial Corporation..............................4
Use of Proceeds...........................................................4
Selling Shareholders and Shares that may be Offered.......................5
Plan of Distribution......................................................9
Where You Can Find More Information......................................10
Incorporation of Certain Documents by Reference..........................11
Legal Matters............................................................12
Experts..................................................................12


<PAGE>

                                  RISK FACTORS

         An investment in our common stock involves certain risks. To understand
these risks and to evaluate an investment  in our common stock,  you should read
this entire prospectus, including the following risk factors.

OUR  RESULTS  OF  OPERATIONS  ARE  SENSITIVE  TO CHANGES  IN THE  INTEREST  RATE
ENVIRONMENT

         Our consolidated  results of operations depend to a large extent on the
level of our net  interest  income,  which is the  difference  between  interest
income from interest-earning assets, such as loans and investments, and interest
expense on  interest-bearing  liabilities,  such as deposits and borrowings.  If
interest-rate  fluctuations  cause our cost of funds to increase faster than the
yield on our  interest-bearing  assets,  our net  interest  income  is likely to
decrease.  We  measure  our  interest  rate risk  with  particular  emphasis  on
measuring  changes  in the  net  interest  income  in  different  interest  rate
environments.

         Changes in  interest  rates may also affect the volume of loans that we
originate,  as well as the value of our loans and other interest  earning assets
and our  ability to realize  gains on the sale of such  assets and  liabilities.
Prevailing  interest rates may also affect the extent to which borrowers  prepay
their loans.  Prepayments may adversely  affect the value of mortgage loans, net
interest income and loan servicing income.  Similarly,  prepayments on mortgaged
backed  securities  may adversely  affect the value of such  securities  and the
interest income generated by them.

         Increases in interest rates might cause  depositors to shift funds from
accounts that have a comparatively lower cost, such as regular savings accounts,
to accounts with a higher cost, such as certificates of deposit.  If the cost of
deposits  increases  at a rate greater  than yields on interest  earning  assets
increases,  the interest rate spread may be negatively affected.  Changes in the
asset and liability mix may also affect the interest rate spread.

         We face  competition for deposits and loans  throughout our market area
both from local  institutions  and from out of state  institutions  that  either
solicit deposits or maintain offices in our market area. We compete for deposits
primarily with savings  institutions,  commercial  banks,  credit unions,  money
market funds and other investment  alternatives.  We believe that our ability to
compete  effectively  depends  largely on our ability to compete  with regard to
interest rates,  personalized services,  quality and range of financial services
provided,  convenience of office locations, automated services and office hours.
We compete for loans  primarily  with  savings  institutions,  mortgage  banking
firms,  mortgage brokers,  commercial banks and insurance companies.  We believe
that our ability to compete effectively for loans depends largely on our ability
to compete with regard to interest rates,  loan  origination  fees,  quality and
range of  lending  services  provided  and our  ability  to  offer  personalized
service.

                                       2

<PAGE>

OUR ABILITY TO PAY DIVIDENDS IS LARGELY  DEPENDENT UPON OUR RECEIPT OF DIVIDENDS
FROM THE FIRST NATIONAL BANK OF LITCHFIELD

         Cash  dividends  from The First  National  Bank of  Litchfield  are our
principal  source of funds for paying cash  dividends  on the common  stock.  At
December 31, 1999, the Bank had  approximately  $3,260,000 of undistributed  net
income theoretically available for distribution to the Company as dividends. The
ability of the Bank to  declare  and pay such  dividends  is subject to safe and
sound banking practices and applicable law.

FUTURE LEGISLATION AND REGULATORY DEVELOPMENTS COULD EFFECT OUR OPERATIONS

         Future  legislation  or regulatory  developments  could have an adverse
effect on the Bank. We are registered  with the Federal  Reserve Board as a bank
holding  company.  The Bank is also subject to  regulation  by the Office of the
Comptroller of the Currency as its primary federal  supervisory  agency, as well
as by the  Federal  Deposit  Insurance  Corporation,  or FDIC,  with  respect to
certain matters. The Office of the Comptroller of the Currency and the FDIC have
adopted numerous  regulations and undertaken other regulatory  initiatives,  and
further regulations and initiatives may be adopted.

POSSIBLE FUTURE SALES OF SHARES BY THE SELLING SHAREHOLDERS

         The selling shareholders could sell any or all of the common stock they
own  upon  the  effectiveness  of  the  registration  statement  of  which  this
prospectus  forms a part. The selling  shareholders may determine to sell shares
of common stock from time to time for any reason.  We cannot predict the effect,
if any, that sales of shares of common stock owned by selling shareholders would
have on the market price prevailing from time to time.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

         We  have  made  forward-looking  statements  in this  document,  and in
documents  that we  incorporate  by  reference.  These kinds of  statements  are
subject  to risks and  uncertainties.  Forward-looking  statements  include  the
information  concerning  possible or assumed future  results of our  operations.
When we use words like believes, expects, anticipates or similar expressions, we
are making forward-looking statements.

         You  should  note  that  many  factors,  some of  which  are  discussed
elsewhere  in  this  document  and in  the  documents  that  we  incorporate  by
reference,  could  affect our future  financial  results  and could  cause those
results  to  differ  materially  from  those  expressed  in our  forward-looking
statements. These factors include the following:

         o   the effect of economic conditions;
         o   deposit attrition;

                                       3
<PAGE>

         o   adverse changes in interest rates;
         o   change in any  applicable  law,  rule,  regulation or practice with
             respect to tax or  accounting  issues or  otherwise; and
         o   adverse changes or conditions in capital or financial markets.

     The forward-looking  statements are made as of the date of this prospectus,
     and we assume no obligation to update the forward-looking  statements or to
     update the reasons why actual results could differ from those  projected in
     the forward-looking statements.

                  ABOUT FIRST LITCHFIELD FINANCIAL CORPORATION

     We are a Delaware  corporation  and the bank holding  company for The First
     National Bank of Litchfield, our national bank subsidiary.  Both we and The
     First  National  Bank  of  Litchfield  are   headquartered  in  Litchfield,
     Connecticut. The First National Bank of Litchfield maintains a home page on
     the Internet at http://www.fnbl.com. Deposits at The First National Bank of
     Litchfield  are  insured by the FDIC.  Through The First  National  Bank of
     Litchfield, we currently serve customers from 6 banking offices and a Trust
     Department in Litchfield County, Connecticut.

     We engage in a wide range of commercial  and personal  banking  activities,
     including  accepting  demand deposits,  (including Money Market  Accounts),
     accepting savings and time deposit  accounts,  making secured and unsecured
     loans to corporations,  individuals, and others, issuing letters of credit,
     originating  mortgage  loans,  and providing  personal and corporate  trust
     services.

     At December 31, 1999,  we had total  consolidated  assets of  $255,973,790,
     total deposits of $197,232,782 and shareholders' equity of $14,926,209.

     Our principal  executive office is located at 13 North Street,  Litchfield,
     Connecticut 06759, and our telephone number is (860) 567-8752.

                                 USE OF PROCEEDS

     The  145,305  shares of common  stock  are  being  offered  and sold by the
     selling shareholders and not by us. Accordingly, we will not receive any of
     the proceeds from the sale of the common stock by the selling shareholders.

                                       4

<PAGE>

               SELLING SHAREHOLDERS AND SHARES THAT MAY BE OFFERED

     The following table sets forth the name of the selling  shareholder,  their
     position with the Company, or the Bank if applicable,  the amount of common
     stock beneficially  owned by the selling  shareholder as of April 21, 2000,
     and the maximum  amount of common  stock that may be offered by the selling
     shareholder  pursuant to this  prospectus.  The data in the column  "Common
     Stock  Beneficially  Owned  Following  the  Offering  and Percent of Class"
     assumes the sale of all shares of common stock by the selling  shareholders
     pursuant to this  prospectus and (if one percent or more) the percentage of
     common stock  beneficially owned by the selling  shareholder  following the
     offering.  The number of shares offered hereby has been adjusted to reflect
     stock splits and stock dividends.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                Common Stock
                                                                                                             Beneficially Owned
                                          Common Stock                               Number of Shares           following the
                Name and                  Beneficially                              Offered for Resale     Offering and Percent of
                Position                    Owned on             Common Stock        pursuant to this       Class (if greater than
                                       April 21, 2000 (1)      Under Option (3)       Prospectus                     1.0%)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                      <C>                   <C>                       <C>
            Clayton L. Blick
        Director of the Company             11,545 (2)               4,232                 4,232 (4)                 7,313 (5)
             and the Bank

            Ernest W. Clock
        Director of the Company             22,822  (2)              4,232                 4,232 (4)                18,590 (5)
             and the Bank                                                                                                (1.1%)

           Revere H. Ferris                 31,345  (2)(6)           7,354                 10,121 (23) (4)          12,877 (7)
        Senior Vice President
       and Senior Loan Officer
             of the Bank

            John H. Field                    7,010 (2)               4,232                 4,232 (4)                 2,778 (5)
           Director of the
         Company and the Bank

        Bernice D. Fuessenich                9,060 (2)               4,232                 4,232 (4)                 4,828 (5)
           Director of  the
         Company and the Bank

        Perley H. Grimes, Jr.               16,765 (2)               4,232                 4,232 (4)                12,533 (5)
          Director of  the
       Company and  the Bank


          George M. Madsen                  13,782 (2)               4,232                 4,232 (4)                 9,550 (5)
          Director of  the
        Company and  the Bank

          Charles E. Orr                    12,053 (2)               4,232                 4,232 (4)                 7,821 (5)
         Director of the
       Company and  the Bank

</TABLE>
                                        5
<PAGE>
<TABLE>
<CAPTION>
                                                                                                               Common Stock
                                                                                                             Beneficially Owned
                                          Common Stock                               Number of Shares           following the
                Name and                  Beneficially                              Offered for Resale     Offering and Percent of
                Position                    Owned on             Common Stock        pursuant to this       Class (if greater than
                                       April 21, 2000 (1)      Under Option (3)       Prospectus                     1.0%)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                      <C>                   <C>                       <C>
             William J. Sweetman            90,867 (2)               4,232                16,680 (8)                 74,187 (9)
               Director of the                                                                                            (4.5%)
            Company and the Bank

             Thomas A. Kendall                 552                       0                   500 (10)                    52 (11)
              Director of  the
            Company and the Bank

             Patricia D. Werner              3,298 (2)               2,948                 2,948 (4)                    350 (5)
               Director of the
            Company and the Bank

             Jerome J. Whalen               42,602 (2)              26,581                42,129 (12)                   473 (13)
         President, Chief Executive
               Officer and
          Director of the Company
               and the Bank

            Carroll A. Pereira              14,233 (2)              14,042                14,042 (9)                    191 (5)
         Treasurer of the Company
         and Senior Vice President
            and Chief Financial
           Officer of  the Bank

             Philip G. Samponaro            18,919 (2)              17,237                17,237 (4)                  1,682 (5)
          Secretary of the Company
        and Senior  Vice President,
       Chief Administrative Officer,
         Cashier and Secretary of
                 the Bank

          Jean D.Ferris Trust (14)           8,147                       0                 6,100 (17)                 2,047 (19)


          Gail E. Ferris Trust (15)          3,915                       0                 2,247 (18)                 1,668 (20)


            Miles C. Borzilleri (16)         3,739                       0                 3,677 (21)                    62 (22)
</TABLE>
-------------------------
         1.  The  definition  of  beneficial  owner  includes  any  person  who,
             directly  or  indirectly,   through  any  contract,   agreement  or
             understanding, relationship or otherwise has or shares voting power
             or investment power with respect to such security.
         2.  Amount includes shares which the selling  shareholder has the right
             to acquire pursuant to stock options  currently  exercisable  under
             the 1994 Stock Option Plan for Officers and Outside Directors.  The
             number of options  has been  adjusted to reflect  stock  splits and
             stock dividends.
<PAGE>

         3.  Indicates  shares  which the selling  shareholder  has the right to
             acquire pursuant to stock options  currently  exercisable under the
             1994 Stock  Option Plan for  Officers  and Outside  Directors.  The
             number of options  has been  adjusted to reflect  stock  splits and
             stock dividends.

Footnotes continue on next page
                                       6
<PAGE>

         4.  Assumes  exercise of all options  pursuant to the 1994 Stock Option
             Plan for Officers and Outside Directors, the offering of all shares
             issued on such exercise, and sale of such shares.
         5.  Assumes  exercise of all options  pursuant to the 1994 Stock Option
             Plan for Officers and Outside Directors, the offering of all shares
             issued on such exercise, and sale of such shares.
         6.  Amount  includes 12,062 shares owned by the Gail E. Ferris and Jean
             D. Ferris Trusts.  Mr. Ferris serves as Trustee of such Trusts. See
             Footnotes 14 and 15.
         7.  Assumes  exercise of all options  pursuant to the 1994 Stock Option
             Plan for Officers and Outside Directors, the offering of all shares
             issued on such  exercise,  and sale of such  shares.  Additionally,
             this  amount  assumes  that all  shares  which  have been  acquired
             pursuant  to the 1994 Stock  Option Plan for  Officers  and Outside
             Directors  are sold by the selling  shareholder.  Assumes  that all
             shares which have been acquired  from the  Company's  President and
             Chief Executive  Officer  pursuant to his exercise of options under
             the Company's  1990 Stock Option Plan for the  Company's  President
             and Chief Executive  Officer,  as amended,  are sold by the selling
             shareholder.  Finally,  this amount assumes that all shares offered
             hereby by the Jean D. Ferris Trust and the Gail E. Ferris Trust are
             sold by the  selling  shareholders.  See  Footnotes  14, 15,  17-20
             below.
         8.  Includes  9,500 shares which the selling  shareholder  has acquired
             from the Company's  President and Chief Executive  Officer pursuant
             to his exercise of options  under the  Company's  1990 Stock Option
             Plan for the Company's  President and Chief Executive  Officer,  as
             amended.  Additionally,  amount  includes  2,948  shares  which the
             selling  shareholder  has  acquired  from a former  director of the
             Company  pursuant to the exercise of options in accordance with the
             1994 Stock Option Plan for Officers and Outside Directors. Finally,
             amount includes 4,232 shares which the selling  shareholder has the
             right to acquire  pursuant to stock options  currently  exercisable
             under  the  1994  Stock   Option  Plan  for  Officers  and  Outside
             Directors.
         9.  Assumes  exercise of all options  pursuant to the 1994 Stock Option
             Plan for Officers and Outside Directors, the offering of all shares
             issued on such exercise, and the sale of such shares. Additionally,
             this assumes that all shares which have been  acquired  pursuant to
             the Plans are sold by the selling shareholder.
         10. Indicates  shares which the selling  shareholder  has acquired from
             the Company's President and Chief Executive officer pursuant to his
             exercise of options under the Company's  1990 Stock Option Plan for
             the Company's President and Chief Executive Officer, as amended.
         11. This amount  assumes that all shares which have been  acquired from
             the Company's President and Chief Executive Officer pursuant to the
             exercise of options  pursuant to the  Company's  1990 Stock  Option
             Plan for the Company's  President and Chief Executive  Officer,  as
             amended, are sold by the selling shareholder.
         12. Includes  15,548 shares which the selling  shareholder has acquired
             pursuant  to the  exercise of options in  accordance  with the 1990
             Stock Option Plan for the Company's  President and Chief  Executive
             Officer,  as  amended.  Amount  includes  26,581  which the selling
             shareholder  has the right to  acquire  pursuant  to stock  options
             currently exercisable under the 1994 Stock Option Plan for Officers
             and Outside Directors.
         13. Assumes  exercise of all options  pursuant to the 1994 Stock Option
             Plan for Officers and Outside  Directors and offering of all shares
             issued on such exercise. Additionally, this amount assumes that all
             shares  which have been  acquired  pursuant to the  Company's  1990
             Stock Option Plan for the Company's  President and Chief  Executive
             Officer, as amended are sold by the selling shareholder.
<PAGE>

         14. Revere H. Ferris,  Senior Vice President and Senior Loan Officer of
             The First National Bank of Litchfield serves as Trustee of the Jean
             D. Ferris Trust.
         15. Revere H. Ferris,  Senior Vice President and Senior Loan Officer of
             The First National Bank of Litchfield serves as Trustee of the Gail
             E. Ferris Trust.
         16. Miles C.  Borzilleri  formerly  served as Senior Vice President and
             Senior Trust Officer of The First National Bank of Litchfield.
         17. Includes  4,000 shares which the selling  shareholder  has acquired

                                       7
<PAGE>

             from the Company's  President and Chief Executive  Officer pursuant
             to his exercise of options  under the  Company's  1990 Stock Option
             Plan for the Company's  President and Chief Executive  Officer,  as
             amended.  Additionally,  amount  includes  2,100  shares  which the
             selling  shareholder  has  acquired  from a former  officer  of the
             Company  pursuant to the exercise of options in accordance with the
             1994 Stock Option Plan for Officers and Outside Directors.

Footnotes continued on next page

                                      8
<PAGE>

         18. Includes  1,000 shares which the selling  shareholder  has acquired
             from the Company's  President and Chief Executive  Officer pursuant
             to his exercise of options  under the  Company's  1990 Stock Option
             Plan for the Company's  President and Chief Executive  Officer,  as
             amended.  Additionally,  amount  includes  1,247  shares  which the
             selling  shareholder  has  acquired  from a former  officer  of the
             Company  pursuant to the exercise of options in accordance with the
             1994 Stock Option Plan for Officers and Outside Directors.
         19. This amount  assumes that all shares which have been  acquired from
             the Company's President and Chief Executive Officer pursuant to his
             exercise of options  pursuant to the  Company's  1990 Stock  Option
             Plan for the Company's  President and Chief Executive  Officer,  as
             amended  and the 1994 Stock  Option Plan for  Officers  and Outside
             Directors are sold by the selling shareholder.
         20. This amount  assumes that all shares which have been  acquired from
             the Company's President and Chief Executive Officer pursuant to his
             exercise of options  pursuant to the  Company's  1990 Stock  Option
             Plan for the Company's  President and Chief Executive  Officer,  as
             amended  and the 1994 Stock  Option Plan for  Officers  and Outside
             Directors are sold by the selling shareholder.
         21. Indicates  shares  which  the  selling   shareholder  has  acquired
             pursuant  to the 1994 Stock  Option Plan for  Officers  and Outside
             Directors.
         22. The  amount  assumes  that all  shares  which  have  been  acquired
             pursuant  to the 1994 Stock  Option Plan for  Officers  and Outside
             Directors are sold by the selling shareholder.
         23. Includes  2,767 shares which the selling  shareholder  has acquired
             from a former  officer of the Company  pursuant to the  exercise of
             options in accordance  with the 1994 Stock Option Plan for Officers
             and  Outside  Directors.  Additionally,  this  amount  assumes  the
             exercise of all 7,354  options  pursuant  to the 1994 Stock  Option
             Plan for Officers and Outside Directors, the offering of all shares
             issued on such exercise, and sale of such shares.


                              PLAN OF DISTRIBUTION

         We are  registering  the shares covered by this prospectus on behalf of
the selling  shareholders.  All costs,  expenses and fees in connection with the
registration of these shares will be paid by us. Brokerage commissions,  if any,
attributable  to  the  sale  of  these  shares  will  be  paid  by  the  selling
shareholders  or their  donees or pledges.  Sale of these shares may be effected
from time to time in transactions  (which may include block transactions) on the
NASD's  OTC  Bulletin  Board in the  over-the-counter  market or  otherwise,  in
negotiated  transactions,  or a  combination  of such methods of sale,  at fixed
prices which may be changed, at market prices prevailing at the time of sale, or
at negotiated or other prices. The Company will supply the selling  shareholders
with reasonable quantities of prospectuses.  There can be no assurances that any
of the selling  shareholders  will exercise their options to purchase any shares
or that,  if  purchased,  the selling  shareholders  will sell any or all of the
shares offered by them pursuant to this prospectus.

         Under the 1990 Stock Option Plan for the Company's  President and Chief
Executive Officer,  as amended,  all options have been granted and exercised and
no further options are available for grant under that plan. Under the 1994 Stock
Option Plan for Officers and Outside  Directors,  a total of 102,018 options are
exercisable  at  exercise  prices per share  ranging  from  $6.43 to $17.62.  No
further options are available for grant under that plan.

         The selling  shareholders  may also sell these shares  pursuant to Rule
144  promulgated  under the  Securities  Act of 1933, as amended,  or may pledge
shares  as  collateral  for  margin  accounts  and such  shares  could be resold
pursuant  to the terms of such  accounts.  We are not  aware of any  agreements,
understandings  or  arrangements   between  the  selling   shareholders  or  any
underwriters  or  broker-dealers  regarding  the sale of their  securities.  The
selling  shareholders  may effect  such  transactions  by selling  common  stock
directly to purchasers or to or through  broker-dealers  which may act as agents
or principals.  These  broker-dealers  may receive  compensation  in the form of

                                       9
<PAGE>

discounts,  concessions or commissions from each selling  shareholder and/or the
purchasers  of the  shares for whom the  broker-dealers  may act as agents or to
whom they sell as  principal,  or both (which  compensation  as to a  particular
broker-dealer might be in excess of commissions).

         The selling  shareholders and any broker-dealers that act in connection
with the sale of the  shares  might be deemed to be  "underwriters"  within  the
meaning of Section 2(11) of the Securities  Act and any  commission  received by
them and any  profit on the resale of the  shares of common  stock as  principal
might  be  deemed  to  be  underwriting  discounts  and  commissions  under  the
Securities Act. The selling  shareholders  may or may not agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of the shares against certain liabilities,  including  liabilities arising under
the Securities  Act.  Liabilities  under the federal  securities  laws cannot be
waived.  Because the  selling  shareholders  may be deemed to be  "underwriters"
within  the  meaning  of  Section  2(11)  of the  Securities  Act,  the  selling
shareholders  will be  subject to  prospectus  delivery  requirements  under the
Securities Act. Furthermore, in the event of a "distribution" of the shares, the
selling   shareholder,   any  selling  broker  or  dealer  and  any  "affiliated
purchasers"  may be  subject  to  Regulation  M under  the  Exchange  Act.  Such
regulation would prohibit, with certain exceptions, any such person from bidding
for or purchasing  any security which is the subject of the  distribution  until
his, her or its  participation in that  distribution is completed.  In addition,
Regulation M prohibits  any  "stabilizing  purchase" for the purpose of pegging,
fixing  or  stabilizing  the  price of  common  stock in  connection  with  this
offering.
                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the  information  requirements  of the Securities and
Exchange Act of 1934, as amended.  Accordingly,  we are required to file annual,
quarterly and special reports,  proxy statements and other  information with the
Securities and Exchange Commission.

   You may read and copy any reports,  statements and other  information that we
file with the SEC at the SEC's Public Reference Room at:

                             450 Fifth Street, N.W.
                             Washington, D.C. 20549
                                 1-800-SEC-0330

         The SEC maintains an Internet site  (http://www.sec.gov)  that contains
reports,  proxy information  statements and other information about issuers that
file electronically with the SEC.


         We have filed a registration statement on Form S-8 and S-3 with the SEC
under the  Securities  Act that  relates to the 145,305  shares of common  stock
offered  pursuant  to  this  prospectus,  which  is  part  of  the  registration
statement. As permitted by the rules and regulations of the SEC, this prospectus
omits certain  information set forth in the registration  statement.  Statements
contained in this  prospectus as to the  provisions of any document  filed as an
exhibit to the  registration  statement or otherwise  filed with the SEC are not
necessarily  complete  and each such  statement  is qualified in its entirety by
reference to the copy of such document as so filed.  Copies of the  registration
statement and the exhibits thereto are on file at the offices of the SEC and may
be obtained upon payment of the prescribed fee or may be examined without charge
at the public  reference  facilities  or Internet  site of the SEC as  described
above.

                                       10
<PAGE>


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference"  information  into this
prospectus.  That means that we can  disclose  important  information  to you by
referring you to another document filed separately with the SEC. The information
that we incorporate by reference is considered a part of this prospectus, except
for any information superceded by information presented in this prospectus. This
prospectus  incorporates  important business and financial  information about us
and our subsidiary  that is not included in or delivered  with this  prospectus.
This  prospectus  incorporates  by reference the documents  listed below that we
have filed with the SEC:

   FILINGS                                  PERIOD OF REPORT OR DATE FILED
   -------                                  ------------------------------
Registration Statement on Form 10-SB               January 7, 2000
  Annual Report on Form 10-KSB                     March 6, 2000

         This prospectus  also  incorporates by reference the description of the
Company's  common stock  contained in its  registration  statement on Form 10-SB
dated  January 7, 2000,  and any  amendment  or report  filed for the purpose of
updating such  description.

         These  documents  are  available  without  charge to you if you call or
write to:

                               Carroll A. Pereira
              Treasurer of First Litchfield Financial Corporation,
                Senior Vice President and Chief Financial Officer
                    of The First National Bank of Litchfield
                                 13 North Street
                              Litchfield, CT 06759

         All reports  and other  documents filed by us with the SEC  pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the effective date of
the  registration  statement and prior to the termination of this offering shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such reports and documents.  Any statement  contained in a
document incorporated by reference herein shall be deemed modified or superseded
for  purposes of this  prospectus  to the extent that a statement  contained  or
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this prospectus.

         You should rely only on the  information  incorporated  by reference or
provided in this prospectus or any supplement.  We have not authorized anyone to
provide you with  information  that is  different,  and, if given or made,  such
information  must be not be relied upon as having been authorized by us. Neither
the delivery of this  prospectus at any time nor any sale made hereunder  shall,
under any  circumstances,  imply  that the  information  in this  prospectus  is

                                       11
<PAGE>


correct  as of any date  after  the date on the front of this  prospectus.  This
prospectus  shall not constitute an offer to sell or solicitation of an offer to
buy by any person in any jurisdiction in which it is unlawful for such person to
make such offer or solicitation.

                                  LEGAL MATTERS

         Cranmore,  FitzGerald & Meaney, Hartford,  Connecticut, has passed upon
the validity of the common stock offered pursuant to this prospectus.

                                     EXPERTS

         The consolidated  financial  statements at December 31, 1999, 1998, and
1997,  and for each of the years in the three year  period  ended  December  31,
1999,  have  been  incorporated  by  reference  in  this  prospectus  and in the
registration  statement in reliance upon the reports of McGladrey & Pullen, LLP,
independent certified public accountants, which are incorporated by reference in
this prospectus and in the  registration  statement and are included in reliance
upon such reports,  and upon the authority of said Firm as experts in accounting
and auditing.
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Securities and
Exchange  Commission (File No. 0-28815) pursuant to the Securities  Exchange Act
of 1934  ("Exchange  Act") are  incorporated in this  Registration  Statement by
reference:

         (i)   The  Company's  Registration  Statement  on Form  10-SB  filed on
               January 7, 2000.

         (ii)  The  Company's  Annual  Report on Form  10-KSB  filed on March 6,
               2000.

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

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

                                       12
<PAGE>

Item 4. DESCRIPTION OF SECURITIES
        Not applicable.

Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
        Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Company,  the Company has been  advised that in the opinion of the SEC 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 Company
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 Company  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 and will be  governed by the final
adjudication of such issue.

         Delaware law and the Company's  Certificate of Incorporation  authorize
the Company to indemnify Officers,  Directors and certain individuals associated
with the  Company.  In  general,  Article  IX of the  Company's  Certificate  of
Incorporation  authorizes  the  Company  toindemnify  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 Company) by reason
of the fact that he is or was a director, officer, trustee, employee or agent of
the  Company,  or is or was serving at the request of the Company as a director,
officer,   trustee,   employee  or  agent  of  another   company,   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 in  connection  with such
action,  suit or proceeding,  and any appeal therein,  if he acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding, had no reasonable cause to believe his 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 Company,  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.

                                       13
<PAGE>

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

         Prior to the  effectiveness of the initial filing of this  Registration
Statement,  shares of the  Company's  common stock were issued by the Company to
shareholders  (each of whom was an executive officer or director of the Company,
or the estate of such persons) in transactions  not involving a public offering,
and such offers and sales were  therefore  exempt  pursuant to the  provision of
Section 4(2) under the Act.

Item 8. EXHIBITS

Exhibits

         The following  Exhibits are filed  herewith or  incorporated  herein by
reference:

         3.1   Certificate  of  Incorporation  of  First  Litchfield   Financial
               Corporation  (incorporated  by  reference to Exhibit 3.1 of First
               Litchfield Financial Corporation's Registration Statement on Form
               10-SB  filed  with the  Securities  and  Exchange  Commission  on
               January 7, 2000, File No. 0-28815).

         3.2   Bylaws of First Litchfield  Financial  Corporation  (incorporated
               herein by reference to Exhibit 3.2 of First Litchfield  Financial
               Corporation's Registration Statement on Form 10-SB filed with the
               Securities and Exchange  Commission on January 7, 2000,  File No.
               0-28815).

         4.    Form of stock  certificate  of common  stock,  par value $.01 per
               share, of First Litchfield  Financial  Corporation  (incorporated
               herein by  reference to Exhibit 4 to First  Litchfield  Financial
               Corporation's Registration Statement on Form 10-SB filed with the
               Securities and Exchange  Commission on January 7, 2000,  File No.
               0-28815).

         5.    Opinion of Cranmore, FitzGerald & Meaney.

         10.1  1990  Stock  Option  Plan  for  Company's   President  and  Chief
               Executive  Officer,  as amended  (incorporated  by  reference  to
               Exhibit  10.1  of  First   Litchfield   Financial   Corporation's
               Registration  Statement  on Form 10-SB filed with the  Securities
               and Exchange Commission on January 7, 2000, File No. 0-28815).

         10.2  1994  Stock  Option  Plan  for  Officers  and  Outside  Directors
               (incorporated  by reference  to Exhibit 10.1 of First  Litchfield
               Financial  Corporation's  Registration  Statement  on Form  10-SB
               filed with the Securities  and Exchange  Commission on January 7,
               2000, File No. 0-28815).

         23.1  Consent of McGladrey & Pullen, LLP.

                                       14
<PAGE>

         23.2  Consent of Cranmore, FitzGerald & Meaney (included in Exhibit 5).

         24.   Power of Attorney (included on Signature Page).

Item 9. UNDERTAKINGS

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:

               (i)   To include any prospectus  required by Section  10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the  prospectus any facts or  events  arising
                     after the effective date of the registration  statement (or
                     the most recent  post-effective  amendment  thereof) which,
                     individually  or in the aggregate,  represent a fundamental
                     change in the  information  set  forth in the  registration
                     statement;

               (iii) 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;

         (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.

         (4)   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(a) of 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.

                                       15
<PAGE>


         (5)   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 Act 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  of  controlling  person  of  the
               registrant  in the  successful  defense  of any  action,  suit or
               proceeding) is asserted by such director,  officer of controlling
               person in connection with the securities  being  registered,  the
               registrant will submit to a court of appropriate jurisdiction the
               question of whether such  indemnification by it is against public
               policy as  expressed in the act and will be governed by the final
               adjudication of such issue.

                                       16
<PAGE>


                                   SIGNATURES

         Pursuant  to the  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 Form S-3 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 April 26,
2000.

                              FIRST LITCHFIELD FINANCIAL CORPORATION


                              By: /s/ Jerome J. Whalen
                                  -----------------------
                                  Jerome J. Whalen
                                  President and Chief Executive Officer

<PAGE>

                                POWER OF ATTORNEY

         We,  the  undersigned   directors  and  officers  of  First  Litchfield
Financial  Corporation,  do hereby  severally  constitute  and appoint Jerome J.
Whalen our true and lawful attorney and agent, to do any and all things and acts
in our  names in the  capacities  indicated  below  and to  execute  any and all
instruments  for us and in our names in  capacities  indicated  below which said
Jerome J. Whalen may deem  necessary or  advisable  to enable  First  Litchfield
Financial  Corporation  to comply with the  Securities  Act of 1933, as amended,
andany  rules,  regulations  and  requirements  of the  Securities  and Exchange
Commission,  in connection with the  Registration  Statement on Form S-8 and S-3
relating to the offering of the Company's common stock, including  specifically,
but not limited to, power and authority to sign for us or any of us in our names
in the capacities  indicated  below the  Registration  Statement and any and all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and  confirm  all that  said  Jerome J.  Whalen  shall 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 below by the  following  persons in the
capacities and on the date indicated.


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

/s/ Jerome J. Whalen                President,Chief Executive          4/26/2000
------------------------            Officer and Director
Jerome J. Whalen


/s/ Carroll A. Pereira
------------------------
Carroll A. Pereira                  Treasurer                          4/26/2000
                                   (Principal Accounting Officer)



<PAGE>
     Signature                             Title                          Date
     ---------                             -----                          ----

/s/ Clayton L. Blick                Director                           4/26/2000
-----------------------
Clayton L. Blick



/s/ Ernest W. Clock                 Director                           4/26/2000
-------------------------
Ernest W. Clock


/s/ John H. Field                   Director                           4/26/2000
-----------------------------
John H. Field


/s/ Bernice D.Fuessenich            Director                           4/26/2000
-------------------------------
Bernice D. Fuessenich



/s/ Perley H. Grimes, Jr.           Director                           4/26/2000
---------------------------
Perley H. Grimes, Jr.


/s/ Thomas A.  Kendall              Director                           4/26/2000
-----------------------------
Thomas A. Kendall


/s/  George M. Madsen               Director                           4/26/2000
----------------------------
George M. Madsen


/s/ Charles E. Orr                  Director                           4/26/2000
------------------------------
Charles E. Orr


/s/ William J. Sweetman             Director                           4/26/2000
-----------------------
William J. Sweetman


/s/ H. Ray Underwood                Director                           4/26/2000
----------------------
H. Ray Underwood


/s/ Patricia D. Werner              Director                           4/26/2000
-------------------------
Patricia D. Werner
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 60700}]
{"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": "333-36194", "film-number": "618323"}, "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 May 3, 2000

                            Registration No.333-____

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8
                                       and
                                    FORM S-3

                             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 of Incorporation)                      (IRS Employer Identification No.)

                 13 NORTH STREET, LITCHFIELD, CONNECTICUT 06759
                                 (860) 567-8752
          (Address and telephone number of principal executive offices)

 1990 Stock Option Plan for the Company's President and Chief Executive
                              Officer, as amended
--------------------------------------------------------------------------------
            1994 Stock Option Plan for Officers and Outside Directors
            ---------------------------------------------------------
                            (Full Title of the Plans)

                           Jerome J. Whalen, President
                     First Litchfield Financial Corporation
                                 13 North Street
                          Litchfield, Connecticut 06759
                                 (860) 567-8752
           (Name, address and telephone number for agent for service)

                                    Copy to:
                              J. J. Cranmore, Esq.
                           Patricia D. Anderson, Esq.
                          Cranmore, FitzGerald & Meaney
                             49 Wethersfield Avenue
                           Hartford, Connecticut 06114
                                 (860) 522-9100
Approximate  date of commencement of proposed sale to the public:  Upon exercise
of the options granted under the Plans and from time to time after the effective
date of this Registration Statement.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933,  other than the  securities  offered only in  connection  with dividend or
interest reinvestment plans, check the following box. / x /
--------------------------------------------------------------------------------------------------------------------

         CALCULATION OF REGISTRATION FEE
--------------------------- ------------------- ---------------------- ---------------------- ----------------------

Title of Each Class of                          Proposed Maximum       Proposed Maximum
Securities                  Amount to be        Offering Price         Aggregate              Amount of
to be Registered            Registered*         Per Unit **            Offering Price **      Registration Fee
--------------------------- ------------------- ---------------------- ---------------------- ----------------------
Common Stock
        Par Value $ .01         145,305            $16.00                 $2,324,880             $613.77
--------------------------- ------------------- ---------------------- ---------------------- ----------------------
* The aggregate amount of securities  registered  hereunder is 145,305 shares of
common  stock:  43,287  shares have  previously  been  issued by the  Registrant
pursuant to two of the Company's stock option plans (the "1990 Stock Option Plan
for the Company's  President and Chief  Executive  Officer,  as amended" and the
"1994 Stock Option Plan for Officers and Outside  Directors") and 102,018 shares
which may be issued by the Registrant  pursuant to the  Registrant's  1994 Stock
Option Plan for Officers and Outside Directors. Pursuant to Rule 416 promulgated
under the Securities Act of 1933, as amended, this Registration Statement covers
such  additional  shares  of common  stock to be  offered  or issued to  prevent
dilution  as a result  of  future  stock  splits,  stock  dividends  or  similar
transactions.
**        The fee with respect to 145,305  shares has been  calculated  pursuant
              to paragraphs (h) and (c) of Rule 457 upon the basis of $16.00 per
              share,  the  average  of the bid and asked  price per share of the
              Registrant's  common  stock on April 28,  2000, a date within five
              (5) business days prior to the date of filing of this Registration
              Statement,  as  reported by the Over The  Counter  Bulletin  Board
              ("OTC Bulletin  Board") of the National  Association of Securities
              Dealers, Inc. ("NASD").

                                EXPLANATORY NOTE
         The Registration  Statement contains two parts. The first part contains
a prospectus  pursuant to Form S-3 (in accordance  with Section C of the General
Instructions  to Form S-8) which covers  reoffers and resales by affiliates  and
non-affiliates of First Litchfield  Financial  Corporation (the "Registrant") of
shares of common stock of the Registrant  which have been  previously  issued or
will be issued by the Registrant  pursuant to the 1990 Stock Option Plan for the
Company's  President and Chief Executive Officer,  as amended and the 1994 Stock
Option  Plan for  Officers  and  Outside  Directors.  The second  part  contains
Information  Required in the Registration  Statement pursuant to Part II of Form
S-8 and certain items from  Information Not Required in the prospectus  pursuant
to Part II of Form S-3. Pursuant to the introductory Note to Part I of Form S-8,
the Plan Information specified by Part I is not being filed with the Commission.
PROSPECTUS
                                 145,305 SHARES

                     FIRST LITCHFIELD FINANCIAL CORPORATION
                                 13 NORTH STREET
                          LITCHFIELD, CONNECTICUT 06759

                                  COMMON STOCK

         17 of our  shareholders  may offer for sale up to 145,305 shares of our
common  stock.  The selling  shareholders  are  officers,  directors,  or former
officers or directors or their  successors  or assigns who have acquired or will
acquire  these shares of the  Company's  common stock  pursuant to the Company's
1994 Stock  Option Plan for  Officers  and Outside  Directors  or the 1990 Stock
Option Plan for the Company's President and Chief Executive Officer, as amended.
The selling  shareholders  may offer and sell their  shares from time to time in
different types of transactions, including brokerage and negotiated transactions
or otherwise, including transactions at prevailing market prices or at privately
negotiated  prices. We will not receive any of the proceeds from the sale of the
shares by the selling  shareholders,  and we will pay all expenses in connection
with  registering  these  shares.  The  selling   shareholders,   however,   are
responsible for their brokerage commissions and similar expenses.

         Our  common  stock is traded in the  Over-the-Counter  or OTC  Bulletin
board  operated by the National  Association  of Securities  Dealers,  under the
symbol  "FLFC." The bid and asked  prices of our common  stock on April 28, 2000
was $15.25 and $16.75 per share, respectively.

         PLEASE READ THE RISK FACTORS  BEGINNING ON PAGE 2 BEFORE PURCHASING THE
COMMON STOCK.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION  HAS  APPROVED OR  DISAPPROVED  THESE  SECURITIES  OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

         THESE  SECURITIES  ARE NOT  DEPOSITS OR ACCOUNTS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE  CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.

         The date of this prospectus is May 3, 2000.
TABLE OF CONTENTS

Risk Factors..............................................................2
Cautionary Note Regarding Forward Looking Statements......................3
About First Litchfield Financial Corporation..............................4
Use of Proceeds...........................................................4
Selling Shareholders and Shares that may be Offered.......................5
Plan of Distribution......................................................9
Where You Can Find More Information......................................10
Incorporation of Certain Documents by Reference..........................11
Legal Matters............................................................12
Experts..................................................................12
RISK FACTORS

         An investment in our common stock involves certain risks. To understand
these risks and to evaluate an investment  in our common stock,  you should read
this entire prospectus, including the following risk factors.

OUR  RESULTS  OF  OPERATIONS  ARE  SENSITIVE  TO CHANGES  IN THE  INTEREST  RATE
ENVIRONMENT

         Our consolidated  results of operations depend to a large extent on the
level of our net  interest  income,  which is the  difference  between  interest
income from interest-earning assets, such as loans and investments, and interest
expense on  interest-bearing  liabilities,  such as deposits and borrowings.  If
interest-rate  fluctuations  cause our cost of funds to increase faster than the
yield on our  interest-bearing  assets,  our net  interest  income  is likely to
decrease.  We  measure  our  interest  rate risk  with  particular  emphasis  on
measuring  changes  in the  net  interest  income  in  different  interest  rate
environments.

         Changes in  interest  rates may also affect the volume of loans that we
originate,  as well as the value of our loans and other interest  earning assets
and our  ability to realize  gains on the sale of such  assets and  liabilities.
Prevailing  interest rates may also affect the extent to which borrowers  prepay
their loans.  Prepayments may adversely  affect the value of mortgage loans, net
interest income and loan servicing income.  Similarly,  prepayments on mortgaged
backed  securities  may adversely  affect the value of such  securities  and the
interest income generated by them.

         Increases in interest rates might cause  depositors to shift funds from
accounts that have a comparatively lower cost, such as regular savings accounts,
to accounts with a higher cost, such as certificates of deposit.  If the cost of
deposits  increases  at a rate greater  than yields on interest  earning  assets
increases,  the interest rate spread may be negatively affected.  Changes in the
asset and liability mix may also affect the interest rate spread.

         We face  competition for deposits and loans  throughout our market area
both from local  institutions  and from out of state  institutions  that  either
solicit deposits or maintain offices in our market area. We compete for deposits
primarily with savings  institutions,  commercial  banks,  credit unions,  money
market funds and other investment  alternatives.  We believe that our ability to
compete  effectively  depends  largely on our ability to compete  with regard to
interest rates,  personalized services,  quality and range of financial services
provided,  convenience of office locations, automated services and office hours.
We compete for loans  primarily  with  savings  institutions,  mortgage  banking
firms,  mortgage brokers,  commercial banks and insurance companies.  We believe
that our ability to compete effectively for loans depends largely on our ability
to compete with regard to interest rates,  loan  origination  fees,  quality and
range of  lending  services  provided  and our  ability  to  offer  personalized
service.

                                       2
OUR ABILITY TO PAY DIVIDENDS IS LARGELY  DEPENDENT UPON OUR RECEIPT OF DIVIDENDS
FROM THE FIRST NATIONAL BANK OF LITCHFIELD

         Cash  dividends  from The First  National  Bank of  Litchfield  are our
principal  source of funds for paying cash  dividends  on the common  stock.  At
December 31, 1999, the Bank had  approximately  $3,260,000 of undistributed  net
income theoretically available for distribution to the Company as dividends. The
ability of the Bank to  declare  and pay such  dividends  is subject to safe and
sound banking practices and applicable law.

FUTURE LEGISLATION AND REGULATORY DEVELOPMENTS COULD EFFECT OUR OPERATIONS

         Future  legislation  or regulatory  developments  could have an adverse
effect on the Bank. We are registered  with the Federal  Reserve Board as a bank
holding  company.  The Bank is also subject to  regulation  by the Office of the
Comptroller of the Currency as its primary federal  supervisory  agency, as well
as by the  Federal  Deposit  Insurance  Corporation,  or FDIC,  with  respect to
certain matters. The Office of the Comptroller of the Currency and the FDIC have
adopted numerous  regulations and undertaken other regulatory  initiatives,  and
further regulations and initiatives may be adopted.

POSSIBLE FUTURE SALES OF SHARES BY THE SELLING SHAREHOLDERS

         The selling shareholders could sell any or all of the common stock they
own  upon  the  effectiveness  of  the  registration  statement  of  which  this
prospectus  forms a part. The selling  shareholders may determine to sell shares
of common stock from time to time for any reason.  We cannot predict the effect,
if any, that sales of shares of common stock owned by selling shareholders would
have on the market price prevailing from time to time.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

         We  have  made  forward-looking  statements  in this  document,  and in
documents  that we  incorporate  by  reference.  These kinds of  statements  are
subject  to risks and  uncertainties.  Forward-looking  statements  include  the
information  concerning  possible or assumed future  results of our  operations.
When we use words like believes, expects, anticipates or similar expressions, we
are making forward-looking statements.

         You  should  note  that  many  factors,  some of  which  are  discussed
elsewhere  in  this  document  and in  the  documents  that  we  incorporate  by
reference,  could  affect our future  financial  results  and could  cause those
results  to  differ  materially  from  those  expressed  in our  forward-looking
statements. These factors include the following:

         o   the effect of economic conditions;
         o   deposit attrition;

                                       3
o   adverse changes in interest rates;
         o   change in any  applicable  law,  rule,  regulation or practice with
             respect to tax or  accounting  issues or  otherwise; and
         o   adverse changes or conditions in capital or financial markets.

     The forward-looking  statements are made as of the date of this prospectus,
     and we assume no obligation to update the forward-looking  statements or to
     update the reasons why actual results could differ from those  projected in
     the forward-looking statements.

                  ABOUT FIRST LITCHFIELD FINANCIAL CORPORATION

     We are a Delaware  corporation  and the bank holding  company for The First
     National Bank of Litchfield, our national bank subsidiary.  Both we and The
     First  National  Bank  of  Litchfield  are   headquartered  in  Litchfield,
     Connecticut. The First National Bank of Litchfield maintains a home page on
     the Internet at http://www.fnbl.com. Deposits at The First National Bank of
     Litchfield  are  insured by the FDIC.  Through The First  National  Bank of
     Litchfield, we currently serve customers from 6 banking offices and a Trust
     Department in Litchfield County, Connecticut.

     We engage in a wide range of commercial  and personal  banking  activities,
     including  accepting  demand deposits,  (including Money Market  Accounts),
     accepting savings and time deposit  accounts,  making secured and unsecured
     loans to corporations,  individuals, and others, issuing letters of credit,
     originating  mortgage  loans,  and providing  personal and corporate  trust
     services.

     At December 31, 1999,  we had total  consolidated  assets of  $255,973,790,
     total deposits of $197,232,782 and shareholders' equity of $14,926,209.

     Our principal  executive office is located at 13 North Street,  Litchfield,
     Connecticut 06759, and our telephone number is (860) 567-8752.

                                 USE OF PROCEEDS

     The  145,305  shares of common  stock  are  being  offered  and sold by the
     selling shareholders and not by us. Accordingly, we will not receive any of
     the proceeds from the sale of the common stock by the selling shareholders.

                                       4
SELLING SHAREHOLDERS AND SHARES THAT MAY BE OFFERED

     The following table sets forth the name of the selling  shareholder,  their
     position with the Company, or the Bank if applicable,  the amount of common
     stock beneficially  owned by the selling  shareholder as of April 21, 2000,
     and the maximum  amount of common  stock that may be offered by the selling
     shareholder  pursuant to this  prospectus.  The data in the column  "Common
     Stock  Beneficially  Owned  Following  the  Offering  and Percent of Class"
     assumes the sale of all shares of common stock by the selling  shareholders
     pursuant to this  prospectus and (if one percent or more) the percentage of
     common stock  beneficially owned by the selling  shareholder  following the
     offering.  The number of shares offered hereby has been adjusted to reflect
     stock splits and stock dividends.
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                                                                                                                Common Stock
                                                                                                             Beneficially Owned
                                          Common Stock                               Number of Shares           following the
                Name and                  Beneficially                              Offered for Resale     Offering and Percent of
                Position                    Owned on             Common Stock        pursuant to this       Class (if greater than
                                       April 21, 2000 (1)      Under Option (3)       Prospectus                     1.0%)
------------------------------------------------------------------------------------------------------------------------------------
Clayton L. Blick
        Director of the Company             11,545 (2)               4,232                 4,232 (4)                 7,313 (5)
             and the Bank

            Ernest W. Clock
        Director of the Company             22,822  (2)              4,232                 4,232 (4)                18,590 (5)
             and the Bank                                                                                                (1.1%)

           Revere H. Ferris                 31,345  (2)(6)           7,354                 10,121 (23) (4)          12,877 (7)
        Senior Vice President
       and Senior Loan Officer
             of the Bank

            John H. Field                    7,010 (2)               4,232                 4,232 (4)                 2,778 (5)
           Director of the
         Company and the Bank

        Bernice D. Fuessenich                9,060 (2)               4,232                 4,232 (4)                 4,828 (5)
           Director of  the
         Company and the Bank

        Perley H. Grimes, Jr.               16,765 (2)               4,232                 4,232 (4)                12,533 (5)
          Director of  the
       Company and  the Bank

          George M. Madsen                  13,782 (2)               4,232                 4,232 (4)                 9,550 (5)
          Director of  the
        Company and  the Bank

          Charles E. Orr                    12,053 (2)               4,232                 4,232 (4)                 7,821 (5)
         Director of the
       Company and  the Bank
5
Common Stock
                                                                                                             Beneficially Owned
                                          Common Stock                               Number of Shares           following the
                Name and                  Beneficially                              Offered for Resale     Offering and Percent of
                Position                    Owned on             Common Stock        pursuant to this       Class (if greater than
                                       April 21, 2000 (1)      Under Option (3)       Prospectus                     1.0%)
------------------------------------------------------------------------------------------------------------------------------------
William J. Sweetman            90,867 (2)               4,232                16,680 (8)                 74,187 (9)
               Director of the                                                                                            (4.5%)
            Company and the Bank

             Thomas A. Kendall                 552                       0                   500 (10)                    52 (11)
              Director of  the
            Company and the Bank

             Patricia D. Werner              3,298 (2)               2,948                 2,948 (4)                    350 (5)
               Director of the
            Company and the Bank

             Jerome J. Whalen               42,602 (2)              26,581                42,129 (12)                   473 (13)
         President, Chief Executive
               Officer and
          Director of the Company
               and the Bank

            Carroll A. Pereira              14,233 (2)              14,042                14,042 (9)                    191 (5)
         Treasurer of the Company
         and Senior Vice President
            and Chief Financial
           Officer of  the Bank

             Philip G. Samponaro            18,919 (2)              17,237                17,237 (4)                  1,682 (5)
          Secretary of the Company
        and Senior  Vice President,
       Chief Administrative Officer,
         Cashier and Secretary of
                 the Bank

          Jean D.Ferris Trust (14)           8,147                       0                 6,100 (17)                 2,047 (19)

          Gail E. Ferris Trust (15)          3,915                       0                 2,247 (18)                 1,668 (20)

            Miles C. Borzilleri (16)         3,739                       0                 3,677 (21)                    62 (22)
-------------------------
         1.  The  definition  of  beneficial  owner  includes  any  person  who,
             directly  or  indirectly,   through  any  contract,   agreement  or
             understanding, relationship or otherwise has or shares voting power
             or investment power with respect to such security.
         2.  Amount includes shares which the selling  shareholder has the right
             to acquire pursuant to stock options  currently  exercisable  under
             the 1994 Stock Option Plan for Officers and Outside Directors.  The
             number of options  has been  adjusted to reflect  stock  splits and
             stock dividends.
3.  Indicates  shares  which the selling  shareholder  has the right to
             acquire pursuant to stock options  currently  exercisable under the
             1994 Stock  Option Plan for  Officers  and Outside  Directors.  The
             number of options  has been  adjusted to reflect  stock  splits and
             stock dividends.

Footnotes continue on next page
                                       6
4.  Assumes  exercise of all options  pursuant to the 1994 Stock Option
             Plan for Officers and Outside Directors, the offering of all shares
             issued on such exercise, and sale of such shares.
         5.  Assumes  exercise of all options  pursuant to the 1994 Stock Option
             Plan for Officers and Outside Directors, the offering of all shares
             issued on such exercise, and sale of such shares.
         6.  Amount  includes 12,062 shares owned by the Gail E. Ferris and Jean
             D. Ferris Trusts.  Mr. Ferris serves as Trustee of such Trusts. See
             Footnotes 14 and 15.
         7.  Assumes  exercise of all options  pursuant to the 1994 Stock Option
             Plan for Officers and Outside Directors, the offering of all shares
             issued on such  exercise,  and sale of such  shares.  Additionally,
             this  amount  assumes  that all  shares  which  have been  acquired
             pursuant  to the 1994 Stock  Option Plan for  Officers  and Outside
             Directors  are sold by the selling  shareholder.  Assumes  that all
             shares which have been acquired  from the  Company's  President and
             Chief Executive  Officer  pursuant to his exercise of options under
             the Company's  1990 Stock Option Plan for the  Company's  President
             and Chief Executive  Officer,  as amended,  are sold by the selling
             shareholder.  Finally,  this amount assumes that all shares offered
             hereby by the Jean D. Ferris Trust and the Gail E. Ferris Trust are
             sold by the  selling  shareholders.  See  Footnotes  14, 15,  17-20
             below.
         8.  Includes  9,500 shares which the selling  shareholder  has acquired
             from the Company's  President and Chief Executive  Officer pursuant
             to his exercise of options  under the  Company's  1990 Stock Option
             Plan for the Company's  President and Chief Executive  Officer,  as
             amended.  Additionally,  amount  includes  2,948  shares  which the
             selling  shareholder  has  acquired  from a former  director of the
             Company  pursuant to the exercise of options in accordance with the
             1994 Stock Option Plan for Officers and Outside Directors. Finally,
             amount includes 4,232 shares which the selling  shareholder has the
             right to acquire  pursuant to stock options  currently  exercisable
             under  the  1994  Stock   Option  Plan  for  Officers  and  Outside
             Directors.
         9.  Assumes  exercise of all options  pursuant to the 1994 Stock Option
             Plan for Officers and Outside Directors, the offering of all shares
             issued on such exercise, and the sale of such shares. Additionally,
             this assumes that all shares which have been  acquired  pursuant to
             the Plans are sold by the selling shareholder.
         10. Indicates  shares which the selling  shareholder  has acquired from
             the Company's President and Chief Executive officer pursuant to his
             exercise of options under the Company's  1990 Stock Option Plan for
             the Company's President and Chief Executive Officer, as amended.
         11. This amount  assumes that all shares which have been  acquired from
             the Company's President and Chief Executive Officer pursuant to the
             exercise of options  pursuant to the  Company's  1990 Stock  Option
             Plan for the Company's  President and Chief Executive  Officer,  as
             amended, are sold by the selling shareholder.
         12. Includes  15,548 shares which the selling  shareholder has acquired
             pursuant  to the  exercise of options in  accordance  with the 1990
             Stock Option Plan for the Company's  President and Chief  Executive
             Officer,  as  amended.  Amount  includes  26,581  which the selling
             shareholder  has the right to  acquire  pursuant  to stock  options
             currently exercisable under the 1994 Stock Option Plan for Officers
             and Outside Directors.
         13. Assumes  exercise of all options  pursuant to the 1994 Stock Option
             Plan for Officers and Outside  Directors and offering of all shares
             issued on such exercise. Additionally, this amount assumes that all
             shares  which have been  acquired  pursuant to the  Company's  1990
             Stock Option Plan for the Company's  President and Chief  Executive
             Officer, as amended are sold by the selling shareholder.
14. Revere H. Ferris,  Senior Vice President and Senior Loan Officer of
             The First National Bank of Litchfield serves as Trustee of the Jean
             D. Ferris Trust.
         15. Revere H. Ferris,  Senior Vice President and Senior Loan Officer of
             The First National Bank of Litchfield serves as Trustee of the Gail
             E. Ferris Trust.
         16. Miles C.  Borzilleri  formerly  served as Senior Vice President and
             Senior Trust Officer of The First National Bank of Litchfield.
         17. Includes  4,000 shares which the selling  shareholder  has acquired

                                       7
from the Company's  President and Chief Executive  Officer pursuant
             to his exercise of options  under the  Company's  1990 Stock Option
             Plan for the Company's  President and Chief Executive  Officer,  as
             amended.  Additionally,  amount  includes  2,100  shares  which the
             selling  shareholder  has  acquired  from a former  officer  of the
             Company  pursuant to the exercise of options in accordance with the
             1994 Stock Option Plan for Officers and Outside Directors.

Footnotes continued on next page

                                      8
18. Includes  1,000 shares which the selling  shareholder  has acquired
             from the Company's  President and Chief Executive  Officer pursuant
             to his exercise of options  under the  Company's  1990 Stock Option
             Plan for the Company's  President and Chief Executive  Officer,  as
             amended.  Additionally,  amount  includes  1,247  shares  which the
             selling  shareholder  has  acquired  from a former  officer  of the
             Company  pursuant to the exercise of options in accordance with the
             1994 Stock Option Plan for Officers and Outside Directors.
         19. This amount  assumes that all shares which have been  acquired from
             the Company's President and Chief Executive Officer pursuant to his
             exercise of options  pursuant to the  Company's  1990 Stock  Option
             Plan for the Company's  President and Chief Executive  Officer,  as
             amended  and the 1994 Stock  Option Plan for  Officers  and Outside
             Directors are sold by the selling shareholder.
         20. This amount  assumes that all shares which have been  acquired from
             the Company's President and Chief Executive Officer pursuant to his
             exercise of options  pursuant to the  Company's  1990 Stock  Option
             Plan for the Company's  President and Chief Executive  Officer,  as
             amended  and the 1994 Stock  Option Plan for  Officers  and Outside
             Directors are sold by the selling shareholder.
         21. Indicates  shares  which  the  selling   shareholder  has  acquired
             pursuant  to the 1994 Stock  Option Plan for  Officers  and Outside
             Directors.
         22. The  amount  assumes  that all  shares  which  have  been  acquired
             pursuant  to the 1994 Stock  Option Plan for  Officers  and Outside
             Directors are sold by the selling shareholder.
         23. Includes  2,767 shares which the selling  shareholder  has acquired
             from a former  officer of the Company  pursuant to the  exercise of
             options in accordance  with the 1994 Stock Option Plan for Officers
             and  Outside  Directors.  Additionally,  this  amount  assumes  the
             exercise of all 7,354  options  pursuant  to the 1994 Stock  Option
             Plan for Officers and Outside Directors, the offering of all shares
             issued on such exercise, and sale of such shares.

                              PLAN OF DISTRIBUTION

         We are  registering  the shares covered by this prospectus on behalf of
the selling  shareholders.  All costs,  expenses and fees in connection with the
registration of these shares will be paid by us. Brokerage commissions,  if any,
attributable  to  the  sale  of  these  shares  will  be  paid  by  the  selling
shareholders  or their  donees or pledges.  Sale of these shares may be effected
from time to time in transactions  (which may include block transactions) on the
NASD's  OTC  Bulletin  Board in the  over-the-counter  market or  otherwise,  in
negotiated  transactions,  or a  combination  of such methods of sale,  at fixed
prices which may be changed, at market prices prevailing at the time of sale, or
at negotiated or other prices. The Company will supply the selling  shareholders
with reasonable quantities of prospectuses.  There can be no assurances that any
of the selling  shareholders  will exercise their options to purchase any shares
or that,  if  purchased,  the selling  shareholders  will sell any or all of the
shares offered by them pursuant to this prospectus.

         Under the 1990 Stock Option Plan for the Company's  President and Chief
Executive Officer,  as amended,  all options have been granted and exercised and
no further options are available for grant under that plan. Under the 1994 Stock
Option Plan for Officers and Outside  Directors,  a total of 102,018 options are
exercisable  at  exercise  prices per share  ranging  from  $6.43 to $17.62.  No
further options are available for grant under that plan.

         The selling  shareholders  may also sell these shares  pursuant to Rule
144  promulgated  under the  Securities  Act of 1933, as amended,  or may pledge
shares  as  collateral  for  margin  accounts  and such  shares  could be resold
pursuant  to the terms of such  accounts.  We are not  aware of any  agreements,
understandings  or  arrangements   between  the  selling   shareholders  or  any
underwriters  or  broker-dealers  regarding  the sale of their  securities.  The
selling  shareholders  may effect  such  transactions  by selling  common  stock
directly to purchasers or to or through  broker-dealers  which may act as agents
or principals.  These  broker-dealers  may receive  compensation  in the form of

                                       9
discounts,  concessions or commissions from each selling  shareholder and/or the
purchasers  of the  shares for whom the  broker-dealers  may act as agents or to
whom they sell as  principal,  or both (which  compensation  as to a  particular
broker-dealer might be in excess of commissions).

         The selling  shareholders and any broker-dealers that act in connection
with the sale of the  shares  might be deemed to be  "underwriters"  within  the
meaning of Section 2(11) of the Securities  Act and any  commission  received by
them and any  profit on the resale of the  shares of common  stock as  principal
might  be  deemed  to  be  underwriting  discounts  and  commissions  under  the
Securities Act. The selling  shareholders  may or may not agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of the shares against certain liabilities,  including  liabilities arising under
the Securities  Act.  Liabilities  under the federal  securities  laws cannot be
waived.  Because the  selling  shareholders  may be deemed to be  "underwriters"
within  the  meaning  of  Section  2(11)  of the  Securities  Act,  the  selling
shareholders  will be  subject to  prospectus  delivery  requirements  under the
Securities Act. Furthermore, in the event of a "distribution" of the shares, the
selling   shareholder,   any  selling  broker  or  dealer  and  any  "affiliated
purchasers"  may be  subject  to  Regulation  M under  the  Exchange  Act.  Such
regulation would prohibit, with certain exceptions, any such person from bidding
for or purchasing  any security which is the subject of the  distribution  until
his, her or its  participation in that  distribution is completed.  In addition,
Regulation M prohibits  any  "stabilizing  purchase" for the purpose of pegging,
fixing  or  stabilizing  the  price of  common  stock in  connection  with  this
offering.
                       WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the  information  requirements  of the Securities and
Exchange Act of 1934, as amended.  Accordingly,  we are required to file annual,
quarterly and special reports,  proxy statements and other  information with the
Securities and Exchange Commission.

   You may read and copy any reports,  statements and other  information that we
file with the SEC at the SEC's Public Reference Room at:

                             450 Fifth Street, N.W.
                             Washington, D.C. 20549
                                 1-800-SEC-0330

         The SEC maintains an Internet site  (http://www.sec.gov)  that contains
reports,  proxy information  statements and other information about issuers that
file electronically with the SEC.

         We have filed a registration statement on Form S-8 and S-3 with the SEC
under the  Securities  Act that  relates to the 145,305  shares of common  stock
offered  pursuant  to  this  prospectus,  which  is  part  of  the  registration
statement. As permitted by the rules and regulations of the SEC, this prospectus
omits certain  information set forth in the registration  statement.  Statements
contained in this  prospectus as to the  provisions of any document  filed as an
exhibit to the  registration  statement or otherwise  filed with the SEC are not
necessarily  complete  and each such  statement  is qualified in its entirety by
reference to the copy of such document as so filed.  Copies of the  registration
statement and the exhibits thereto are on file at the offices of the SEC and may
be obtained upon payment of the prescribed fee or may be examined without charge
at the public  reference  facilities  or Internet  site of the SEC as  described
above.

                                       10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference"  information  into this
prospectus.  That means that we can  disclose  important  information  to you by
referring you to another document filed separately with the SEC. The information
that we incorporate by reference is considered a part of this prospectus, except
for any information superceded by information presented in this prospectus. This
prospectus  incorporates  important business and financial  information about us
and our subsidiary  that is not included in or delivered  with this  prospectus.
This  prospectus  incorporates  by reference the documents  listed below that we
have filed with the SEC:

   FILINGS                                  PERIOD OF REPORT OR DATE FILED
   -------                                  ------------------------------
Registration Statement on Form 10-SB               January 7, 2000
  Annual Report on Form 10-KSB                     March 6, 2000

         This prospectus  also  incorporates by reference the description of the
Company's  common stock  contained in its  registration  statement on Form 10-SB
dated  January 7, 2000,  and any  amendment  or report  filed for the purpose of
updating such  description.

         These  documents  are  available  without  charge to you if you call or
write to:

                               Carroll A. Pereira
              Treasurer of First Litchfield Financial Corporation,
                Senior Vice President and Chief Financial Officer
                    of The First National Bank of Litchfield
                                 13 North Street
                              Litchfield, CT 06759

         All reports  and other  documents filed by us with the SEC  pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the effective date of
the  registration  statement and prior to the termination of this offering shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such reports and documents.  Any statement  contained in a
document incorporated by reference herein shall be deemed modified or superseded
for  purposes of this  prospectus  to the extent that a statement  contained  or
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this prospectus.

         You should rely only on the  information  incorporated  by reference or
provided in this prospectus or any supplement.  We have not authorized anyone to
provide you with  information  that is  different,  and, if given or made,  such
information  must be not be relied upon as having been authorized by us. Neither
the delivery of this  prospectus at any time nor any sale made hereunder  shall,
under any  circumstances,  imply  that the  information  in this  prospectus  is

                                       11
correct  as of any date  after  the date on the front of this  prospectus.  This
prospectus  shall not constitute an offer to sell or solicitation of an offer to
buy by any person in any jurisdiction in which it is unlawful for such person to
make such offer or solicitation.

                                  LEGAL MATTERS

         Cranmore,  FitzGerald & Meaney, Hartford,  Connecticut, has passed upon
the validity of the common stock offered pursuant to this prospectus.

                                     EXPERTS

         The consolidated  financial  statements at December 31, 1999, 1998, and
1997,  and for each of the years in the three year  period  ended  December  31,
1999,  have  been  incorporated  by  reference  in  this  prospectus  and in the
registration  statement in reliance upon the reports of McGladrey & Pullen, LLP,
independent certified public accountants, which are incorporated by reference in
this prospectus and in the  registration  statement and are included in reliance
upon such reports,  and upon the authority of said Firm as experts in accounting
and auditing.
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Securities and
Exchange  Commission (File No. 0-28815) pursuant to the Securities  Exchange Act
of 1934  ("Exchange  Act") are  incorporated in this  Registration  Statement by
reference:

         (i)   The  Company's  Registration  Statement  on Form  10-SB  filed on
               January 7, 2000.

         (ii)  The  Company's  Annual  Report on Form  10-KSB  filed on March 6,
               2000.

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

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

                                       12
Item 4. DESCRIPTION OF SECURITIES
        Not applicable.

Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
        Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Company,  the Company has been  advised that in the opinion of the SEC 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 Company
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 Company  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 and will be  governed by the final
adjudication of such issue.

         Delaware law and the Company's  Certificate of Incorporation  authorize
the Company to indemnify Officers,  Directors and certain individuals associated
with the  Company.  In  general,  Article  IX of the  Company's  Certificate  of
Incorporation  authorizes  the  Company  toindemnify  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 Company) by reason
of the fact that he is or was a director, officer, trustee, employee or agent of
the  Company,  or is or was serving at the request of the Company as a director,
officer,   trustee,   employee  or  agent  of  another   company,   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 in  connection  with such
action,  suit or proceeding,  and any appeal therein,  if he acted in good faith
and in a manner  he  reasonably  believed  to be in or not  opposed  to the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding, had no reasonable cause to believe his 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 Company,  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.

                                       13
Item 7. EXEMPTION FROM REGISTRATION CLAIMED

         Prior to the  effectiveness of the initial filing of this  Registration
Statement,  shares of the  Company's  common stock were issued by the Company to
shareholders  (each of whom was an executive officer or director of the Company,
or the estate of such persons) in transactions  not involving a public offering,
and such offers and sales were  therefore  exempt  pursuant to the  provision of
Section 4(2) under the Act.

Item 8. EXHIBITS

Exhibits

         The following  Exhibits are filed  herewith or  incorporated  herein by
reference:

         3.1   Certificate  of  Incorporation  of  First  Litchfield   Financial
               Corporation  (incorporated  by  reference to Exhibit 3.1 of First
               Litchfield Financial Corporation's Registration Statement on Form
               10-SB  filed  with the  Securities  and  Exchange  Commission  on
               January 7, 2000, File No. 0-28815).

         3.2   Bylaws of First Litchfield  Financial  Corporation  (incorporated
               herein by reference to Exhibit 3.2 of First Litchfield  Financial
               Corporation's Registration Statement on Form 10-SB filed with the
               Securities and Exchange  Commission on January 7, 2000,  File No.
               0-28815).

         4.    Form of stock  certificate  of common  stock,  par value $.01 per
               share, of First Litchfield  Financial  Corporation  (incorporated
               herein by  reference to Exhibit 4 to First  Litchfield  Financial
               Corporation's Registration Statement on Form 10-SB filed with the
               Securities and Exchange  Commission on January 7, 2000,  File No.
               0-28815).

         5.    Opinion of Cranmore, FitzGerald & Meaney.

         10.1  1990  Stock  Option  Plan  for  Company's   President  and  Chief
               Executive  Officer,  as amended  (incorporated  by  reference  to
               Exhibit  10.1  of  First   Litchfield   Financial   Corporation's
               Registration  Statement  on Form 10-SB filed with the  Securities
               and Exchange Commission on January 7, 2000, File No. 0-28815).

         10.2  1994  Stock  Option  Plan  for  Officers  and  Outside  Directors
               (incorporated  by reference  to Exhibit 10.1 of First  Litchfield
               Financial  Corporation's  Registration  Statement  on Form  10-SB
               filed with the Securities  and Exchange  Commission on January 7,
               2000, File No. 0-28815).

         23.1  Consent of McGladrey & Pullen, LLP.

                                       14
23.2  Consent of Cranmore, FitzGerald & Meaney (included in Exhibit 5).

         24.   Power of Attorney (included on Signature Page).

Item 9. UNDERTAKINGS

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:

               (i)   To include any prospectus  required by Section  10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the  prospectus any facts or  events  arising
                     after the effective date of the registration  statement (or
                     the most recent  post-effective  amendment  thereof) which,
                     individually  or in the aggregate,  represent a fundamental
                     change in the  information  set  forth in the  registration
                     statement;

               (iii) 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;

         (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.

         (4)   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(a) of 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.

                                       15
(5)   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 Act 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  of  controlling  person  of  the
               registrant  in the  successful  defense  of any  action,  suit or
               proceeding) is asserted by such director,  officer of controlling
               person in connection with the securities  being  registered,  the
               registrant will submit to a court of appropriate jurisdiction the
               question of whether such  indemnification by it is against public
               policy as  expressed in the act and will be governed by the final
               adjudication of such issue.

                                       16
SIGNATURES

         Pursuant  to the  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 Form S-3 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 April 26,
2000.

                              FIRST LITCHFIELD FINANCIAL CORPORATION

                              By: /s/ Jerome J. Whalen
                                  -----------------------
                                  Jerome J. Whalen
                                  President and Chief Executive Officer
POWER OF ATTORNEY

         We,  the  undersigned   directors  and  officers  of  First  Litchfield
Financial  Corporation,  do hereby  severally  constitute  and appoint Jerome J.
Whalen our true and lawful attorney and agent, to do any and all things and acts
in our  names in the  capacities  indicated  below  and to  execute  any and all
instruments  for us and in our names in  capacities  indicated  below which said
Jerome J. Whalen may deem  necessary or  advisable  to enable  First  Litchfield
Financial  Corporation  to comply with the  Securities  Act of 1933, as amended,
andany  rules,  regulations  and  requirements  of the  Securities  and Exchange
Commission,  in connection with the  Registration  Statement on Form S-8 and S-3
relating to the offering of the Company's common stock, including  specifically,
but not limited to, power and authority to sign for us or any of us in our names
in the capacities  indicated  below the  Registration  Statement and any and all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and  confirm  all that  said  Jerome J.  Whalen  shall 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 below by the  following  persons in the
capacities and on the date indicated.

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

/s/ Jerome J. Whalen                President,Chief Executive          4/26/2000
------------------------            Officer and Director
Jerome J. Whalen

/s/ Carroll A. Pereira
------------------------
Carroll A. Pereira                  Treasurer                          4/26/2000
                                   (Principal Accounting Officer)
Signature                             Title                          Date
     ---------                             -----                          ----

/s/ Clayton L. Blick                Director                           4/26/2000
-----------------------
Clayton L. Blick

/s/ Ernest W. Clock                 Director                           4/26/2000
-------------------------
Ernest W. Clock

/s/ John H. Field                   Director                           4/26/2000
-----------------------------
John H. Field

/s/ Bernice D.Fuessenich            Director                           4/26/2000
-------------------------------
Bernice D. Fuessenich

/s/ Perley H. Grimes, Jr.           Director                           4/26/2000
---------------------------
Perley H. Grimes, Jr.

/s/ Thomas A.  Kendall              Director                           4/26/2000
-----------------------------
Thomas A. Kendall

/s/  George M. Madsen               Director                           4/26/2000
----------------------------
George M. Madsen

/s/ Charles E. Orr                  Director                           4/26/2000
------------------------------
Charles E. Orr

/s/ William J. Sweetman             Director                           4/26/2000
-----------------------
William J. Sweetman

/s/ H. Ray Underwood                Director                           4/26/2000
----------------------
H. Ray Underwood

/s/ Patricia D. Werner              Director                           4/26/2000
-------------------------
Patricia D. Werner