SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                        LITCHFIELD FINANCIAL CORPORATION
               (Exact name of issuer as specified in its charter)

                            Massachusetts 04-3023928
          (State of Incorporation) (IRS Employer Identification Number)

                     789 Main Road, Stamford, Vermont 05352
              (Address and Zip Code of Principal Executive Offices)

                        LITCHFIELD FINANCIAL CORPORATION

                             1990 Stock Option Plan
                            (Full title of the Plan)

                         Richard A. Stratton, President
                        Litchfield Financial Corporation
                                  789 Main Road
                             Stamford, Vermont 05352
                                 (802) 694-1200


              (Name, address and telephone number of agent service)

                                    Copy to:
                                Mary Ellen O'Mara
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
<PAGE>

                         CALCULATION OF REGISTRATION FEE

                                   Proposed     Proposed
                                   Maximum      Maximum
Title of            Amount         Offering     Aggregate      Amount of
Securities           to be         Price        Offering     Registration
to be Registered  Registered(1)    Per Share     Price          Fee(2)

Common Stock,       8,682.00     $ 5.76      $   50,008.32
par value          75,539.25       6.19         467,587.96
$.01 per share        868.00       9.21           7,994.28
                   15,050.00       9.50         142,975.00
                   26,461.00       9.98         264,080.78
                    5,513.00      10.20          56,232.60
                    5,513.00      10.66          58,768.58
                  209,475.00      11.11       2,327,267.25
                  155,624.00      11.23       1,747,657.52
                  109,755.00      11.55       1,267,670.25
                   27,563.00      11.56         318,628.28
                    1,103.00      11.67          12,872.01
                      500.00      13.13           6,565.00
                      210.00      13.33           2,799.30
                      105.00      13.69           1,437.45
                      105.00      13.81           1,450.05
                   92,611.00      14.05         1,301,184.55
                  213,997.75      14.50         3,102,967.38

TOTAL             948,675.00                   11,138,146.56       $ 3,840.74


(1)      Also  registered  hereunder  are such  additional  number  of shares of
         common stock, presently indeterminable,  as may be necessary to satisfy
         the  antidilution  provisions  of the Plan to which  this  Registration
         Statement relates.

(2)      The  registration  fee has been calculated on the basis of the price at
         which the options may be exercised and, in the case where such price is
         not known,  the average of the high and low prices of $15.00 and $14.00
         on the Nasdaq National Market on September 3, 1996.
<PAGE>
                                      NOTE


         This  Registration  Statement  is being filed solely for the purpose of
registering  948,675  additional shares of Common Stock of Litchfield  Financial
Corporation  issuable  pursuant  to the 1990 Stock  Purchase  Plan (the  "Plan")
originally  adopted in 1990. The total number of shares  issuable under the Plan
is 1,122,319,  of which 173,644  shares were  previously  registered on Form S-8
(Reg. No. 33-49276).  Pursuant to instruction E to Form S-8, the contents of the
Registration  Statement  on Form S-8  (Registration  No.  33-49276)  are  herein
incorporated by reference.

Item 5.  Interests of Named Experts and Counsel

         The   consolidated   financial   statements  of  Litchfield   Financial
Corporation  incorporated  by reference in  Litchfield  Financial  Corporation's
Annual  Report  (Form  10-K) for the year ended  December  31,  1995,  have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon  incorporated by reference therein and incorporated herein by reference.
Such financial  statements are, and audited financial  statements to be included
in subsequently  filed documents will be,  incorporated  herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents  filed with the  Securities and Exchange  Commission)
given upon the authority of such firm as experts in accounting and auditing.

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar,  A  Professional  Corporation,  Boston,  Massachusetts.   Attorneys  at
Hutchins,  Wheeler & Dittmar, A Professional Corporation,  own or have the right
to acquire an aggregate of 7,248 shares of the Company's Common Stock.

Item 8.           Exhibits.

Number            Description

 4.1        Litchfield Financial Corporation 1990 Stock Option Plan, as amended.

 5.1        Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

23.1        Consent of Independent Public Accountants

23.2        Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
            (included in Exhibit 5.1).
<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 has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Stamford, Vermont on September 4, 1996.

                                       LITCHFIELD FINANCIAL CORPORATION

                                       By:      s/ Richard A. Stratton
                                          Richard A. Stratton
                                          President

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

                                 Title                            Date

 s/  Richard A. Stratton      President, Chief               September 3, 1996
 Richard A. Stratton          Executive Officer,
                              and Director

 s/  Heather A. Sica          Executive Vice President,      September 3, 1996
 Heather A. Sica              Clerk, Treasurer,
                              and Director

 s/  Ronald E. Rabidou        Chief Financial                September 3, 1996
 Ronald E. Rabidou            Officer

 s/  Donald R. Dion, Jr.      Director                       September 3, 1996
 Donald R. Dion, Jr.

 s/  David J. Ferrari         Director                       September 3, 1996
 David J. Ferrari

 s/  Gerald Segel             Director                       September 3, 1996
 Gerald Segel

 s/  John A. Costa            Director                       September 3, 1996
 John A. Costa

 s/  James Westra             Director                       September 3, 1996
 James Westra
<PAGE>
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{"company-data": {"conformed-name": "LITCHFIELD FINANCIAL CORP /MA", "cik": "0000882515", "assigned-sic": "6162", "irs-number": "043023928", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11531", "film-number": "96626915"}, "business-address": {"street1": "789 MAIN ROAD", "city": "STAMFORD", "state": "VT", "zip": "05352", "phone": "8026941200"}, "mail-address": {"street1": "789 MAIN RD", "city": "STAMFORD", "state": "VT", "zip": "05352"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                        LITCHFIELD FINANCIAL CORPORATION
               (Exact name of issuer as specified in its charter)

                            Massachusetts 04-3023928
          (State of Incorporation) (IRS Employer Identification Number)

                     789 Main Road, Stamford, Vermont 05352
              (Address and Zip Code of Principal Executive Offices)

                        LITCHFIELD FINANCIAL CORPORATION

                             1990 Stock Option Plan
                            (Full title of the Plan)

                         Richard A. Stratton, President
                        Litchfield Financial Corporation
                                  789 Main Road
                             Stamford, Vermont 05352
                                 (802) 694-1200

              (Name, address and telephone number of agent service)

                                    Copy to:
                                Mary Ellen O'Mara
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
CALCULATION OF REGISTRATION FEE

                                   Proposed     Proposed
                                   Maximum      Maximum
Title of            Amount         Offering     Aggregate      Amount of
Securities           to be         Price        Offering     Registration
to be Registered  Registered(1)    Per Share     Price          Fee(2)

Common Stock,       8,682.00     $ 5.76      $   50,008.32
par value          75,539.25       6.19         467,587.96
$.01 per share        868.00       9.21           7,994.28
                   15,050.00       9.50         142,975.00
                   26,461.00       9.98         264,080.78
                    5,513.00      10.20          56,232.60
                    5,513.00      10.66          58,768.58
                  209,475.00      11.11       2,327,267.25
                  155,624.00      11.23       1,747,657.52
                  109,755.00      11.55       1,267,670.25
                   27,563.00      11.56         318,628.28
                    1,103.00      11.67          12,872.01
                      500.00      13.13           6,565.00
                      210.00      13.33           2,799.30
                      105.00      13.69           1,437.45
                      105.00      13.81           1,450.05
                   92,611.00      14.05         1,301,184.55
                  213,997.75      14.50         3,102,967.38

TOTAL             948,675.00                   11,138,146.56       $ 3,840.74

(1)      Also  registered  hereunder  are such  additional  number  of shares of
         common stock, presently indeterminable,  as may be necessary to satisfy
         the  antidilution  provisions  of the Plan to which  this  Registration
         Statement relates.

(2)      The  registration  fee has been calculated on the basis of the price at
         which the options may be exercised and, in the case where such price is
         not known,  the average of the high and low prices of $15.00 and $14.00
         on the Nasdaq National Market on September 3, 1996.
NOTE

         This  Registration  Statement  is being filed solely for the purpose of
registering  948,675  additional shares of Common Stock of Litchfield  Financial
Corporation  issuable  pursuant  to the 1990 Stock  Purchase  Plan (the  "Plan")
originally  adopted in 1990. The total number of shares  issuable under the Plan
is 1,122,319,  of which 173,644  shares were  previously  registered on Form S-8
(Reg. No. 33-49276).  Pursuant to instruction E to Form S-8, the contents of the
Registration  Statement  on Form S-8  (Registration  No.  33-49276)  are  herein
incorporated by reference.

Item 5.  Interests of Named Experts and Counsel

         The   consolidated   financial   statements  of  Litchfield   Financial
Corporation  incorporated  by reference in  Litchfield  Financial  Corporation's
Annual  Report  (Form  10-K) for the year ended  December  31,  1995,  have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon  incorporated by reference therein and incorporated herein by reference.
Such financial  statements are, and audited financial  statements to be included
in subsequently  filed documents will be,  incorporated  herein in reliance upon
the reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents  filed with the  Securities and Exchange  Commission)
given upon the authority of such firm as experts in accounting and auditing.

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar,  A  Professional  Corporation,  Boston,  Massachusetts.   Attorneys  at
Hutchins,  Wheeler & Dittmar, A Professional Corporation,  own or have the right
to acquire an aggregate of 7,248 shares of the Company's Common Stock.

Item 8.           Exhibits.

Number            Description

 4.1        Litchfield Financial Corporation 1990 Stock Option Plan, as amended.

 5.1        Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.

23.1        Consent of Independent Public Accountants

23.2        Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
            (included in Exhibit 5.1).
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 has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Stamford, Vermont on September 4, 1996.

                                       LITCHFIELD FINANCIAL CORPORATION

                                       By:      s/ Richard A. Stratton
                                          Richard A. Stratton
                                          President

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

                                 Title                            Date

 s/  Richard A. Stratton      President, Chief               September 3, 1996
 Richard A. Stratton          Executive Officer,
                              and Director

 s/  Heather A. Sica          Executive Vice President,      September 3, 1996
 Heather A. Sica              Clerk, Treasurer,
                              and Director

 s/  Ronald E. Rabidou        Chief Financial                September 3, 1996
 Ronald E. Rabidou            Officer

 s/  Donald R. Dion, Jr.      Director                       September 3, 1996
 Donald R. Dion, Jr.

 s/  David J. Ferrari         Director                       September 3, 1996
 David J. Ferrari

 s/  Gerald Segel             Director                       September 3, 1996
 Gerald Segel

 s/  John A. Costa            Director                       September 3, 1996
 John A. Costa

 s/  James Westra             Director                       September 3, 1996
 James Westra