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

                1995 Stock Option Plan for Non-Employee Directors
                            (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 for 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
      Title of                       Maximum       Maximum
      Securities      Amount         Offering      Aggregate     Amount of
      to be           to be          Price         Offering      Registration
      Registered     Registered (1)  Per Share     Price         Fee (2)

      Common         22,050 shares    $12.02    $  265,041
      Stock, par
      value $.01     44,100 shares    $14.50    $  639,450
      per share



TOTAL                66,150 shares              $  904,491           $ 311.89




                         (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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange Act of 1934 (prior to the filing of a  Post-Effective  Amendment  which
indicates that all securities  offered 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 thereof from the date
of filing of such documents.

        (a) The Company's  latest annual report filed  pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of 1934  and the  Company's  latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, which
contains, either directly or by
<PAGE>
incorporation  by  reference,  audited  financial  statements  for the Company's
latest fiscal year for which such statements have been filed.

   (b) All of the  reports  filed  pursuant  to  Section  13(a)  or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Prospectus referred to in (a) above.

   (c) The  description of the Company's  Common Stock which is contained in the
Registration  Statement on Form S-1  (Registration  No.  33-97414)  filed by the
Company  with the  Securities  and  Exchange  Commission  on October  18,  1995,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

Item 4.  Description of Securities

   Inapplicable

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 6.  Indemnification of Directors and Officers

   Section  67 of  Chapter  156B  of the  General  Laws of the  Commonwealth  of
Massachusetts provides as follows:

   "Section 67.  Indemnification  of  directors,  officers,  employees and other
agents of a  corporation,  and persons  who serve at its  request as  directors,
officers, employees or other agents of another organization, or who serve at its
request in any  capacity  with  respect to any  employee  benefit  plan,  may be
provided by it to whatever extent shall be specified in or authorized by (i) the
articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
vote  adopted by the  holders of a majority  of the shares of stock  entitled to
vote on the
<PAGE>
election  of  directors.  Except as the  articles  of  organization  or  by-laws
otherwise  require,  indemnification of any persons referred to in the preceding
sentence who are not directors of the  corporation  may be provided by it to the
extent authorized by the directors.  Such indemnification may include payment by
the corporation of expenses  incurred in defending a civil or criminal action or
proceeding  in advance of the final  disposition  of such action or  proceeding,
upon receipt of an undertaking  by the person  indemnified to repay such payment
if he shall be  adjudicated  to be not  entitled to  indemnification  under this
section which  undertaking  may be accepted  without  reference to the financial
ability  of such  person  to make  repayment.  Any such  indemnification  may be
provided  although  the  person  to be  indemnified  is no  longer  an  officer,
director,  employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.

   No  indemnification  shall be  provided  for any person  with  respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with  respect  to an  employee  benefit  plan,  in  the  best  interests  of the
participants or beneficiaries of such employee benefit plan.

   The absence of any express provision for indemnification  shall not limit any
right of indemnification existing independently of this section.

   A corporation  shall have power to purchase and maintain  insurance on behalf
of any person who is or was a director,  officer, employee or other agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee  or other  agent of another  organization  or with
respect to any employee benefit plan,  against any liability  incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would have the power to indemnify him against such liability."

   Article 7 of the Amended  and  Restated  By-Laws of the  Company  provides as
follows:

   "Section 7.1  Definitions

   For purposes of this Article 7:

   (a)  "Director/officer"  means any  person  who is serving or has served as a
Director,  officer,  employee or other  agent of the  Corporation  appointed  or
elected by the Board of Directors or the stockholders of the Corporation, or who
is serving  or has  served at the  request  of the  Corporation  as a  Director,
officer,  trustee,  principal,  partner,  employee  or other  agent of any other
organization.

   (b)  "Proceeding"  means any action,  suit or proceeding,  civil or criminal,
brought  or  threatened  in or before  any court,  tribunal,  administrative  or
legislative body or agency.
<PAGE>
   (c)  "Expense"  means  any  fine or  penalty,  and any  liability  fixed by a
judgment,  order,  decree or award in a Proceeding and any professional fees and
other disbursements reasonably incurred in connection with a Proceeding.

   Section 7.2  Right to Indemnification

   Except as  limited  by law or as  provided  in  Sections  7.3 and 7.4 of this
Article 7, each  Director/officer  (and his heirs and personal  representatives)
shall be indemnified by the Corporation  against any Expenses incurred by him in
connection  with  each  Proceeding  in which he is  involved  as a result of his
serving or having served as a Director/officer.

   Section 7.3  Indemnification not Available

   No indemnification  shall be provided to a Director/officer with respect to a
Proceeding  as to which it shall  have been  adjudicated  that he did not act in
good faith in the reasonable belief that his action was in the best interests of
the Corporation.

   Section 7.4  Compromise or Settlement

   In the event that a Proceeding is  compromised or settled so as to impose any
liability  or  obligation  on a  Director/officer  or upon the  Corporation,  no
indemnification  shall be provided as to said  Director/officer  with respect to
such Proceeding if such Director/officer shall have been adjudicated not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interests of the Corporation.

   Section 7.5  Advances

   The Corporation shall pay sums on account of  indemnification in advance of a
final  disposition  of a  Proceeding  upon  receipt  of an  undertaking  by  the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification  pursuant to Sections 7.3 and 7.4 hereof,  which
undertaking may be accepted without  reference to the financial  ability of such
person to make repayment.

   Section 7.6  Not Exclusive

   Nothing in this  Article 7 shall limit any lawful  rights to  indemnification
existing independently of this Article 7.

   Section 7.7  Insurance

   The  provisions  of this  Article 7 shall not limit the power of the Board of
Directors to authorize  the purchase and  maintenance  of insurance on behalf of
any Director/officer  against any Expense,  whether or not the Corporation would
have the power to indemnify him against such Expense under this Article 7."
<PAGE>

Item 7.            Exemption from Registration Claimed

                        Inapplicable

Item 8.  Exhibits

Number     Description

 4.1       Litchfield Financial Corporation 1995 Stock Option Plan for 
           Non-Employee Directors

 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).

Item 9.            Undertakings

        The undersigned Registrant hereby undertakes the following:

        (a)       The undersigned Registrant hereby undertakes:

            (1) To file,  during  any  period  in which  offers or sales are
being made, a post-effective amendment to this registration statement:

               (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 in the
                    information set forth in the registration statement.

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in
<PAGE>

periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference 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.

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

        (c) The  undersigned  registrant  hereby  undertakes,  that,  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 or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<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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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

                1995 Stock Option Plan for Non-Employee Directors
                            (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 for 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
      Title of                       Maximum       Maximum
      Securities      Amount         Offering      Aggregate     Amount of
      to be           to be          Price         Offering      Registration
      Registered     Registered (1)  Per Share     Price         Fee (2)

      Common         22,050 shares    $12.02    $  265,041
      Stock, par
      value $.01     44,100 shares    $14.50    $  639,450
      per share

TOTAL                66,150 shares              $  904,491           $ 311.89

                         (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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange Act of 1934 (prior to the filing of a  Post-Effective  Amendment  which
indicates that all securities  offered 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 thereof from the date
of filing of such documents.

        (a) The Company's  latest annual report filed  pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of 1934  and the  Company's  latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, which
contains, either directly or by
incorporation  by  reference,  audited  financial  statements  for the Company's
latest fiscal year for which such statements have been filed.

   (b) All of the  reports  filed  pursuant  to  Section  13(a)  or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
Prospectus referred to in (a) above.

   (c) The  description of the Company's  Common Stock which is contained in the
Registration  Statement on Form S-1  (Registration  No.  33-97414)  filed by the
Company  with the  Securities  and  Exchange  Commission  on October  18,  1995,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

Item 4.  Description of Securities

   Inapplicable

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 6.  Indemnification of Directors and Officers

   Section  67 of  Chapter  156B  of the  General  Laws of the  Commonwealth  of
Massachusetts provides as follows:

   "Section 67.  Indemnification  of  directors,  officers,  employees and other
agents of a  corporation,  and persons  who serve at its  request as  directors,
officers, employees or other agents of another organization, or who serve at its
request in any  capacity  with  respect to any  employee  benefit  plan,  may be
provided by it to whatever extent shall be specified in or authorized by (i) the
articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
vote  adopted by the  holders of a majority  of the shares of stock  entitled to
vote on the
election  of  directors.  Except as the  articles  of  organization  or  by-laws
otherwise  require,  indemnification of any persons referred to in the preceding
sentence who are not directors of the  corporation  may be provided by it to the
extent authorized by the directors.  Such indemnification may include payment by
the corporation of expenses  incurred in defending a civil or criminal action or
proceeding  in advance of the final  disposition  of such action or  proceeding,
upon receipt of an undertaking  by the person  indemnified to repay such payment
if he shall be  adjudicated  to be not  entitled to  indemnification  under this
section which  undertaking  may be accepted  without  reference to the financial
ability  of such  person  to make  repayment.  Any such  indemnification  may be
provided  although  the  person  to be  indemnified  is no  longer  an  officer,
director,  employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.

   No  indemnification  shall be  provided  for any person  with  respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with  respect  to an  employee  benefit  plan,  in  the  best  interests  of the
participants or beneficiaries of such employee benefit plan.

   The absence of any express provision for indemnification  shall not limit any
right of indemnification existing independently of this section.

   A corporation  shall have power to purchase and maintain  insurance on behalf
of any person who is or was a director,  officer, employee or other agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer,  employee  or other  agent of another  organization  or with
respect to any employee benefit plan,  against any liability  incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would have the power to indemnify him against such liability."

   Article 7 of the Amended  and  Restated  By-Laws of the  Company  provides as
follows:

   "Section 7.1  Definitions

   For purposes of this Article 7:

   (a)  "Director/officer"  means any  person  who is serving or has served as a
Director,  officer,  employee or other  agent of the  Corporation  appointed  or
elected by the Board of Directors or the stockholders of the Corporation, or who
is serving  or has  served at the  request  of the  Corporation  as a  Director,
officer,  trustee,  principal,  partner,  employee  or other  agent of any other
organization.

   (b)  "Proceeding"  means any action,  suit or proceeding,  civil or criminal,
brought  or  threatened  in or before  any court,  tribunal,  administrative  or
legislative body or agency.
(c)  "Expense"  means  any  fine or  penalty,  and any  liability  fixed by a
judgment,  order,  decree or award in a Proceeding and any professional fees and
other disbursements reasonably incurred in connection with a Proceeding.

   Section 7.2  Right to Indemnification

   Except as  limited  by law or as  provided  in  Sections  7.3 and 7.4 of this
Article 7, each  Director/officer  (and his heirs and personal  representatives)
shall be indemnified by the Corporation  against any Expenses incurred by him in
connection  with  each  Proceeding  in which he is  involved  as a result of his
serving or having served as a Director/officer.

   Section 7.3  Indemnification not Available

   No indemnification  shall be provided to a Director/officer with respect to a
Proceeding  as to which it shall  have been  adjudicated  that he did not act in
good faith in the reasonable belief that his action was in the best interests of
the Corporation.

   Section 7.4  Compromise or Settlement

   In the event that a Proceeding is  compromised or settled so as to impose any
liability  or  obligation  on a  Director/officer  or upon the  Corporation,  no
indemnification  shall be provided as to said  Director/officer  with respect to
such Proceeding if such Director/officer shall have been adjudicated not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interests of the Corporation.

   Section 7.5  Advances

   The Corporation shall pay sums on account of  indemnification in advance of a
final  disposition  of a  Proceeding  upon  receipt  of an  undertaking  by  the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification  pursuant to Sections 7.3 and 7.4 hereof,  which
undertaking may be accepted without  reference to the financial  ability of such
person to make repayment.

   Section 7.6  Not Exclusive

   Nothing in this  Article 7 shall limit any lawful  rights to  indemnification
existing independently of this Article 7.

   Section 7.7  Insurance

   The  provisions  of this  Article 7 shall not limit the power of the Board of
Directors to authorize  the purchase and  maintenance  of insurance on behalf of
any Director/officer  against any Expense,  whether or not the Corporation would
have the power to indemnify him against such Expense under this Article 7."
Item 7.            Exemption from Registration Claimed

                        Inapplicable

Item 8.  Exhibits

Number     Description

 4.1       Litchfield Financial Corporation 1995 Stock Option Plan for 
           Non-Employee Directors

 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).

Item 9.            Undertakings

        The undersigned Registrant hereby undertakes the following:

        (a)       The undersigned Registrant hereby undertakes:

            (1) To file,  during  any  period  in which  offers or sales are
being made, a post-effective amendment to this registration statement:

               (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 in the
                    information set forth in the registration statement.

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference 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.

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

        (c) The  undersigned  registrant  hereby  undertakes,  that,  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 or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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