As filed with the Securities and Exchange Commission on October 3, 2001
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     ---------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     ---------------------------------------

                        TRI-COUNTY FINANCIAL CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

          MARYLAND                                                52-1652138
-------------------------------                             --------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                              3035 LEONARDTOWN ROAD
                             WALDORF, MARYLAND 20604
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                        TRI-COUNTY FINANCIAL CORPORATION
          1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED
          -------------------------------------------------------------
                            (Full Title of the Plan)

                         MICHAEL L. MIDDLETON, PRESIDENT
                        TRI-COUNTY FINANCIAL CORPORATION
                              3035 LEONARDTOWN ROAD
                             WALDORF, MARYLAND 20604
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (301) 843-0854
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                            JAMES C. STEWART, ESQUIRE
                STRADLEY RONON HOUSLEY KANTARIAN & Bronstein, LLP
                        1220 19TH STREET N.W., SUITE 700
                             WASHINGTON, D.C. 20036

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE

===============================================================================================================
                                                     Proposed Maximum     Proposed Maximum           Amount of
     Title of Securities              Amount To Be    Offering Price     Aggregate Offering        Registration
     To Be Registered                  Registered        Per Share             Price                    Fee
---------------------------------------------------------------------------------------------------------------
        <S>                            <C>                  <C>             <C>                      <C>
        Common Stock,
        $.01 par value                 11,624 (1)           (2)             $ 276,444 (2)            $ 69.11
===============================================================================================================
<FN>
_________________
(1)  Consists of 9,600  additional  shares issuable under  Tri-County  Financial
     Corporation 1995 Stock Option Plan for Non-Employee  Directors,  As Amended
     and 2,024 shares issuable under previously  granted options as such amounts
     may be  increased  in  accordance  with said plan in the event of a merger,
     consolidation, recapitalization or similar event involving the Registrant.
(2)  9,600 shares being registered  hereby are presently subject to option at an
     exercise  price of $26.65 per share  ($255,840 in the  aggregate) and 2,024
     shares  being  registered  hereby  are  presently  subject  to option at an
     exercise price of $10.18 per share ($20,604 in the aggregate).
</FN>
</TABLE>
<PAGE>

                                  * * * * * * *

Note:   This registration statement registers 11,624 additional shares of Common
        Stock of the Registrant to be issued under the Tri-County Financial
        Corporation 1995 Stock Option Plan for Directors, As Amended for which
        to registration statements on Form S-8 (Commission File Nos. 333-2056
        and 333-79237), have been filed and are effective. In accordance with
        General Instruction E to Form S-8, this registration statement
        incorporates by reference the contents of those registration statements.

                                  * * * * * * *
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of  Waldorf,  State of  Maryland,  on this  25th day of
September, 2001.

                                      TRI-COUNTY FINANCIAL CORPORATION


                                      By:  /s/ Michael L. Middleton
                                           --------------------------
                                           Michael L. Middleton
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned Directors of Tri-County Financial  Corporation,  hereby
severally  constitute and appoint Michael L.  Middleton,  who may act, with full
power of substitution, our true and lawful attorney and agent, to do any and all
things in our names in the  capacities  indicated  below  which said  Michael L.
Middleton  who may act, may deem  necessary  or  advisable to enable  Tri-County
Financial Corporation to comply with the Securities Act of 1933, as amended, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,   in  connection  with  the  registration  of  Tri-County  Financial
Corporation common stock, including specifically,  but not limited to, power and
authority to sign for 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 Michael L.
Middleton shall do or cause to be done by virtue thereof.

     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.
<TABLE>
<CAPTION>
             SIGNATURES                                 TITLE                                        DATE
             ----------                                 -----                                        ----

<S>                                         <C>                                                <C>
By: /s/ Michael L. Middleton                President, Chief Executive Officer                 September 25, 2001
    ---------------------------------       and Chairman of the Board
        Michael L. Middleton                (Principal Executive Officer)


By: /s/ William J. Pasenelli                Chief Financial Officer                            September 25, 2001
    ---------------------------------       (Chief Financial and Accounting Officer)
        William J. Pasenelli


By: /s/ C. Marie Brown                      Chief Operating Officer and Director               September 25, 2001
    ---------------------------------
        C. Marie Brown


By: /s/ H. Beaman Smith                     Secretary/Treasurer and Director                   September 25, 2001
    ---------------------------------
        H. Beaman Smith


By: /s/ W. Edelen Gough, Jr.                Director                                           September 25, 2001
    ---------------------------------
        W. Edelen Gough, Jr.


By: /s/ Catherine A. Askey                  Director                                           September 25, 2001
    ---------------------------------
        Catherine A. Askey


By: /s/ Louis P. Jenkins, Jr.               Director                                           September 25, 2001
    ---------------------------------
        Louis P. Jenkins, Jr.


By: /s/ Herbert N. Redmond, Jr.             Director                                           September 25, 2001
    ---------------------------------
        Herbert N. Redmond, Jr.
</TABLE>
<PAGE>

                                INDEX TO EXHIBITS


         EXHIBIT           DESCRIPTION
         -------           -----------

         5                 Opinion of Stradley Ronon Stevens & Young, LLP

         23.1              Consent of  Stradley  Ronon  Stevens & Young,  LLP
                           (appears in their  opinion  filed as Exhibit 5)

         23.2              Consent of Stegman & Company

         24                Power of Attorney (contained in the signature page to
                           this registration statement)

         99.1              Tri-County Financial Corporation 1995 Stock Option
                           Plan for Non-Employee  Directors,  As Amended

         99.2              Form of Stock  Option  Agreement  to be  entered into
                           with  Options granted  under The Tri-County Financial
                           Corporation 1995 Stock Option Plan for Non-Employee
                           Directors,  As Amended
[{"type": "S-8", "sequence": "1", "filename": "fms81995sop-1494.txt", "description": "FORM S8 - 1995 SOP", "secsgml_size_bytes": 9958}]
{"company-data": {"conformed-name": "TRI COUNTY FINANCIAL CORP /MD/", "cik": "0000855874", "assigned-sic": "6022", "irs-number": "520692188", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70800", "film-number": "1751119"}, "business-address": {"street1": "3035 LEONARDTOWN RD", "street2": "P O BOX 38", "city": "WALDORF", "state": "MD", "zip": "20601", "phone": "3016455601"}, "mail-address": {"street1": "3035 LEONARDTOWN ROAD", "city": "WALDORF", "state": "MD", "zip": "20601"}}
As filed with the Securities and Exchange Commission on October 3, 2001
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     ---------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     ---------------------------------------

                        TRI-COUNTY FINANCIAL CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

          MARYLAND                                                52-1652138
-------------------------------                             --------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                              3035 LEONARDTOWN ROAD
                             WALDORF, MARYLAND 20604
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                        TRI-COUNTY FINANCIAL CORPORATION
          1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED
          -------------------------------------------------------------
                            (Full Title of the Plan)

                         MICHAEL L. MIDDLETON, PRESIDENT
                        TRI-COUNTY FINANCIAL CORPORATION
                              3035 LEONARDTOWN ROAD
                             WALDORF, MARYLAND 20604
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (301) 843-0854
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                            JAMES C. STEWART, ESQUIRE
                STRADLEY RONON HOUSLEY KANTARIAN & Bronstein, LLP
                        1220 19TH STREET N.W., SUITE 700
                             WASHINGTON, D.C. 20036
CALCULATION OF REGISTRATION FEE

===============================================================================================================
                                                     Proposed Maximum     Proposed Maximum           Amount of
     Title of Securities              Amount To Be    Offering Price     Aggregate Offering        Registration
     To Be Registered                  Registered        Per Share             Price                    Fee
---------------------------------------------------------------------------------------------------------------
Common Stock,
        $.01 par value                 11,624 (1)           (2)             $ 276,444 (2)            $ 69.11
===============================================================================================================
_________________
(1)  Consists of 9,600  additional  shares issuable under  Tri-County  Financial
     Corporation 1995 Stock Option Plan for Non-Employee  Directors,  As Amended
     and 2,024 shares issuable under previously  granted options as such amounts
     may be  increased  in  accordance  with said plan in the event of a merger,
     consolidation, recapitalization or similar event involving the Registrant.
(2)  9,600 shares being registered  hereby are presently subject to option at an
     exercise  price of $26.65 per share  ($255,840 in the  aggregate) and 2,024
     shares  being  registered  hereby  are  presently  subject  to option at an
     exercise price of $10.18 per share ($20,604 in the aggregate).
* * * * * * *

Note:   This registration statement registers 11,624 additional shares of Common
        Stock of the Registrant to be issued under the Tri-County Financial
        Corporation 1995 Stock Option Plan for Directors, As Amended for which
        to registration statements on Form S-8 (Commission File Nos. 333-2056
        and 333-79237), have been filed and are effective. In accordance with
        General Instruction E to Form S-8, this registration statement
        incorporates by reference the contents of those registration statements.

                                  * * * * * * *
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of  Waldorf,  State of  Maryland,  on this  25th day of
September, 2001.

                                      TRI-COUNTY FINANCIAL CORPORATION

                                      By:  /s/ Michael L. Middleton
                                           --------------------------
                                           Michael L. Middleton
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned Directors of Tri-County Financial  Corporation,  hereby
severally  constitute and appoint Michael L.  Middleton,  who may act, with full
power of substitution, our true and lawful attorney and agent, to do any and all
things in our names in the  capacities  indicated  below  which said  Michael L.
Middleton  who may act, may deem  necessary  or  advisable to enable  Tri-County
Financial Corporation to comply with the Securities Act of 1933, as amended, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,   in  connection  with  the  registration  of  Tri-County  Financial
Corporation common stock, including specifically,  but not limited to, power and
authority to sign for 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 Michael L.
Middleton shall do or cause to be done by virtue thereof.

     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.
SIGNATURES                                 TITLE                                        DATE
             ----------                                 -----                                        ----
By: /s/ Michael L. Middleton                President, Chief Executive Officer                 September 25, 2001
    ---------------------------------       and Chairman of the Board
        Michael L. Middleton                (Principal Executive Officer)

By: /s/ William J. Pasenelli                Chief Financial Officer                            September 25, 2001
    ---------------------------------       (Chief Financial and Accounting Officer)
        William J. Pasenelli

By: /s/ C. Marie Brown                      Chief Operating Officer and Director               September 25, 2001
    ---------------------------------
        C. Marie Brown

By: /s/ H. Beaman Smith                     Secretary/Treasurer and Director                   September 25, 2001
    ---------------------------------
        H. Beaman Smith

By: /s/ W. Edelen Gough, Jr.                Director                                           September 25, 2001
    ---------------------------------
        W. Edelen Gough, Jr.

By: /s/ Catherine A. Askey                  Director                                           September 25, 2001
    ---------------------------------
        Catherine A. Askey

By: /s/ Louis P. Jenkins, Jr.               Director                                           September 25, 2001
    ---------------------------------
        Louis P. Jenkins, Jr.

By: /s/ Herbert N. Redmond, Jr.             Director                                           September 25, 2001
    ---------------------------------
        Herbert N. Redmond, Jr.
INDEX TO EXHIBITS

         EXHIBIT           DESCRIPTION
         -------           -----------

         5                 Opinion of Stradley Ronon Stevens & Young, LLP

         23.1              Consent of  Stradley  Ronon  Stevens & Young,  LLP
                           (appears in their  opinion  filed as Exhibit 5)

         23.2              Consent of Stegman & Company

         24                Power of Attorney (contained in the signature page to
                           this registration statement)

         99.1              Tri-County Financial Corporation 1995 Stock Option
                           Plan for Non-Employee  Directors,  As Amended

         99.2              Form of Stock  Option  Agreement  to be  entered into
                           with  Options granted  under The Tri-County Financial
                           Corporation 1995 Stock Option Plan for Non-Employee
                           Directors,  As Amended