SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                           __________________________

                                    FORM 8-K
                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



         Date of Report (Date of earliest event reported): July 23, 2002



                        Tri-County Financial Corporation
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             (Exact Name of Registrant as Specified in Its Charter)



      MARYLAND                            0-18279                  52-1652138
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(State or Other Jurisdiction       Commission File Number    (I.R.S. Employer
    of Incorporation)                                        Identification No.)


                 3035 Leonardtown Road, Waldorf, Maryland 20601
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               (Address of Principal Executive Offices) (Zip Code)



       Registrant's Telephone Number, Including Area Code: (301) 843-0854
                                                           --------------

                                 Not applicable
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



ITEM 5.    OTHER EVENTS.
           ------------

     On July 23, 2002, the Board of Directors of the  Registrant  announced that
it was commencing a stock  repurchase  program to acquire up to 38,000 shares of
its common stock, representing approximately 5% of the outstanding common stock.

     Further information  regarding the stock repurchase is set forth in a press
release dated July 25, 2002,  attached as Exhibit 99 and incorporated  herein by
reference.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
           ------------------------------------------------------------------

     The  following  exhibits are being filed as part of this Current  Report on
Form 8-K:

         Number                     Description
         ------                     -----------

           99                       Press Release dated July 25, 2002


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                     TRI-COUNTY FINANCIAL CORPORATION


Dated: July 24, 2002                 By: /s/ Michael L. Middleton
                                         ---------------------------------------
                                         Michael L. Middleton
                                         President
                                         (Duly Authorized Representative)