UNITED STATES
                       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): August 24, 2006
                                                          ---------------

                     FIRST LITCHFIELD FINANCIAL CORPORATION
                     --------------------------------------
               (Exact name of Registrant as Specified in Charter)

         Delaware                  0-28815                 06-1241321
         --------                  -------                 ----------
State or other Jurisdiction      (Commission             (IRS Employer
    of Incorporation)            File Number)          Identification No.)


    13  North Street, Litchfield, Connecticut                 06759
    -----------------------------------------                 -----
     (Address of Principal Executive Offices)               (Zip Code)

       Registrant's telephone number, including area code: (860) 567-8752
                                                           --------------

                                       N/A
                                       ---
          (Former Name or Former Address, if Changed Since Last Report)


Check the  appropriate  box below if the Form 8-K is intended to  simultaneously
satisfy the filing  obligations  of the  registrant  under any of the  following
provisions (see General Instructions A.2. below):

[_]      Written  communications  pursuant to Rule 425 under the  Securities Act
         (12 C.F.R. 230.425)

[_]      Soliciting  material  pursuant to Rule 14a-2 under the Exchange Act (17
         C.F.R. 240.14a-12)

[_]      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 C.F.R. 240.14d-2(b))

[_]      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 C.F.R. 240.13e-4(c))




Section 8.  Other Events.
            ------------

           Item 8.01.  Other Events.
                       ------------

             The Board of Directors of First  Litchfield  Financial  Corporation
declared a $0.15 per share  quarterly  cash  dividend at their  August 24, 2006,
Board  Meeting.  The quarterly cash dividend will be paid on October 24, 2006 to
stockholders of record as of September 7, 2006.

Section 9. Financial Statements and Exhibits
           ---------------------------------

           Item 9.01  Financial Statements and Exhibits.
                      ---------------------------------

           (a) Not applicable.
           (b) Not applicable.
           (c) Exhibits.
               99.1  Press release dated August 24, 2006


                                   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 hereto duly authorized.


                                        FIRST LITCHFIELD FINANCIAL CORPORATION


                                        By:     /s/ Joseph J. Greco
                                             -----------------------------------
                                             President & Chief Executive Officer


Dated:  August 24, 2006


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