July 24, 2009

VIA EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:      First Litchfield Financial Corporation
         Request to Withdraw Registration Statement on Form S-3
         (File Number 333-160516)

Ladies and Gentlemen:

         First  Litchfield  Financial  Corporation  filed  the  above-referenced
registration  statement on Form S-3 on July 10, 2009. The registration statement
has not been declared effective.

         Pursuant  to Rule 477 under the  Securities  Act of 1933,  as  amended,
First Litchfield  Financial  Corporation  hereby requests that such registration
statement   together  with  all  exhibits   thereto  be  withdrawn  as  soon  as
practicable.  No securities  were offered or sold  pursuant to the  registration
statement.  First  Litchfield  Financial  Corporation  requests this  withdrawal
because  it has been  informed  by the  staff of the  Commission  that it is not
eligible to use Form S-3 for the proposed offering.

         The filing fee was paid by electronic  wire transfer to the Commission.
First Litchfield Financial  Corporation requests that such fee be applied to its
account with the Commission.

         Please provide a copy of the order granting withdrawal via facsimile to
our counsel, Thomas A. Klee of Cranmore, FitzGerald & Meaney, at (860) 522-3379.

         If you have any questions, please contact Mr. Klee at (860) 522-9100.

                                          Sincerely,

                                          First Litchfield Financial Corporation

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