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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 Commission
event reported): September 19, 1997 File Number 0-18279
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Tri-County Financial Corporation
(Exact Name of Registrant as Specified in Charter)
Maryland 52-0692188
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(State or other jurisdiction (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) 645-5601
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Item 4 - Changes in Registrant's Certifying Accountant
1. Effective September 19, 1997, the Board of Directors, acting
as the Audit Committee, of Tri-County Financial Corporation
("Tri-County") voted to dismiss its prior certifying
accountants, Deloitte & Touche LLP, and to retain as its new
certifying accountant, Stegman & Company.
2. During Tri-County's two most recent fiscal years ending
December 31, 1996, Deloitte & Touche, LLP's reports on Tri-
County's financial statements contained no adverse opinion or
disclaimer of opinion, and were not qualified as to
uncertainty, audit scope or accounting principles.
3. During Tri-County's two most recent fiscal years ending
December 31, 1996, and through September 19, 1997, there were
no disagreements with Deloitte & Touche, LLP on any matter of
accounting principles or practices, financial statement
disclosure, auditing scope or procedure which disagreements,
if not resolved to the satisfaction of Deloitte & Touche LLP,
would have caused it to make reference to the subject matter
of the disagreement in connection with its report.
4. During Tri-County's two most recent fiscal years and through
September 19, 1997, there have been no reportable events, as
described in Item 304(a) of Regulation S-K , with Deloitte &
Touche LLP.
5. Effective September 19, 1997, Tri-County engaged Stegman &
Company as its principal accountants. During the last two
fiscal years and the subsequent interim period to the date
hereof, Tri-County did not consult Stegman & Company on items
which (1) concerned the application of accounting principles
to a specified transaction, either completed or proposed, or
the type of audit opinion that might be rendered on Tri-
County's financial statements or (2) concerned the subject
matter of a disagreement or reportable event with Deloitte &
Touche LLP.
6. Tri-County has requested Deloitte & Touche LLP to furnish it
with a letter addressed to the Securities and Exchange
Commission stating whether Deloitte & Touche LLP agrees with
the statements contained in the second, third and fourth
paragraphs above. A copy of the letter from Deloitte & Touche
LLP to the Securities and Exchange Commission will be filed as
an amendment hereto.
Item 7 - Financial Statements and Exhibits
1. Letter from Deloitte & Touche LLP to the Securities and
Exchange Commission (to be filed as an amendment).
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SIGNATURES
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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 thereunto duly authorized.
Tri-County Financial Corporation
Date: September 24, 1997 By:/s/ Michael L. Middleton
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Michael L. Middleton, President
and Chairman of the Board
Date: September 24, 1997 By:/s/ Henry A. Shorter
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Henry A. Shorter, Jr., Secretary
