UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549-1004
                                    ---------
                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the fiscal year ended July 31, 1997

                          Commission file number 1-12006

                           FINANCIAL FEDERAL CORPORATION
              (Exact name of Registrant as specified in its charter)

         Nevada                                         88-0244792
(State of incorporation)                  (I.R.S. Employer Identification No.)

                    400 Park Avenue, New York, New York 10022
                    (Address of principal executive offices)
                                 (Zip Code)

      Registrant's telephone number, including area code: (212) 888-3344

         Securities registered pursuant to Section 12(b) of the Act:

             Title of each class: Common Stock, $.50 par value

        Name of exchange on which registered: American Stock Exchange

       Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes X   No    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of Registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-K or any amendment to 
this Form 10-K.  [ ]

The aggregate market value of the Common Stock of the Registrant held by non-
affiliates of the Registrant on October 20, 1997 was $169,800,281.25.  The 
aggregate market value was computed by reference to the closing price of the 
Common Stock on the American Stock Exchange on the prior day (which was $18.75 
per share).  For the purposes of this response, executive officers and 
directors are deemed to be the affiliates of the Registrant and the holding by 
non-affiliates was computed as 9,056,015 shares.

The number of shares of the Registrant's Common Stock outstanding as of 
October 20, 1997 was 14,777,325 shares.

                        DOCUMENTS INCORPORATED BY REFERENCE

The Registrant's proxy statement for its Annual Meeting of Stockholders, to be 
held December 9, 1997, which will be filed pursuant to Regulation 14A within 
120 days of the close of Registrant's fiscal year, is incorporated by 
reference in answer to Part III of this report.  In addition, page 1 and pages 
7 through 25 of Financial Federal Corporation's 1997 Annual Report to 
Stockholders is incorporated by reference in answer to Items 6, 7 and 8 of 
Part II.

                                     Page 1
<PAGE>

PART I
Item 1.  BUSINESS

     The Company, incorporated under the laws of Nevada in 1989, is an 
independent financial services company engaged in financing industrial, 
commercial and professional equipment through installment sales and leasing 
programs for manufacturers, dealers and users of such equipment.  The Company 
also makes capital loans to its customers, primarily secured by the same types 
of equipment.  The Company provides its services primarily to middle-market 
businesses located throughout the nation in diverse industries, such as 
general construction, road and infrastructure construction and repair, 
manufacturing, trucking, and waste disposal, the majority of which businesses 
have annual sales of up to $20 million.  The Company finances a wide range of 
revenue-producing equipment such as cranes, earth-movers, machine tools, 
personnel lifts, trailers and trucks.  In substantially all cases, the 
Company's finance receivables are secured by a first lien on such equipment 
collateral.  The Company generates profits to the extent that its finance 
income exceeds its cost of borrowed funds, operating and administrative 
expenses and provision for possible losses.  

Equipment Financed
     The Company finances and leases equipment of major manufacturers. 
Generally, the equipment financed by the Company is movable, has an economic 
life which is longer than the term of the financing provided by the Company, 
is not subject to rapid technological obsolescence, has applications in a 
number of different industries and has a relatively broad resale market.

     A majority of the equipment and machinery pledged as collateral to the 
Company by its obligors is used late model equipment, which is generally, at 
the time financed, less than five years old, except for cranes and certain 
other items of equipment which have economic lives in excess of 15 years.  
Management believes this type of collateral is less subject to rapid 
depreciation as compared to new equipment, and, therefore, is more stable for 
the purposes of determining resale values.

     Sample types of equipment that the Company finances include air 
compressors, bulldozers, buses, compactors, crawler cranes, earth-movers, 
excavators, generators, hydraulic truck cranes, loaders, machine tools, motor 
graders, pavers, personnel and material lifts, recycling equipment, 
resurfacers, rough terrain cranes, sanitation trucks, scrapers, trucks, truck 
tractors and trailers.  Most of the equipment the Company finances is used in 
more than one industry.

Business Strategy
     The Company's business strategy is to increase profitably the size of its 
portfolio of finance receivables and its share of the equipment finance and 
leasing market in the United States.  The principal aspects of the Company's 
business strategy are summarized below.

     Commitment to Customer Service.  The Company focuses on providing prompt, 
responsive and customized service to its customers and business prospects.  
The Company's senior management has, on average, in excess of 15 years of 
specialized expertise in the industries they serve, which generally enables 
them to understand and thus be responsive to customers.  The Company's 
customer services include making prompt credit decisions, arranging financing 
structures which meet customers' needs and the Company's underwriting 
criteria, providing direct contact between customers and Company executives 
with decision making authority, and providing timely and knowledgeable 
responses to customer inquiries.

     Maintenance of Underwriting Standards.  The Company has developed and 
implemented credit underwriting policies and procedures that are designed to 
achieve attractive yields while minimizing delinquencies and credit losses.  
Unlike many of its competitors, the Company does not use credit scoring models 
but instead relies upon the experience of its credit officers to assess the 
creditworthiness of the obligors and collateral values and accordingly 
structure transactions to provide an appropriate risk adjusted return to the 
Company.  Each credit submission, regardless of size, requires the approval of 
at least two credit officers.

     Focus on Specific Collateral.  Virtually all finance receivables 
originated or acquired are secured by a first lien on the pledged collateral. 
The Company focuses on financing revenue-producing equipment that is movable, 
has an economic life longer than the term of the financing, is not subject to 
rapid technological obsolescence, has applications in a number of different

                                       2
<PAGE> 

industries and has a relatively broad resale market.  A majority of the 
collateral pledged to the Company by obligors is used late model equipment. 
Management believes this type of collateral is less subject to rapid 
depreciation as compared to new equipment, and, therefore, is more stable for 
the purpose of determining resale values.

     Expansion. The Company's five full service offices are located in the 
United States.  Thirty-five (35) full-time new business marketing 
representatives directly report to such offices.  The obligors represented in 
the Company's portfolio of finance receivables are located in all fifty 
states.  The Company believes that its share of the U.S. market for equipment 
finance and leasing receivables is less than one percent (1%); therefore, 
management believes there is substantial opportunity for growth.  The Company 
intends to achieve such growth by employing additional marketing personnel and 
opening new full service offices.

     Personnel Policy.  The Company recognizes that, in order to continue to 
compete profitably, it must offer to its business prospects and customers a 
high level of service, which the Company believes it can accomplish by 
attracting and retaining the services of a team of dedicated and talented 
managerial, marketing and administrative personnel.  The present strategy used 
by the Company to attract and retain such personnel is to offer competitive 
salary arrangements, an equity interest in the Company through participation 
in the Stock Option Plan, and enhanced career opportunities.  Approximately 
70% of the Company's directors, officers and employees who had been employed 
by the Company for at least one year as of July 31, 1997, are presently 
participants in the Stock Option Plan and/or own stock in the Company.  

     Improved Borrowing Spread and Diversified Funding Sources.  The Company 
continually seeks to improve its borrowing spread (which is the spread the 
Company pays to its funding sources over the applicable borrowing indices) and 
diversify its funding sources.  The Company seeks to lengthen the maturities 
of its committed unsecured credit facilities to more closely match the average 
maturity of its finance receivables portfolio.  As the Company's capital base 
increases, the Company should be better positioned to arrange for improved 
terms under its present and future committed unsecured credit facilities.  Any 
such reduction in the Company's funding costs should enable the Company to 
become more rate competitive, develop additional vendor relationships and 
expand its customer base.  Moreover, diversification in funding sources should 
provide the Company with greater flexibility to address possible future market 
conditions.

Marketing Strategy
     The Company markets its services through marketing personnel based in 23 
domestic locations, including 5 full service offices, and originates finance 
receivables through its relationships with dealers and, to a lesser extent, 
manufacturers (sometimes collectively called "vendors").  The Company also 
directly markets its finance and leasing services to end-users for the 
acquisition or use of equipment and for capital loans.  The Company emphasizes 
credit/collateral quality in all of its originations.  All of the Company's 
marketing personnel are salaried rather than commission-based and the majority 
of such personnel participate in the Stock Option Plan.  Thus, the Company 
expects that its marketing personnel should have a close community of interest 
with the Company and its stockholders.

     The Company's marketing activities are relationship and service oriented. 
The Company has a team of dedicated and seasoned marketing and managerial 
personnel, with average industry experience of more than 15 years, who solicit 
new business from the vendors and users of equipment.  Management believes 
that the experience, knowledge and relationships of its executives and 
managers and marketing personnel, related to its customer and prospect base, 
equipment values, resale markets, and local economic and industry conditions, 
enable the Company to compete effectively on the basis of prompt, responsive 
and customized service.  The Company's customer services include making prompt 
credit decisions, arranging financing structures responsive to customer needs, 
providing direct contact between customers and Company executives and managers 
with decision-making authority and providing prompt and knowledgeable 
responses to inquiries and to temporary business problems which customers may 
encounter in the ordinary course of their business.

     The Company obtains business in several ways.  Dealers and, to a lesser 
extent, manufacturers of equipment may refer their customers (users of 
equipment) to the Company, or such customers may directly approach the Company 
to finance equipment purchases.  The Company also purchases installment sales 
contracts, leases and personal property security agreements from vendors who 
extend credit to purchasers of their equipment.  The Company also makes direct 
loans to equipment users collateralized by equipment pursuant to personal 
property security agreements.  In addition, the Company purchases equipment 
from vendors and, simultaneously, leases it to users, generally under non-
cancelable leases. 

                                       3
<PAGE> 
  
     The vendors with whom the Company seeks to establish these relationships 
tend to be mid-sized, since the larger vendors typically generate a volume of 
business which is greater than the Company can presently service with its 
existing financial resources.  The Company is not obligated to purchase any 
finance receivables from vendors nor are vendors obligated to sell any finance 
receivables to the Company.  The Company's vendor relationships generally are 
nonexclusive.  The Company presently has relationships with more than 100 
vendors and is not dependent on any single vendor.  In all vendor generated 
business, the Company independently approves the credit of the prospective 
obligor or lessee.  The Company may also have recourse to the vendors.

     In order to expand its customer base and broaden its marketing coverage 
to other geographic areas, the Company from time to time has purchased 
portfolios of finance receivables from financial institutions, vendors and 
others generally in the range of $1.0 million to $5.0 million. These 
portfolios have included finance receivables secured by a broader range of 
equipment than that typically financed by the Company. 

Originating, Structuring and Underwriting of Finance Receivables
     The Company originates financings typically ranging in amount from 
$30,000 to $1.0 million per transaction.  Finance receivables originated by 
the Company averaged $144,000 in fiscal 1997, $140,000 in fiscal 1996 and 
$134,000 in fiscal 1995.

     The Company attempts to structure financings to meet the financial needs 
of its customers.  Structuring includes determination of: whether the 
financing will be an installment sale, lease or secured loan; term and payment 
schedule; whether the financing provided will be funded immediately or held 
available (possibly subject to conditions) for future use; finance or interest 
rate and other fees and charges; the primary collateral, and additional 
equipment collateral, if any, to be pledged, and the necessity of additional 
credit support which may include, among other things, accounts receivable, 
inventory, real property, certificates of deposit and/or commercial paper, 
payment guarantees and full or partial recourse to the selling vendor, if any.

     A portion of the Company's business is providing capital loans secured by 
equipment.  Customers seek capital loans for numerous reasons, including 
consolidation of obligations, working capital needs, reduction of monthly debt 
service costs, enhancement of bonding capacity (generally in the case of road 
contractors), and acquisition of additional equipment or other assets.  The 
Company may obtain, as additional collateral, a lien on the customer's 
accounts receivable, inventory and real property.  The Company's capital loans 
are generally four to five years in term, and generally provide for prepayment 
premiums.

      When a vendor seeks to sell a finance receivable to the Company or a 
user seeks to obtain financing from the Company, an application for credit 
(including cash flow and background information) is submitted to the Company 
with respect to the obligor and any guarantors thereof along with a 
description of collateral to be pledged or leased and its present or proposed 
use.  The Company's personnel analyze the credit application, investigate the 
credit of the obligor and any guarantors thereof, and evaluate the primary 
collateral to be pledged.  The extent of such analysis depends upon, among 
other things, the dollar amount of the proposed transaction, the obligor's and 
any guarantors' financial strength, financial trade and industry references, 
and the obligor's payment history.  The Company may also obtain reports from 
independent credit reporting agencies and conduct lien, litigation and tax 
searches.  Unlike many of its competitors, the Company does not use credit 
scoring models.  The creditworthiness of obligors and guarantors is evaluated 
on a case-by-case basis by the Company's credit personnel and management. The 
primary pledged collateral and any additional collateral are evaluated as to 
present and possible future resale value.  If the Company approves the credit 
application on terms acceptable to the vendor and/or the obligor, and provided 
the intended purchaser/lessee acquires the equipment, then the Company either 
purchases an installment sales contract or lease from the vendor or enters 
into a direct finance or lease transaction with the obligor, the proceeds of 
which are remitted when applicable to the vendor.  Funding occurs upon the 
receipt by the Company of all required documentation in form and substance 
satisfactory to the Company and its legal department.  Under the Company's 
documentation, the obligor/lessee is responsible for all sales, use and 
property taxes.

     The Company maintains an operating environment which permits flexibility 
to its managers in structuring financing transactions subject to the Company's 
credit policies and procedures manual.  The Company has established credit 
policies and procedures which are periodically reviewed and updated, which set 
forth detailed guidelines for credit review and approval, including maximum 
credit concentrations with any one obligor which are based on the Company's 
capital resources and other considerations.  Each credit submission, 
regardless of size, requires the approval of at least two credit officers.  
The Company's credit policy provides several designations of credit officer 
authority levels.  A credit officer's authority level is based, among other

                                        4
<PAGE> 
 
things, on his/her credit experience, managerial position and tenure with the 
Company.  The dollar amount that a credit officer can approve for a particular 
transaction is based upon the credit officer's authority level, collateral 
coverage relative to the Company's potential lending exposure, and the extent 
of recourse, if any, the Company may have to financially responsible vendors. 
Credit officers only have authority to approve credits up to their prescribed 
maximum level, and only then if certain criteria have been met.  
Notwithstanding the foregoing, any single obligor concentration in excess of 
$1.5 million requires the approval of two senior credit officers, and in 
excess of $3.0 million, three senior credit officers.  In addition, any single 
obligor concentration above $2.0 million requires the approval of the 
Company's Chairman, President or Chief Operating Officer.

     In addition to the obligor's/lessee's obligation to pay, on occasion 
vendors provide the Company with full or partial recourse which, among other 
things, obligates the vendor to pay the Company upon an obligor's default or a 
breach of warranty with respect to the assignment of the finance receivable to 
the Company by the vendor.  In a small percent of cases when the Company 
originates or acquires a finance receivable, it may withhold an agreed upon 
amount from the vendor/obligor or lessee as security or obtain cash collateral 
from an obligated party as security (sometimes called a "dealer reserve"). The 
Company retains most of these dealer reserves until the Company is required 
(pursuant to the applicable agreement), or deems it appropriate, to release 
same.  In most cases, the Company has the right to charge the applicable 
dealer reserve for any delinquent payments due on any finance receivable 
acquired from or originated through that vendor or obligor.  

     In purchasing a portfolio of finance receivables, the Company reviews and 
analyzes the terms of the finance receivables to be purchased, the credit of 
the related obligors, the documentation relating to such finance receivables 
and the value of the related pledged collateral, the payment history of the 
obligors/lessees and the implicit yield to be earned by the Company.

Collection and Servicing
     The Company collects and services all of its finance receivables.  
Customer payments are remitted to, and processed in, the Houston office. 
Collection efforts in connection with delinquent accounts, however, are 
handled by the collection personnel and managers in the various branch offices 
in conjunction with senior management and, if necessary, the Company's legal 
department.  All past due accounts are reviewed by senior management at least 
monthly, and all accounts which are past due more than 60 days are continually 
reviewed by the Company's in-house legal staff.  The decision to repossess 
collateral is made by the Company's senior management in conjunction with its 
legal staff.  The Company determines, on a case-by-case basis, whether or not 
to use an outside source to repossess an item of collateral.  The sale or 
other disposition of repossessed collateral is determined by the Company's 
senior management and legal staff in accordance with applicable law.

Competition
     The Company's business is highly competitive. The Company competes with 
banks, manufacturer-owned and independent finance and leasing companies, as 
well as other financial institutions.  Some of those competitors may be better 
positioned than the Company to market their services and financing programs to 
vendors and users of equipment because of their ability to offer additional 
services and products, and more favorable rates and terms.  Many of these 
competitors have longer operating histories and possess greater financial and 
other resources than the Company.  In addition, some of these competitors have 
sources of funds available at a lower cost than those available to the 
Company, thereby enabling them to provide financing at rates lower than the 
Company may be willing to provide.  The Company typically does not compete 
primarily on the basis of rate.  The Company competes by emphasizing a high 
level of equipment and financial expertise, customer service, flexibility in 
structuring financing transactions and significant management involvement in 
customer relationships.

     Although there is no comprehensive data that quantifies the size of the 
domestic market for equipment financing and leasing, the Company believes that 
annual sales of the principal types of new and used equipment it finances or 
leases is in excess of $100 billion and its share of this market is less than 
1%.

Employees
     At July 31, 1997, the Company had 130 employees. All of the Company's 
employees and officers are salaried.  The Company provides its employees with 
group health and life insurance benefits and a qualified 401(k) plan.  The 
Company does not match employee contributions to the 401(k) plan.  The Company 
does not have any collective bargaining, employment, pension, incentive 
compensation arrangements or non-solicitation agreements with any of its 
employees other than its stock option plan (which contains non-disclosure and 
non-solicitation provisions) and deferred compensation agreements. Employees 
who have participated in the Company's stock option plan have, among other 
things, agreed not to solicit customers of the Company for a period of time

                                       5
<PAGE> 
 
following termination of their employment.  The Company considers its 
relations with its employees to be satisfactory.

Regulation
     The Company's commercial finance activities are generally not subject to 
regulation, except that certain states may regulate motor vehicle 
transactions, impose licensing requirements, and/or restrict the amount of 
interest or finance rates and other amounts that the Company may charge its 
customers.  Failure to comply with such regulations can result in loss of 
principal and interest or finance charges, penalties and imposition of 
restrictions on future business activities.  

Executive Officers
     Clarence Y. Palitz, Jr., 66, has served as Chairman of the Board of the 
Company since July 1996 and as Chief Executive Officer and President of the 
Company since its inception in 1989.  From 1963 to 1988, Mr. Palitz served as 
President and a Director of Commercial Alliance Corporation  ("CAC"), which he 
founded with his brother, Bernard G. Palitz, in 1963. Since October 1988, he 
has been a director of City and Suburban Financial Corp., a privately owned 
savings and loan holding company located in Westchester County, New York.

     Michael C. Palitz, 39, has served as Executive Vice President of the 
Company since July 1995, as Senior Vice President of the Company from February 
1992 to July 1995 and as a Vice President of the Company from its inception in 
1989 to February 1992.  He has also served as Chief Financial Officer, 
Treasurer and Assistant Secretary of the Company since its inception in 1989. 
From 1985 to 1989, Mr. Palitz was an Assistant Vice President of Bankers Trust 
Company and, from 1980 to 1983, he was an Assistant Secretary of Chemical 
Bank.

     Paul Sinsheimer, 50, has served as Executive Vice President and a 
Director of the Company since its inception in 1989.  From 1970 to 1989, Mr. 
Sinsheimer was employed by CAC, where he served successively as Credit 
Manager, Collections Manager, Operations Manager, Houston Branch Manager, 
Division Manager and, from 1988, Executive Vice President.

     William M. Gallagher, 48, has served as Senior Vice President of the 
Company since 1990 and served as a Vice President of the Company from its 
inception in 1989 to 1990.  From 1973 to 1989, Mr. Gallagher was employed by 
CAC, where he served successively as Collections Manager, Accounting Manager, 
Operations Manager of the Chicago and Houston regions and, from 1988, Vice 
President and Houston Branch Manager.

     Troy H. Geisser, 36, has served as Senior Vice President and Secretary of 
the Company since February 1996.  From 1990 to 1996, Mr. Geisser held several 
positions, including Vice President and Branch Manager.  From 1986 to 1990, 
Mr. Geisser held several positions including Division Counsel for the Northern 
Division of Orix Credit Alliance, Inc. (the successor to CAC).

     Richard W. Radom, 49, has served as Senior Vice President of the Company 
since 1990 and served as a Vice President of the Company from 1989 to 1990.  
From 1973 to 1989, Mr. Radom was employed by CAC, where he served, from 1986, 
as Senior Vice President.

Item 2.  PROPERTIES

     The Company's executive offices are located at 400 Park Avenue, New York, 
New York and consist of approximately 6,400 square feet of space. As of July 
31, 1997, the Company has five full service offices (where credit analysis and 
approval, collection and marketing functions are performed) in Houston, Texas; 
Westmont (Chicago), Illinois; Teaneck (New York metropolitan area), New 
Jersey; Charlotte, North Carolina and Mesa (Phoenix), Arizona, which generally 
consist of approximately 2,000 to 7,000 square feet of space (except for the 
Houston office, the operating headquarters, which consists of approximately 
12,500 square feet) and are occupied pursuant to leases which expire on 
various dates through 2004. Management believes that the Company's existing 
facilities are suitable and adequate for their present and proposed uses and 
that suitable and adequate facilities will be available on reasonable terms 
for any additional offices which the Company may open.

                                       6
<PAGE> 
 
Item 3.  LEGAL PROCEEDINGS

     There are no material pending legal proceedings, other than ordinary 
routine litigation incidental to the business, to which the Company is a party 
or to which any of its property is subject.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of security holders during the fourth 
quarter of the fiscal year ended July 31, 1997.


                                    PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Common Stock of the Company is listed on the American Stock Exchange 
under the symbol "FIF."  The table below sets forth the high and low reported 
closing sales prices of the Common Stock as reported by the American Stock 
Exchange during the periods indicated, adjusted for the July 1997 and January 
1996 three-for-two stock splits.
<TABLE>
<CAPTION>
                                             Price Range
                                           ---------------- 
                                            High      Low
                                           ------    ------
<S>                                        <C>       <C> 
Fiscal year 1997    
-------------------------------------
First Quarter ended October 31, 1996       $10.58    $ 8.50
Second Quarter ended January 31, 1997      $11.83    $ 9.25
Third Quarter ended April 30, 1997         $13.00    $10.42
Fourth Quarter ended July 31, 1997         $15.58    $11.42

Fiscal year 1996
-------------------------------------
First Quarter ended October 31, 1995       $ 9.73    $ 7.83
Second Quarter ended January 31, 1996      $11.00    $ 9.28
Third Quarter ended April 30, 1996         $11.25    $10.09
Fourth Quarter ended July 31, 1996         $11.42    $ 8.42
</TABLE>

     The Company presently has no intention of paying cash dividends on the 
Common Stock in the foreseeable future.  The payment of cash dividends, if 
any, will depend upon the Company's earnings, financial condition, capital 
requirements, cash flow and long range plans and such other factors as the 
Board of Directors of the Company may deem relevant.

Number of Record Holders
     The number of record holders of the Company's Common Stock as of October 
20, 1997 was 74.  Included in this number are several nominees which hold the 
Company's common stock on behalf of numerous other persons and institutions; 
these other persons and institutions are not included in the above number as 
their shares are held in "Street Name."

Item 6.  SELECTED FINANCIAL DATA

     Reference is made to information under the heading "Financial Highlights" 
contained in the Company's Annual Report to Stockholders for the fiscal year 
ended July 31, 1997, which information is incorporated herein by reference.  
The Company has not paid any cash dividends on its Common Stock.

                                       7
<PAGE> 

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND   
         FINANCIAL CONDITION

     Reference is made to information under the heading "Management's 
Discussion and Analysis of Operations and Financial Condition" contained in 
the Company's Annual Report to Stockholders for the fiscal year ended July 31, 
1997, which information is incorporated herein by reference.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Reference is made to information under the headings "Consolidated Balance 
Sheet," "Consolidated Statement of Stockholders' Equity," "Consolidated 
Statement of Operations," "Consolidated Statement of Cash Flows," "Notes to 
Consolidated Financial Statements" and "Independent Auditors' Report" 
contained in the Company's Annual Report to Stockholders for the fiscal year 
ended July 31, 1997, which information is incorporated herein by reference.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE

     None


                                   PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by Item 10 is incorporated by reference from the 
information in the Registrant's proxy statement to be filed pursuant to 
Regulation 14A for its Annual Meeting of Stockholders to be held December 9, 
1997, except as to biographical information on Executive Officers which is 
contained in Item I of this Annual Report on Form 10-K.

Item 11.  EXECUTIVE COMPENSATION

     The information required by Item 11 is incorporated by reference from the 
information in the Registrant's proxy statement to be filed pursuant to 
Regulation 14A for its Annual Meeting of Stockholders to be held December 9, 
1997.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
          MANAGEMENT

     The information required by Item 12 is incorporated by reference from the 
information in the Registrant's proxy statement to be filed pursuant to 
Regulation 14A for its Annual Meeting of Stockholders to be held December 9, 
1997.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by Item 13 is incorporated by reference from the 
information in the Registrant's proxy statement to be filed pursuant to 
Regulation 14A for its Annual Meeting of Stockholders to be held December 9, 
1997.

                                       8
<PAGE> 
 
                                    PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 
          FORM 8-K

(a)  1.  Financial Statements                                           Page

      The following financial statements are filed herewith and 
incorporated herein by reference from pages 13 through 24 of 
the Registrant's Annual Report to Stockholders for the fiscal 
year ended July 31, 1997, as provided in Item 8 hereof:

      - Consolidated Balance Sheet as at July 31, 1997 and 1996.
      - Consolidated Statement of Stockholders' Equity for the fiscal 
        years ended July 31, 1997, 1996 and 1995.
      - Consolidated Statement of Operations for the fiscal years ended 
        July 31, 1997, 1996 and 1995.
      - Consolidated Statement of Cash Flows for the fiscal years ended 
        July 31, 1997, 1996 and 1995.
      - Notes to Consolidated Financial Statements.
      - Independent Auditors' Report.

     2.  Financial Statement Schedules

      The following financial statement schedules are filed herewith:
      - Independent Auditors' Report on Financial Statement Schedules.    13
      - Schedule I - Condensed Financial Information of Registrant.       14

       All other schedules are omitted as the required information is 
       inapplicable or the information is presented in the consolidated 
       financial statements or notes thereto.

     3.  Exhibits                                                         18

Exhibit No.    Description of Exhibit
3.1*           Articles of Incorporation of the Registrant
3.2*           By-laws of the Registrant
3.3*           Form of Restated and Amended By-laws of the Registrant
4.1*           Form of Variable Rate Subordinated Debentures Due September 1, 
               2000 (a "Debenture") issued by Registrant
4.6******      Form of Note Agreement dated as of April 15, 1996 issued by 
               Financial Federal Credit Inc. ("Credit") to certain 
               institutional note holders
4.7            Form of Note Agreement dated as of July 1, 1997 issued by 
               Credit to certain institutional note holders
10.2*          Form of Warrant to purchase Common Stock, as amended, issued by 
               the Registrant to stockholders in connection with its initial 
               capitalization
10.3*          Form of Warrant to purchase Common Stock issued by the 
               Registrant to certain of its officers
10.8*          Form of Commercial Paper Note issued by the Registrant
10.9*          Form of Commercial Paper Note issued by Credit
10.10*         Stock Option Plan of the Registrant and forms of related stock 
               option agreements
10.11**        Deferred Compensation Agreement dated June 1, 1992 between 
               Credit and Clarence Y. Palitz, Jr.
10.12**        Deferred Compensation Agreement dated June 1, 1992 between 
               Credit and Bernard G. Palitz
10.13***       Deferred Compensation Agreement dated January 1, 1993 between 
               Credit and Clarence Y. Palitz, Jr.
10.14***       Deferred Compensation Agreement dated January 1, 1993 between 
               Credit and Bernard G. Palitz.
10.15****      Deferred Compensation Agreement dated January 1, 1994 between 
               Credit and Clarence Y. Palitz, Jr.
10.16****      Deferred Compensation Agreement dated January 1, 1994 between 
               Credit and Bernard G. Palitz.
10.17*****     Deferred Compensation Agreement dated January 1, 1995 between  
               Credit and Bernard G. Palitz.
10.18*****     Deferred Compensation Agreement dated January 1, 1995 between 
               Credit and Clarence Y. Palitz, Jr.
10.19*****     Deferred Compensation Agreement dated February 1, 1995 between 
               Credit and Paul Sinsheimer
10.20*******   Deferred Compensation Agreement dated January 1, 1996 between 
               Credit and Clarence Y. Palitz, Jr.
10.21********  Form of Commercial Paper Dealer Agreement of Credit

                                       9
<PAGE> 
  
10.22********  Form of Deferred Compensation Agreement with certain officers 
               as filed under the Top Hat Plan with the Department of Labor
10.23********* Deferred Compensation Agreement dated December 30, 1996 between 
               the Registrant and Clarence Y. Palitz, Jr.
11.1           Computation of Earnings Per Share 
13.1           1997 Annual Report to Stockholders (except for the pages and 
               information thereof expressly incorporated by reference in this 
               Form 10-K, the Annual Report to Stockholders is provided solely 
               for the information of the Securities and Exchange Commission 
               and is not deemed "filed" as part of this Form 10-K)
22.1           Subsidiaries of the Registrant
23.1           Consent of Independent Auditors
27             Financial Data Schedule (EDGAR version only)
____________
*Previously filed with the Securities and Exchange Commission as an exhibit to 
the Company's Registration Statement on Form S-1 (Registration No. 33-46662).

**Previously filed with the Securities and Exchange Commission as an exhibit 
to the Company's Form 10-K for the fiscal year ended July 31, 1992.

***Previously filed with the Securities and Exchange Commission as an exhibit 
to one of the Company's Forms 10-Q for the fiscal year ended July 31, 1993.

****Previously filed with the Securities and Exchange Commission as an exhibit 
to one of the Company's Forms 10-Q for the fiscal year ended July 31, 1994.

*****Previously filed with the Securities and Exchange Commission as an 
exhibit to one of the Company's Forms 10-Q for the fiscal year ended July 31, 
1995.

******Previously filed with the Securities and Exchange Commission as an 
exhibit to the Company's Registration Statement on Form S-2 Registration 
No. 333-3320).

*******Previously filed with the Securities and Exchange Commission as 
an exhibit to one of the Company's Forms 10-Q for the fiscal year ended 
July 31, 1996.

********Previously filed with the Securities and Exchange Commission as 
an exhibit to the Company's Form 10-K for the fiscal year ended July 31, 
1996.

*********Previously filed with the Securities and Exchange Commission as 
an exhibit to one of the Company's Forms  10-Q for the fiscal year ended 
July 31, 1997.

(b)  Reports on Form 8-K

     There were no reports on Form 8-K filed during the last quarter of 
the fiscal year ended July 31, 1997.

                                       10
<PAGE> 

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


                                       FINANCIAL FEDERAL CORPORATION
                                               (Registrant)


                                 By:   /s/ Clarence Y. Palitz, Jr.
                                       Chairman of the Board and President 


October 27, 1997                     
Date


Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.


/s/Clarence Y. Palitz, Jr.                                 October 27, 1997
Chairman of the Board, President and Chief Executive       Date
  Officer
 
/s/Lawrence B. Fisher                                      October 27, 1997 
Director                                                   Date


/s/William C. MacMillen, Jr.                               October 27, 1997
Director                                                   Date


/s/Bernard G. Palitz                                       October 27, 1997
Director                                                   Date
  

/s/Paul Sinsheimer                                         October 27, 1997 
Executive Vice President and Director                      Date


/s/Michael C. Palitz                                       October 27, 1997
Executive Vice President, Treasurer, Chief Financial       Date
  Officer and Director

/s/David H. Hamm                                           October 27, 1997 
Controller, Assistant Treasurer and Principal              Date
  Accounting Officer                                                      

                                       11
<PAGE> 

                            INDEX TO FORM 10-K SCHEDULES



Independent Auditors' Report

Schedule I - Condensed Financial Information of Registrant

Schedules other than the schedule referred to above have been omitted as 
the conditions requiring their filing are not present or the information 
has been presented elsewhere in the consolidated financial statements.

                                       12
<PAGE> 

Independent Auditors' Report


Financial Federal Corporation

In connection with our audits of the consolidated financial statements 
included in Financial Federal Corporation's annual report to stockholders and 
incorporated by reference in this Form 10-K, we have also audited the schedule 
listed in the accompanying index.  Our audits of the consolidated financial 
statements were made for the purpose of forming an opinion on those statements 
taken as a whole.  The schedule is presented for purposes of complying with 
the Securities and Exchange Commission's rules and is not part of the basic 
financial statements.  This schedule has been subjected to the auditing 
procedures applied in the audits of the basic financial statements and, in our 
opinion, fairly states in all material respects the financial data required to 
be set forth therein in relation to the basic consolidated financial 
statements.


/s/ Eisner & Lubin LLP
CERTIFIED PUBLIC ACCOUNTANTS


New York, New York
September 4, 1997

                                       13
<PAGE> 

Schedule I
<TABLE>
                               FINANCIAL FEDERAL CORPORATION
                                  CONDENSED BALANCE SHEET

<CAPTION>
                                                               July 31,
                                                     ---------------------------
                                                         1997           1996
                                                     ------------   ------------
<S>                                                  <C>            <C>
                        ASSETS

Cash                                                 $    117,000   $    256,000
Due from subsidiaries:
   Advances                                            18,650,000     27,626,000  
   Subordinated notes receivable                       50,000,000     45,000,000

Investment in subsidiaries - at equity                 46,039,000     34,749,000
Other assets                                              473,000        814,000
                                                     ------------   ------------
      TOTAL                                          $115,279,000   $108,445,000
                                                     ============   ============
     
                      LIABILITIES

Senior debt                                          $  4,901,000   $  4,966,000
Accrued interest, taxes and other liabilities           2,484,000      2,331,000
Subordinated debt                                       2,290,000      6,957,000
                                                     ------------   ------------
      Total liabilities                                 9,675,000     14,254,000
                                                     ------------   ------------
                 STOCKHOLDERS' EQUITY

Common stock                                           7,382,000       4,980,000
Additional paid-in capital                            57,315,000      58,289,000
Warrants                                                  29,000          29,000
Retained earnings                                     40,878,000      30,893,000
                                                    ------------    ------------
      Total stockholders' equity                     105,604,000      94,191,000
                                                    ------------    ------------
      TOTAL                                         $115,279,000    $108,445,000
                                                    ============    ============
<FN>
The notes hereto, the consolidated financial statements and the notes 
thereto are made a part hereof.
</FN>
</TABLE>
                                       14
<PAGE>

<TABLE>
                               FINANCIAL FEDERAL CORPORATION
                  CONDENSED STATEMENT OF OPERATIONS AND RETAINED EARNINGS

<CAPTION> 
                                                         Year Ended July 31,
                                               ---------------------------------------
                                                  1996          1995          1994
                                               -----------   -----------   -----------
<S>                                            <C>           <C>           <C>
Equity in earnings of subsidiaries before
  income taxes                                 $18,661,000   $14,205,000   $10,891,000
Interest charges to subsidiaries                 5,060,000     4,007,000     3,266,000
                                               -----------   -----------   -----------
     Total                                      23,721,000    18,212,000    14,157,000
                                               -----------   -----------   -----------
Expenses:
   Interest expense                                590,000       972,000     1,004,000
   Other expenses (net)                          2,144,000     1,811,000     1,581,000
                                               -----------   -----------   -----------  
     Total                                       2,734,000     2,783,000     2,585,000
                                               -----------   -----------   -----------  
Earnings before income taxes                    20,987,000    15,429,000    11,572,000

Provision for income taxes                       8,078,000     5,819,000     4,363,000
                                               -----------   -----------   -----------  
NET EARNINGS                                    12,909,000     9,610,000     7,209,000

Retirement of treasury stock                      (463,000)     (840,000)       

Three-for-two stock split                       (2,461,000)   (1,372,000)
      
Retained earnings - August 1                    30,893,000    23,495,000    16,286,000
                                               -----------   -----------   -----------
RETAINED EARNINGS - JULY 31                    $40,878,000   $30,893,000   $23,495,000
                                               ===========   ===========   ===========  
<FN>
The consolidated financial statements and the notes 
thereto are made a part hereof.
</FN>
</TABLE>
                                       15 
<PAGE>

<TABLE>
                                    FINANCIAL FEDERAL CORPORATION
                                  CONDENSED STATEMENT OF CASH FLOWS

<CAPTION> 
                                                                Year Ended July 31,
                                                      ---------------------------------------
                                                         1996          1995          1994
                                                      -----------   -----------   -----------
<S>                                                   <C>           <C>           <C>
Net cash provided by operating activities             $ 1,922,000   $ 1,330,000   $   381,000
                                                      -----------   -----------   -----------
Cash flows from investing activities:                        
   Collections from (advances to) subsidiaries-net      8,976,000    (8,301,000)    2,853,000 
   Subordinated notes receivable-subsidiary:
      Advanced                                         (5,000,000)  (20,000,000)  (25,000,000)
      Collected                                                                    20,000,000 
   Dividends received from subsidiary                     200,000       500,000     2,000,000 
                                                      -----------    ----------   -----------
      Net cash provided by (used in) investing 
        activities                                      4,176,000   (27,801,000)     (147,000)
                                                      -----------    ----------   -----------
Cash flows from financing activities:
   Commercial paper:
      Proceeds                                         66,207,000    76,869,000    71,393,000 
      Repayments                                      (66,272,000)  (76,509,000)  (71,770,000)
   Note payable - bank                                                 (500,000)      500,000
   Repurchase of subordinated debt                     (4,667,000)                   (595,000)
   Proceeds from sale of common stock, net                           26,340,000
   Proceeds from exercise of stock options  
     and warrants                                          61,000       166,000       306,000
   Acquisition of treasury stock                       (1,630,000)                
   Tax benefit relating to stock options                   64,000                      37,000
                                                      -----------   -----------   -----------
      Net cash provided by (used in) financing 
        activities                                     (6,237,000)   26,366,000      (129,000)
                                                      -----------   -----------   -----------
NET INCREASE (DECREASE) IN CASH                          (139,000)     (105,000)      105,000

Cash - August 1                                           256,000       361,000       256,000
                                                      -----------   -----------   -----------
CASH - JULY 31                                        $   117,000   $   256,000   $   361,000
                                                      ===========   ===========   ===========
<FN>
Non-cash financing activities:

In 1997, the Company retired 124,300 common shares held as treasury stock 
resulting in decreases of common stock, additional paid-in capital and 
retained earnings of $62,000, $1,105,000 and $463,000, respectively.  
Additionally, the Company authorized a three-for-two stock split effected in 
the form of a stock dividend.

In 1996, the Company retired 96,000 common shares held as treasury stock 
resulting in decreases of common stock, additional paid-in capital and 
retained earnings of $48,000, $552,000 and $840,000, respectively.  
Additionally, the Company authorized a three-for-two stock split effected in 
the form of a stock dividend.


The consolidated financial statements and the notes thereto are made a part 
hereof.
</FN>
</TABLE>
                                       16 
<PAGE>


                           FINANCIAL FEDERAL CORPORATION
                          NOTES TO CONDENSED BALANCE SHEET



1. Basis of Presentation:

In accordance with the requirements of Regulation S-X of the Securities and 
Exchange Commission, the Condensed Financial Statements of the Registrant do 
not include all of the information and notes included in the consolidated 
financial statements and the notes thereto.


2. Due from Subsidiaries:

Advances to subsidiaries generally bore interest at 5.9% and 5.7% at July 31, 
1997 and 1996, respectively.

Subordinated notes receivable are summarized as follows:

        Maturity        Interest rate     Amount     
    -----------------   -------------   -----------
    
    July 31, 2002            8.35%      $25,000,000
    September 1, 2002        7.85         5,000,000
    September 1, 2002        7.70         5,000,000
    September 1, 2002        6.90         5,000,000
    July 31, 2004            7.50        10,000,000  
                                        -----------
         Total                          $50,000,000
                                        ===========

The notes and interest thereon are subordinated to the subsidiary's borrowings 
from banks, institutional and other investors, commercial paper investors and 
other debt designated by the subsidiary's Board of Directors.  Interest is 
receivable quarterly.

Other assets include $422,000 and $744,000 of accrued interest receivable from 
subsidiaries at July 31, 1997 and 1996, respectively.  

                                       17
<PAGE> 

                                 EXHIBIT INDEX


Exhibit No.  Description of Exhibit                                  Page No.
    3.1      Articles of Incorporation of the Registrant                  *
    3.2      By-laws of the Registrant                                    *
    3.3      Form of Restated and Amended By-laws of the Registrant       *
    4.1      Form of Variable Rate Subordinated Debentures Due
             September 1, 2000 (a "Debenture")issued by Registrant        *
    4.6      Form of Note Agreement, dated as of April 15, 1996, 
             issued by Financial Federal Credit Inc. ("Credit") to
             certain institutional note holders                           *
    4.7      Form of Note Agreement dated as of July 1, 1997 issued
             by Credit to certain institutional note holders              19
   10.2      Form of Warrant to purchase Common Stock, as amended,
             issued by the Registrant to stockholders in connection 
             with its initial capitalization                              *
   10.3      Form of Warrant to purchase Common Stock issued by the
             Registrant to certain of its officers                        *
   10.8      Form of Commercial Paper Note issued by the Registrant       *
   10.9      Form of Commercial Paper Note issued by Credit               *
   10.10     Stock Option Plan of the Registrant and forms of related 
             stock option agreements                                      *
   10.11     Deferred Compensation Agreement dated June 1, 1992 between
             Credit and Clarence Y. Palitz, Jr.                           *
   10.12     Deferred Compensation Agreement dated June 1, 1992 between
             Credit and Bernard G. Palitz                                 *
   10.13     Deferred Compensation Agreement dated January 1, 1993 
             between Credit and Clarence Y. Palitz, Jr.                   *
   10.14     Deferred Compensation Agreement dated January 1, 1993 
             between Credit and Bernard G. Palitz.                        *
   10.15     Deferred Compensation Agreement dated January 1, 1994
             between Credit and Clarence Y. Palitz, Jr.                   *
   10.16     Deferred Compensation Agreement dated January 1, 1994
             between Credit and Bernard G. Palitz.                        *
   10.17     Deferred Compensation Agreement dated January 1, 1995
             between Credit and Bernard G. Palitz.                        *
   10.18     Deferred Compensation Agreement dated January 1, 1995
             between Credit and Clarence Y. Palitz, Jr.                   *
   10.19     Deferred Compensation Agreement dated February 1, 1995 
             between Credit and Paul Sinsheimer                           *
   10.20     Deferred Compensation Agreement dated January 1, 1996
             between Credit and Clarence Y. Palitz, Jr.                   *
   10.21     Commercial Paper Dealer Agreement, dated April 23, 1996,
             between Credit and BA Securities, Inc.                       *
   10.22     Form of Deferred Compensation Agreement with certain 
             officers as filed under the Top Hat Plan with the 
             Department of Labor                                          *
   10.23     Deferred Compensation Agreement dated December 30, 1996
             between the Registrant and Clarence Y. Palitz, Jr.           *
   11.1      Computation of Earnings Per Share                            44
   13.1      1997 Annual Report to Stockholders (except for the pages
             and information thereof expressly incorporated by reference
             in this Form 10-K, the Annual Report to Stockholders is 
             provided solely for the information of the Securities and       
             Exchange Commission and is not deemed "filed" as part of
             this Form 10-K) 
   22.1      Subsidiaries of the Registrant                               45
   23.1      Consent of Independent Auditors                              46
   27        Financial Data Schedule (EDGAR version only)


*Previously filed with the Securities and Exchange Commission as an exhibit. 

                                       18
<PAGE>