Exhibit 10.35

                                         (For non-10% owner)

                  Financial Federal Corporation
                Incentive Stock Option Agreement

   (pursuant to the Financial Federal Corporation Amended and
   Restated 1998 Stock Option Plan and Restricted Stock Plan)


 Employee/Participant:

 Number of shares of
 Common Stock subject
 to this Agreement:

       Pursuant  to  the Company's "Amended and  Restated  1998
 Stock Option and Restricted Stock Plan (the "Plan"), the Stock
 Option  Committee  of  the  Board of  Directors  of  Financial
 Federal Corporation (the "Company") has granted to Participant
 on  this date an option (the "Option") to purchase the  number
 of  shares  of  the  Company's Common Stock,  $.50  par  value
 ("Common Stock"), set forth above.  Such number of shares  (as
 such  may  be adjusted as described in Paragraph 11 below)  is
 herein referred to as the "Option Shares."  This Option  shall
 constitute  and be treated as an "incentive stock  option"  as
 defined  under  Section 422 of the Internal  Revenue  Code  of
 1986,  as  amended,  (the  "Code")  for  federal  income   tax
 purposes.   The  terms and conditions of the  Incentive  Stock
 Option Agreement ("Agreement") are set forth below:

        1.    Date  of  Grant.   This  Option  is  granted   to
 Participant on           .

       2.    Termination  of  Option.  Participant's  right  to
 exercise this Option (and to purchase the Option Shares) shall
 expire  and terminate in all events on the earlier of (i)  six
 years after Date of Grant; (ii) the date provided in Paragraph
 8  below in the event Participant ceases to be employed  on  a
 full-time  basis by the Company or any Subsidiary or Affiliate
 thereof  (as defined in the Plan); or (iii) upon any transfer,
 pledge,  encumbering or attempted exercise of this  Option  in
 violation of the terms of Paragraph 7 below.

       3.    Option Price.  The purchase price to be paid  upon
 the exercise of this Option will be $      per share, which is
 not less than the fair market value of a share of Common Stock
 on the Date of Grant of this Option.

       4.    Vesting  Provisions - Entitlement to Exercise  the
 Option  and  Purchase  Option Shares.    Participant  may  not
 exercise  this Option at any time prior to two years from  the
 Date  of Grant. Commencing on the date which is two years from
 the  Date  of Grant, and on each of the next three  succeeding
 one  year anniversaries of that date, Participant shall become
 entitled  to exercise this Option with respect to 25%  of  the
 Option Shares, respectively.  In no event may a fraction of  a
 share or less than 25 shares be purchased or issued.

      5.   Additional Provisions Relating to Exercise.

       (a)   Once Participant becomes entitled to exercise this
 Option (and purchase Option Shares) as provided in Paragraph 4
 hereof, such right will continue until the date on which  this
 Option expires and terminates pursuant to Paragraph 2 hereof.

       (b)   The Board of Directors of the Company, in its sole
 discretion, may at any time accelerate the time at which  this
 Option  may  be exercised by Participant with respect  to  any
 Option Shares.

       6.    Exercise  of  Option.   To  exercise  the  Option,
 Participant  must  deliver a completed copy  of  the  attached
 Option  Exercise Form to the address indicated  on  the  Form,
 specifying  the number of Option Shares being purchased  as  a
 result  of  such exercise, together with payment of  the  full
 option  price for the Option Shares being purchased.   Payment
 of the option price must be made in cash or by check.

       7.   Transferability of Option.  This Option may not  be
 transferred,   pledged,  or  otherwise   encumbered   (whether
 voluntarily,  involuntarily  or  by  operation  of   law)   by
 Participant  (other than by will or the laws  of  descent  and
 distribution)   and  may  be  exercised  during  Participant's
 lifetime  only  by  Participant and  not  by  any  transferee,
 pledgee,  lienholder, trustee, receiver, conservator or  other
 fiduciary,  custodian  or  successor  to  Participant  or   of
 Participant's  assets and property (including any  Trustee  in
 Bankruptcy or Assignee for the Benefit of Creditors).

      8.   Termination of Employment.

       (a)  In the event that Participant ceases to be employed
 by the Company or a Subsidiary or Affiliate thereof on a full-
 time  basis for any reason other than because of Participant's
 death  or "disability" (within the meaning of Section 22(3)(e)
 of  the Code), this Option shall expire on Participant's  last
 day of employment.

       (b)  In the event that Participant ceases to be employed
 by  the  Company or any Subsidiary or Affiliate thereof  on  a
 full-time  basis  by  reason of "disability"  (as  defined  in
 Subparagraph  8(a) above), this Option may only  be  exercised
 within  one year after the date Participant ceases  to  be  so
 employed,  and  only to the same extent that  Participant  was
 entitled  to  exercise  this Option on  the  date  Participant
 ceased to be so employed by reason of such disability and  had
 not previously done so.

       (c)    In  the event that Participant dies either  while
 employed on a full-time basis by the Company or any Subsidiary
 or  Affiliate  thereof or within a period of  one  year  after
 ceasing  to  be  employed by the Company or any Subsidiary  or
 Affiliate   thereof  on  a  full-time  basis  by   reason   of
 "disability," this Option may only be exercised within six (6)
 months  after Participant's death. In such event, this  Option
 may  be  exercised during such six-month period by  the  legal
 representative  of Participant's estate or by any  person  who
 shall have acquired the Option through bequest or inheritance,
 but  only to the same extent that Participant was entitled  to
 exercise  this  Option  immediately  prior  to  the  time   of
 Participant's   death   and  had  not  previously   done   so.
 Notwithstanding the foregoing, in the event of the death of  a
 Participant  while  in  the employ  of  the  Company,  or  any
 Subsidiary or Affiliate, who has been continuously employed by
 the Company or any Subsidiary or Affiliate for a period of  10
 consecutive years or more, the vesting provision in  Paragraph
 4  shall be accelerated so that the Participant shall be fully
 one  hundred percent (100%) vested in all of the Option Shares
 granted to such Participant herein.

       (d)   Notwithstanding any provision  contained  in  this
 Paragraph  8 to the contrary, in no event may this  Option  be
 exercised to any extent by anyone after six years from grant.

      9.   Representations.

      (a)  Participant represents and warrants that Participant
 understands   the   Federal,  state  and  local   income   tax
 consequences  of  the granting of this Option to  Participant,
 the exercise of this Option and purchase of Option Shares, and
 the subsequent sale or other disposition of any Option Shares.
 In  addition, Participant understands that the Company may  be
 required to withhold Federal, state and local taxes in respect
 of any compensation income realized by Participant as a result
 of  any  "disqualifying  disposition"  of  any  Option  Shares
 acquired  upon  exercise of the Option granted hereunder.   In
 the  event that the Company is required to withhold  any  such
 taxes  as  a  result of any such "disqualifying  disposition",
 Participant  hereby agrees to provide the  Company  with  cash
 funds  equal  to  the  total Federal, state  and  local  taxes
 required  to  be  so  withheld,  or  make  other  arrangements
 satisfactory  to  the Company regarding such  payment.  It  is
 understood  that all matters with respect to the total  amount
 of  taxes  to  be withheld in respect to any such compensation
 income  shall be determined by the Board of Directors  in  its
 sole discretion.

      (b)  Participant acknowledges that, while employed by the
 Company  or  any Subsidiary or Affiliate thereof,  Participant
 will  have  access to confidential and proprietary information
 regarding  the  internal  affairs,  operations  and  customers
 (customer is defined herein as including, but not limited  to,
 borrowers,   makers,   lessees,   guarantors,   vendors    and
 manufacturers   of  the  following:  equipment,   construction
 equipment, transportation equipment, buses, trailers,  trucks,
 tractors,  vehicles, manufacturing equipment,  machine  tools,
 waste equipment, recycling equipment and production equipment)
 of  the  Company  and  any Subsidiary  or  Affiliate  thereof,
 including  but  not limited to, information contained  in  any
 internal  memorandum,  standard  operating  procedure  manual,
 employee manual, customer or vendor lists, accounting records,
 computer-generated  information,  computer   lists,   computer
 reports,  computer records, computer printouts or any software
 data  or  other  information in any  computer  system  of  the
 Company  or  any  Subsidiary or Affiliate  thereof  and  other
 information which pertains to the business of the  Company  or
 any Subsidiary or Affiliate thereof, which is not disclosed by
 the  Company  or  any Subsidiary or Affiliate thereof  to  the
 general  public.   By  acceptance of this Option,  Participant
 agrees  to keep secret and retain in strictest confidence  and
 not  to  disclose  or  use in any manner,  at  any  time,  all
 confidential matters, proprietary information which relate  to
 the  Company or any Subsidiary or Affiliate thereof including,
 without  limitation, customer lists, trade  secrets,  internal
 memoranda,  policies  of  the Company and  other  confidential
 business  affairs  of  the  Company  and  its  Subsidiary   or
 Affiliate  thereof  and  agrees not to  disclose  any  of  the
 foregoing information, at any time, without the prior  written
 consent  of  the President or Chief Executive Officer  of  the
 Company.

       Participant further agrees that, for 120 days  from  the
 date  that  Participant's employment by  the  Company  or  any
 Subsidiary  or  Affiliate thereof ends; (1) Participant  shall
 not, either directly or indirectly, solicit business from  any
 existing  or  prospective customer(s) of the  Company  or  any
 Subsidiary or Affiliate thereof and (2) Participant shall not,
 either  directly  or  indirectly, agree to  hire,  solicit  or
 recruit  on  behalf of Participant's new employer, or  through
 Participant's new employer, any employee of the Company or any
 Subsidiary  or  Affiliate thereof for any job,  employment  or
 consulting,   in   the  Company's  or  any   Subsidiary's   or
 Affiliate's  industry or with any company which competes  with
 the  Company  or  any  Subsidiary or Affiliate  thereof.   For
 purposes  of this paragraph, a "prospective customer" includes
 but  is not limited to, a person, corporation, partnership  or
 other  business entity with whom one or more financing  and/or
 leasing  transactions  has been discussed  within  the  twelve
 months  prior to termination of Participant's employment  with
 the  Company,  or  any  Subsidiary or Affiliate  thereof.  The
 provisions  of  this  Subparagraph  9(b)  shall  survive   any
 expiration or termination of this Option.

       (c)  In the event that Participant's employment with the
 Company  or  any Subsidiary or Affiliate thereof is terminated
 and  subsequently the Participant becomes re-employed  by  the
 Company  or  any Subsidiary or Affiliate thereof,  Participant
 agrees to the reinstatement of all of the terms and conditions
 of  Paragraph  9  (a)  and (b) hereof as a  condition  of  re-
 employment.

       10.   Notice of Sale.   Participant agrees to  give  the
 Company prompt written notice (within 30 days) of any sale  or
 other  disposition of any Option Shares that occurs (i) within
 two   years  from  the  Date  of  Grant  of  this  Option   to
 Participant,  or  (ii) within one year after the  transfer  of
 such Shares to Participant upon the exercise of the Option.

       11.   Adjustments.  If the total outstanding  shares  of
 Common Stock of the Company shall be increased or decreased or
 changed  into or exchanged for a different number or  kind  of
 shares  of  stock or other securities of the  Company  or  for
 another   corporation   through  reorganization,   merger   or
 consolidation,   recapitalization,  stock   split,   split-up,
 combination  or  exchange  of shares  or  declaration  of  any
 dividends payable in stock, then the Board of Directors  shall
 appropriately  adjust the number of Option Shares  (and  price
 per  share) subject to the unexercised portion of this  Option
 (to  the nearest possible full share) subject in all cases  to
 the limitations of Section 425 of the Code.

       12.  Continuation of Employment.   Neither the Plan  nor
 this  Option  shall  confer  upon  Participant  any  right  to
 continue  in  the employ of the Company or any  Subsidiary  or
 Affiliate  thereof or limit in any respect the  right  of  the
 Company  or  any Subsidiary or Affiliate thereof to  terminate
 Participant's employment at any time and for any reason.

      13.  Plan Documents.   This Agreement is qualified in its
 entirety by reference to the provisions of the Plan applicable
 to  "incentive stock options" as defined in Section 422 of the
 Code, which are hereby incorporated herein by reference.

       14.   Governing  Law.   The Plan, this  Option  and  all
 actions  taken  pursuant hereto, to the extent  not  otherwise
 governed  by the laws of the United States, shall be  governed
 by   the   laws  of  the  State  of  New  York  and  construed
 accordingly, including any conflicts or choice of law rule  or
 principle   that   might  otherwise  refer   construction   or
 interpretation  of  this Agreement to the substantive  law  of
 another  jurisdiction.  This Agreement  may  not  be  amended,
 altered, waived or modified unless it is in writing and signed
 by  Employee/Participant and an officer of the Company who has
 the  title of Executive Vice President or higher.  The written
 Agreement  represents the final agreement between the  parties
 and   may   not   be  contradicted  by  evidence   of   prior,
 contemporaneous  or  subsequent oral  agreements  between  the
 parties.   The  rights  and  remedies  of  the  Company,   its
 Subsidiaries and Affiliates hereunder shall be cumulative  and
 not  alternative.   No delay or failure on  the  part  of  the
 Company, its Subsidiaries or its Affiliates in exercising  any
 rights  hereunder shall operate as a waiver of such or of  any
 other rights.  If any term, provision, covenant or restriction
 of this Option is held by a court of competent jurisdiction to
 be  invalid, illegal, void or unenforceable, the remainder  of
 the  terms, provisions, covenants and restrictions  set  forth
 herein shall remain in full force and effect and shall  in  no
 way  be  affected, impaired or invalidated,  and  the  parties
 hereto  shall  use their best efforts to find  and  employ  an
 alternative  means  to achieve the same or  substantially  the
 same  result  as  that contemplated by such  term,  provision,
 covenant or restriction.  It is hereby stipulated and declared
 to  be  the  intention  of the parties that  they  would  have
 executed  the  remaining  terms,  provisions,  covenants   and
 restrictions  without  including  any  of  such  that  may  be
 hereafter  declared invalid, illegal, void  or  unenforceable.
 The  Company may enforce any violation of these provisions  to
 the  fullest  extent  permitted  under  law  or  equity.   You
 acknowledge  that  upon  a material breach  of  any  of  these
 provisions,  the Company would sustain irreparable  harm  from
 such breach, and, therefore, you agree that in addition to any
 other  remedies  which the Company may have for  any  material
 breach  of this Agreement or otherwise, the Company  shall  be
 entitled   to  obtain  equitable  relief  including   specific
 performance,  injunctions and restraining you from  committing
 or  continuing  any  such violation of  this  Agreement.   The
 Company may apply to any court of competent jurisdiction for a
 temporary restraining order, preliminary injunction, or  other
 interim  or permanent injunctive or other relief as necessary.
 THE  EMPLOYEE/PARTICIPANT HEREBY WAIVES THE RIGHT  TO  HAVE  A
 TRIAL  BY  JURY  IN ANY LITIGATION, ACTION, CAUSE  OF  ACTION,
 COUNTERCLAIM,  CASE,  ARBITRATION OR  PROCEEDING  BETWEEN  THE
 EMPLOYEE/PARTICIPANT  AND  THE COMPANY,  ITS  SUBSIDIARIES  OR
 AFFILIATES.

        In   consideration   of   the  Company   granting   the
 Employee/Participant  this  Option,  please  acknowledge  your
 agreement to fully comply with all of the terms and provisions
 contained  herein  by  signing this  Agreement  in  the  space
 provided below and returning it promptly to Financial  Federal
 Corporation, Attention: Troy H. Geisser, Secretary.

 FINANCIAL FEDERAL CORPORATION



 By____________________________




 By____________________________

 Accepted and Agreed to as of
              .


 ____________________________
 Participant