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, 1996

 Commission file number 1-12006

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

  NEVADA                              88-0244792
 (State or other jurisdiction of    (I.R.S. Employer Identification No.)
  incorporation or organization)

  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 21, 1996 was 
$86,439,053.00. 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 $14.50 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 5,961,314 shares.

The number of shares of the Registrant's Common Stock outstanding as 
of October 21, 1996 was 9,890,246 shares.

 DOCUMENTS INCORPORATED BY REFERENCE

The Registrant's proxy statement for its Annual Meeting of 
Stockholders, to be held December 10, 1996, 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 6 through 20 of 
Financial Federal Corporation's 1996 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, founded 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 and engaged 
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 income-
producing and labor-saving 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 interest, 
administrative and other operating 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, 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 guidelines 
that are designed to achieve attractive yields while minimizing 
delinquencies and 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 analyze the creditworthiness 
of the obligors and collateral values and accordingly structure 
transactions which 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 income 
producing equipment that is movable, has an economic life which is 
longer than the term of the financing, 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 collateral pledged to the Company by obligors and lessees 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 purposes of determining resale 
values.

 Expansion.  All of the Companys offices are located in the 
United States.  Thirty-eight (38) 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 from time to time.

 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 74% of the Company's directors, officers and employees 
who had been employed by the Company for at least one year as of July 
31, 1996, are presently participants in the Stock Option Plan and/or 
own stock in the Company.  The Company attempts, whenever possible, 
to promote personnel from within.

 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 further 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.  Such reduction in the Company's funding 
costs, if achieved, should permit the Company to increase its 
receivables portfolio by enabling the Company to offer more 
competitive rates, 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 adverse market conditions.

Marketing Strategy
 The Company markets its services through marketing personnel 
based in 23 domestic locations, 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 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 effectively compete 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. 

 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.  Most of the vendors with whom the Company has 
relationships also sell finance receivables to other financial 
institutions.  The Company presently does business 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.

 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.  During 1996, the 
average finance receivable originated by the Company was 
approximately $140,000. The Company typically does not provide 
financings of less than $30,000, except in limited circumstances.

 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 the making of capital 
loans secured by equipment.  Customers seek such capital loans for 
numerous reasons, including consolidation of obligations, working 
capital, 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.  Such capital loans are 
generally four to five years in term, and the documentation in 
connection therewith generally contains prepayment premium 
provisions.

  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 three designations of 
credit officer authority levels.  A credit officer's authority level 
is based, among other 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 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 equip-
ment 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 $50 billion and 
its share of this market is less than 1%.

Employees
 At July 31, 1996, the Company had 124 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 a non-solicitation 
provision) 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 90 days 
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., 65, 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, 38, 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, 49, 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, 47, 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, 34, 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, 48, 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 rentable square 
feet of space. As of July 31, 1996, the Company has full service 
offices (where credit analysis and approval, collection and marketing 
functions are performed) in Houston, Texas; Westmont, Illinois; 
Teaneck, New Jersey; Hilton Head, South Carolina; and Charlotte, 
North Carolina, which generally consist of between approximately 
2,000 and 4,500 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.

Item 3.  LEGAL PROCEEDINGS

 There are no 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, 1996.


 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 January 1996 stock split.
                                            Price Range
                                           Low      High
Fiscal year 1996    
First Quarter ended October 31, 1995     $11.75     $14.59
Second Quarter ended January 31, 1996    $13.92     $16.50
Third Quarter ended April 30, 1996       $15.13     $16.88
Fourth Quarter ended July 31, 1996       $12.63     $17.13

Fiscal year 1995    
First Quarter ended October 31, 1994     $10.17     $12.08
Second Quarter ended January 31, 1995    $11.59     $12.92
Third Quarter ended April 30, 1995       $11.33     $13.33
Fourth Quarter ended July 31, 1995       $11.00     $12.00

 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 21, 1996 was 69.  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, 1996, which information is incorporated 
herein by reference.  The Company has not paid any cash dividends on its 
Common Stock.

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, 1996, 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, 1996, 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 Registrant's proxy statement (filed or to be 
filed pursuant to Regulation 14A) for its Annual Meeting of Stockholders 
to be held December 10, 1996, 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 Registrant's proxy statement (filed or to be 
filed pursuant to Regulation 14A) for its Annual Meeting of Stockholders 
to be held December 10, 1996.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT

 The information required by Item 12 is incorporated by reference 
from the information in Registrant's proxy statement (filed or to be 
filed pursuant to Regulation 14A) for its Annual Meeting of Stockholders 
to be held December 10, 1996.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 The information required by Item 13 is incorporated by reference 
from the information in Registrant's proxy statement (filed or to be 
filed pursuant to Regulation 14A) for its Annual Meeting of Stockholders 
to be held December 10, 1996.

 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 11 through 20 of the 
Registrant's Annual Report to Stockholders for the fiscal year 
ended July 31, 1996, as provided in Item 8 hereof:

 - Consolidated Balance Sheet as at July 31, 1996 and 1995.
 - Consolidated Statement of Stockholders' Equity for the fiscal 
   years ended July 31, 1996, 1995 and 1994.
 - Consolidated Statement of Operations for the fiscal years ended 
   July 31, 1996, 1995 and 1994.
 - Consolidated Statement of Cash Flows for the fiscal years ended 
   July 31, 1996, 1995 and 1994.
 - 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 related notes.

 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
 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
 10.22           Form of Deferred Compensation Agreement with certain 
                 officers as filed under the Top Hat Plan with the 
                 Department of Labor
 11.1            Computation of Earnings Per Share 
 13.1            1996 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. 


(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, 1996.

<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:                                   
                                      
     Clarence Y. Palitz, Jr.,  
     Chairman of the Board and President
     

     October 28, 1996

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.


                                                                          
                                                                       
                                       
Clarence Y. Palitz, Jr., Chairman of the Board, President and Chief 
Executive Officer                                               October 28, 1996

 
                                                                          
                                                                    
                            
Lawrence B. Fisher, Director                                    October 28, 1996


                                                                          
                                                                      
                            
William C. MacMillen, Jr., Director                             October 28, 1996

                                                                          
                                                                     
                            
Bernard G. Palitz, Director                                     October 28, 1996
  

                                                                          
                                                                     
                            
Paul Sinsheimer, Executive Vice President and Director          October 28, 1996

                                                                          
                                                                       
                            
Michael C. Palitz, Executive Vice President, Treasurer, Chief Financial 
Officer and Director                                            October 28, 1996


                                                                          
                                                                     
                            
David H. Hamm, Controller, Assistant Treasurer and Principal Accounting 
Officer                                                         October 25, 1996


<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.

<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
August 30, 1996

<PAGE>

<TABLE>
Schedule I
FINANCIAL FEDERAL CORPORATION
CONDENSED BALANCE SHEET

<CAPTION> 
                                                            July 31,
                                                       1996        1995
<S>                                                   <C>         <C>

ASSETS

Cash                                                  $   256,000  $   361,000
Due from subsidiaries:
       Advances                                        27,626,000   19,325,000  
       Subordinated notes receivable                   45,000,000   25,000,000

Investment in subsidiaries - at equity                 34,749,000   26,399,000
Other assets                                              814,000      692,000
                                                      -----------   ----------
      TOTAL                                          $108,445,000   $71,777,00
                                                     ============   ==========
     
LIABILITIES

Senior debt                                           $ 4,966,000  $  5,106,000
Accrued interest, taxes and other liabilities           2,331,000     1,639,000
Subordinated debt                                       6,957,000     6,957,000
                                                      -----------   -----------
      Total liabilities                                14,254,000    13,702,000
                                                      -----------   -----------


STOCKHOLDERS' EQUITY

Common stock                                           4,980,000      2,790,000
Additional paid-in capital                            58,289,000     33,201,000
Warrants                                                  29,000         29,000
Retained earnings                                     30,893,000     23,495,000
Treasury stock, at cost - 96,000 shares                              (1,440,000)
                                                      ----------     ----------
       Total stockholders' equity                     94,191,000     58,075,000
                                                     -----------     ----------
       TOTAL                                        $108,445,000    $71,777,000
                                                    ============    ===========

<FN>
The note hereto, the consolidated financial statements and the notes 
thereto are made a part hereof.

</TABLE>

<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  $14,205,000  $10,891,000  $  9,368,000
Interest charges to subsidiaries                          4,007,000    3,266,000     2,779,000
                                                        -----------  -----------  ------------
                             Total                       18,212,000   14,157,000    12,147,000
                                                        -----------  -----------  ------------
      
Expenses:
     Interest expense                                       972,000    1,004,000     1,063,000
     Other expenses (net)                                 1,811,000    1,581,000     1,600,000
                                                        -----------  -----------   -----------  
                             Total                        2,783,000    2,585,000     2,663,000 
                                                        -----------  -----------   -----------  
 

Earnings before income taxes                             15,429,000   11,572,000     9,484,000


Provision for income taxes                                5,819,000    4,363,000     3,540,000
                                                         ----------   ----------   -----------  
 
       
NET EARNINGS                                              9,610,000   7,209,000      5,944,000


Retirement of treasury stock                               (840,000)       

Three-for-two stock split                                (1,372,000)

Retained earnings - August 1                             23,495,000    16,286,000    10,342,000 
                                                       ------------    -----------   ----------
       
RETAINED EARNINGS - JULY 31                             $30,893,000   $23,495,000   $16,286,000  
                                                       ============   ===========    ==========  
<FN>
The consolidated financial statements and the notes 
thereto are made a part hereof.
</TABLE>

<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              $ 1,330,000   $    381,000  $   128,000 
                                                      ------------    -----------   ----------
                 
Cash flows from investing activities:                        
    Collections from(advances to) subsidiaries-net      (8,301,000)     2,853,000    4,026,000 
    Subordinated notes receivable - subsidiary:
         Advanced                                      (20,000,000)   (25,000,000)  (2,000,000)
         Collected                                                     20,000,000        
    Dividends received from subsidiary                     500,000      2,000,000    3,000,000
                                                      ------------    -----------   ----------

      Net cash provided by(used in)investing 
       activities                                      (27,801,000)      (147,000)   5,026,000  
                                                      ------------    -----------   ----------

Cash flows from financing activities:
    Commercial paper:
          Proceeds                                      76,869,000     71,393,000   25,357,000
          Repayments                                   (76,509,000)   (71,770,000) (31,860,000)
     Note payable - bank                                  (500,000)       500,000
     Repurchase of subordinated debt                                     (595,000)
     Proceeds from sale of common stock, net            26,340,000
     Proceeds from exercise of stock options and 
      warrants                                             166,000        306,000    2,409,000
     Acquisition of treasury stock                                                  (1,440,000)    
     Tax benefit relating to stock options                                 37,000      376,000
                                                      ------------    -----------   ----------

      Net cash provided by(used in)financing 
       activities                                       26,366,000       (129,000)  (5,158,000)
      
NET INCREASE (DECREASE) IN CASH                           (105,000)       105,000       (4,000) 

Cash - August 1                                            361,000        256,000      260,000
                                                      ------------    -----------   ----------

CASH - JULY 31                                        $    256,000   $    361,000  $   256,000  
                                                      ============   ============  ===========


<FN>

Non-cash financing activities:

In 1996, the Company retired 96,000 common shares held as treasury 
stock resulting in a decrease 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.

In 1994, $1,507,000 of subordinated debentures were exchanged in 
connection with the exercise of 274,000 stock warrants.


The consolidated financial statements and the notes 
thereto are made a part hereof.

</TABLE>

<PAGE>

FINANCIAL FEDERAL CORPORATION

NOTE TO CONDENSED BALANCE SHEET



Due from Subsidiaries:

Advances to subsidiaries generally bore interest at 5.66% and 6.25% at July 31, 
1996 and 1995, respectively.

Subordinated notes receivable are due $25,000,000 on July 31, 2002,  
$10,000,000 on September 1, 2002 and $10,000,000 on July 31, 2004 and 
provide for interest, receivable quarterly, at the annual rates of 
8.35%, 7.85% and 7.50%, respectively.  The notes and interest thereon 
are subordinated to the subsidiary's borrowings from banks, 
institutional investors, commercial paper investors and other debt 
designated by the subsidiary's Board of Directors.

Other assets include $744,000 and $592,000 of accrued interest 
receivable from subsidiaries at July 31, 1996 and 1995, respectively. 
 
<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          *
   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.                  19
   10.22     Form of Deferred Compensation Agreement with certain 
             officers as filed under the Top Hat Plan with the 
             Department of Labor                                     24
   11.1      Computation of Earnings Per Share                       27
   13.1      1996 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 10K)         
   22.1      Subsidiaries of the Registrant                          28
   23.1      Consent of Independent Auditors                         29
   27        Financial Data Schedule (EDGAR version only)
 ____________
*Previously filed with the Securities and Exchange Commission as an exhibit. 

<PAGE>

Exhibit 10.21


 COMMERCIAL PAPER DEALER AGREEMENT 

THIS COMMERCIAL PAPER DEALER AGREEMENT, dated as of  [insert date], between 
[insert dealer name] (the "Dealer"), and FINANCIAL FEDERAL CREDIT INC. (the 
"Company").

WHEREAS, the Company desires to issue its short-term promissory notes in the 
United States commercial paper market,

WHEREAS, the Company has requested the Dealer to act as dealer therefor and 
the Dealer has indicated its willingness to do so on the terms and 
conditions contained herein,

NOW THEREFORE, the Dealer and the Company hereby agree as follow:

1. The Notes.  The term "Notes" means short-term promissory notes of the 
Company, each such note (a) having a maturity at the time of issuance 
of not more than 270 days (exclusive of days of grace) and (b) not 
containing any provision for automatic "rollover".  The proceeds from 
the sale of the Notes will be used by the Company for "current 
transactions" within the meaning of Section 3(a)(3) of the Securities 
Act of 1933, as amended (the "1933 Act").  The Notes will be issued in 
such face or principal amounts (but not less than $100,000 each) and 
will bear such interest rates (if interest-bearing) or be sold at such 
discounts, if any, from their face amounts, as shall be approved in 
writing in advance by the Company in its sole discretion.

2. Appointment of Dealer.  The Company hereby appoints the Dealer to be a 
dealer in respect of the Notes and the Dealer accepts such appointment 
subject to the terms and conditions set forth herein.  Although (a) 
the Company has and shall have no obligation to permit the Dealer to 
purchase any Notes or arrange any sale of Notes for the account of the 
Company, and (b) the Dealer has and shall have no obligation to 
purchase any Notes or arrange any sale of Notes for the account of the 
Company, the parties hereto agree that any purchase of Notes by the 
Dealer and any sale of Notes arranged by the Dealer will be effected 
in reliance on, among other things, the representations, warranties, 
covenants and agreements of the Company contained herein or made 
pursuant hereto and on the terms and conditions and in the manner 
herein set forth.  

3. Issuance of Notes.  (a) Prior to or on the date of a proposed issuance 
of Notes, the Dealer and the Company shall confer as to the face or 
principal amounts, maturities and denominations thereof, the 
applicable interest rates or the discounts from the face amounts, at 
which the Notes are to be issued.  When the Company has approved such 
issuance in writing, the Dealer will instruct the Issuing and Paying 
Agent to deliver executed and countersigned Notes to the persons 
specified by the Dealer on the date of issuance.

 (b) The authentication and delivery of Notes pursuant hereto by The 
First National Bank of Chicago, as issuing and paying agent (the 
"Issuing and Paying Agent") shall constitute the issuance of such 
Notes by the Company.  The Company agrees that (i) signed Notes in 
bearer form shall be delivered to the Issuing and Paying Agent and 
(ii) instructions to the Issuing and Paying Agent to complete, 
authenticate and deliver such Notes shall be made in the manner 
prescribed in the agreement between the Company and the Issuing and 
Paying Agent (as amended from time to time, the "Issuing and Paying 
Agency Agreement"). The Company shall promptly give the Dealer prior 
written notice of any change in the entity serving as the Issuing and 
Paying Agent. 

4. Representations and Warranties.  The Company represents and warrants: 
 

 (a) the Company is a duly organized and validly existing corporation 
in good standing under the laws of the state of its incorporation and 
has the corporate power and authority to own its property and to carry 
on its business as presently being conducted, to execute and deliver 
this Agreement, the Issuing and Paying Agency Agreement and the Notes, 
and to perform and observe the conditions hereof and thereof; 

 (b) the execution and delivery and performance of this Agreement and 
the Issuing and Paying Agency Agreement and the issuance and sale of 
the Notes have been duly authorized by the Company, and this Agreement 
and the Issuing and Paying Agency Agreement constitute, and when the 
Notes have been duly executed by the Company and countersigned and 
delivered by the Issuing and Paying Agent against payment therefor, 
such Notes will constitute, legal, valid and binding obligations of 
the Company, enforceable in accordance with their terms, except as 
enforcement thereof may be limited by bankruptcy, insolvency or other 
similar laws relating to or affecting generally the enforcement of 
creditors' rights or by general equitable principles, or by applicable 
federal or state securities laws; 

 (c) no consent or action of, or filing or registration with, any 
governmental or public regulatory body or authority (other than as may 
be required under state securities laws) is required to authorize, or 
is otherwise required in connection with, the execution, delivery or 
performance of this Agreement, the Issuing and Paying Agency Agreement 
or the Notes, except such as have already been obtained;

 (d) neither the execution and delivery by the Company of this 
Agreement, the Issuing and Paying Agency Agreement or the Notes, nor 
the fulfillment of or compliance with the terms and provisions hereof 
or thereof by the Company, will (i) result in the creation or 
imposition of any mortgage, lien, charge or encumbrance of any nature 
whatsoever upon any of the properties or assets of the Company; (ii) 
violate any of the terms of the Company's charter documents or By-
laws, any contract or instrument to which the Company is a party or to 
which it or its property is bound, or any law or regulation or any 
order, writ, injunction or decree of any court or governmental 
instrumentality, to which the Company is subject or by which it or its 
property is bound; 

 (e) each Note issued by the Company pursuant to the terms hereof and 
of the Issuing and Paying Agency Agreement is exempt from the 
registration requirements of the 1933 Act by reason of Section 3(a)(3) 
thereof, and neither registration of the Notes under the 1933 Act nor 
qualification of an indenture under the Trust Indenture Act of 1939, 
as amended, with respect to the Notes will be required in connection 
with the offer, issuance, sale or delivery of the Notes in accordance 
with the terms hereof and of the Issuing and Paying Agency Agreement; 

 (f) the Company is neither an "investment company" nor a "company 
controlled by an investment company" within the meaning of the 
Investment Company Act of 1940, as amended; and 

 (g) there are no actions, suits, proceedings, or investigations 
pending or, to the Company's knowledge, threatened against the Company 
or any of its officers, directors or persons who controls the Company 
(within the meaning of Section 15 of the 1933 Act or Section 20 of the 
Securities Exchange Act of 1934, as amended) or to which any property 
of the Company is subject, which could reasonably be expected to 
materially prevent or interfere with or materially and adversely 
affect the Company's execution, delivery or performance of this 
Agreement, the Issuing and Paying Agency Agreement or the Notes.

5. Offering Materials.  (a) The Company understands that, in connection 
with the sale of the Notes, certain materials relating to the Company 
and its affiliates may be prepared (collectively referred to herein as 
the "Offering Materials"). To provide a basis for the preparation of 
the Offering Materials and to assist the Dealer's normal credit review 
procedures, the Company shall provide the Dealer with copies of (i) if 
the Company becomes a reporting company under the Securities Exchange 
Act of 1934, as amended, its most recent reports of the Company on 
Forms 10-Q and 10-K filed with the Securities and Exchange Commission 
("SEC") and each report on Form 8-K filed by the Company with the SEC 
during the current fiscal year, and (ii) its most recent annual 
audited financial statements and each interim financial statements or 
report prepared subsequent thereto. In addition, the Company will 
provide the Dealer with such other information generally supplied in 
writing to security analysts.  In addition, the Company will provide 
the Dealer with such other information as the Dealer may reasonably 
request for the purpose of its on-going credit review of the Company, 
which information, to the extent not required to be included in the 
Offering Materials, may be subject to a confidentiality agreement 
between the Company and the Dealer. The Company authorizes the Dealer 
to distribute the Offering Materials as the Dealer sees fit. 

 (b) The Dealer agrees to furnish all Offering Materials to the 
Company for its written approval prior to the use thereof in offering 
the Notes.  The Dealer shall not use any Offering Materials until it 
has received written approval from the Company of such Offering 
Materials. No materials other than the Offering Materials submitted to 
the Company for approval will be used to offer the Notes.  The 
Company's approval shall not apply to information provided by the 
Dealer for inclusion in the Offering Materials, and the Dealer's use 
of Offering Materials containing information not approved by the 
Company shall constitute the Dealer's approval of such information.  A 
written approval by the Company shall constitute a representation that 
the Offering Materials, as to that portion specifically approved, do 
not contain an untrue statement of a material fact or omit to state a 
material fact necessary in order to make the statements therein, in 
light of the circumstances under which they are made, not misleading. 
 If, at any time during the term of this Agreement, any event occurs 
or circumstances exist as a result of which any then current Offering 
Materials would include such untrue statement of a material fact or 
omission to state a material fact related to those portions of the 
Offering Materials previously approved by the Company, then the 
Company will promptly notify the Dealer and provide the Dealer with 
revised information that corrects such untrue statement or omission. 

6. Repetition of Representations and Warranties.  Each sale of Notes by 
the Company hereunder shall be deemed to be a representation and 
warranty by it that, as of the date of such sale, (a) the 
representations, warranties and covenants of the Company contained in 
Sections 4 are true and correct, and (b) the Issuing and Paying Agent 
has not resigned, or been terminated or replaced. 

7. Conditions Precedent to Dealer's Obligations.  As conditions precedent 
to any obligations of the Dealer hereunder, the Company shall furnish 
to the Dealer the following documents, in form and substance 
reasonably satisfactory to the Dealer: (a) a true and complete copy of 
the Issuing and Paying Agency Agreement; (b)(i) a certified copy of 
resolutions, duly adopted by the Board of Directors of the Company 
authorizing the issuance and sale of the Notes and (ii) a certificate 
as to the incumbency and signatures of certain officers authorized to 
act on behalf of the Company; and the acceptance by the Company of 
proceeds from each sale of Notes hereunder shall be deemed to 
constitute a representation and warranty by the Company that such 
certificates are accurate and complete and that such resolutions are 
in full force and effect, in each case, as of the date of such 
acceptance of proceeds; and (c) an opinion of counsel to the Company, 
with respect to the matters set forth in Section 4(a) through 4(g) and 
in form and substance acceptable to the Dealer. 

8. Covenants of the Company.  The Company covenants and agrees that: (a) 
for the benefit of the Dealer and the holders from time to time of the 
Notes, the Company will not permit to become effective any amendment, 
supplement, rider, waiver or consent to or under any Note, the Issuing 
and Paying Agency Agreement or any document prepared in connection 
with any thereof which might adversely affect the interests of the 
holder of any Note then outstanding.  The Company will give the Dealer 
written notice of any such proposed amendment, supplement, rider, 
waiver or consent at least ten days prior to the effective date 
thereof; (b) the Company agrees to furnish prior notice to the Dealer 
of any proposed resignation, termination or replacement of the Issuing 
and Paying Agent.

9. Indemnification.  (a) The Company will indemnify and hold harmless the 
Dealer and any affiliate, director, officer, employee or agent of the 
Dealer and any party who "controls" the Dealer within the meaning of 
Section 15 of the 1933 Act (each, an "indemnified party") against any 
and all liabilities, losses, damages, claims, costs and expenses 
(including, without limitation, reasonable fees and disbursements of 
counsel) (i) arising out of or based upon any allegation that any 
portions of any Offering Material approved in writing by the Company 
or any information provided to the Dealer in writing hereunder by the 
Company specifically for inclusion in the Offering Materials includes 
an untrue statement of a material fact or omits to state any material 
fact necessary to make the statements therein, in light of the 
circumstances under which they were made, not misleading, or (ii) 
arising out of the material breach by the Company of any agreement or 
representation or warranty made or deemed made pursuant to this 
Agreement. 

 The above indemnification shall not apply to the extent that the 
liability, loss, damages, claims, costs and expenses arise from the 
inclusion by any indemnified party in any Offering Material of 
statements that have not been approved by the other party pursuant to 
Section 5 of this Agreement, of an untrue statement of a material fact 
or an omission to state any material fact necessary to make the 
statements therein, in light of the circumstances under which they 
were made, not misleading. 

 (b)  The Dealer shall promptly notify the Company in writing of any 
action or claim asserted against any indemnified party as to which 
indemnification may be required.  The Company shall thereupon assume 
the defense thereof, including the employment of counsel and the 
payment of all expenses.  The Company shall have no obligation to 
indemnify against any settlement, costs or expenses incurred prior to 
the delivery of written notice of a claim to the Company.  The Dealer 
(but not other indemnified parties) shall have the right to employ 
separate counsel and to participate in the defense thereof, but such 
participation shall be at the Dealer's expense, unless (i) the Company 
has specifically authorized in writing the retention of such counsel, 
(ii) the Company has failed to assume the defense and employ counsel 
after the delivery by the Dealer of written notice as provided above, 
or (iii) the named parties include the Dealer and the Company, and 
counsel shall have advised that representation of both parties by the 
same counsel would be prohibited under applicable standards of 
professional conduct due to actual or potential differing interests 
between them (in which case the Company shall not assume the defense, 
provided that Company shall not be responsible for the fees of more 
than one separate firm of attorneys for all actions arising out of the 
same general allegations or circumstances in any one jurisdiction).  
The Company shall not be liable for any settlement of any such action 
or claim effected without its prior written consent, but if settled 
with written consent or if there is a final judgment, the Company 
agrees to indemnify and hold harmless the Dealer against any loss or 
liability by reason of such approved settlement or judgment.

 (c) If the indemnification provided for in this section is 
unavailable, or insufficient, then each indemnifying party, in lieu of 
indemnifying such indemnified party, shall contribute to the amount 
paid or payable by such indemnified party (i) in such proportion as is 
appropriate to reflect the relative benefits received by the Company 
on one hand and the Dealer on the other from the offering of the 
Notes, or (ii) if the allocation provided in (i) above is not 
permitted pursuant to applicable law (or to the extent that the 
contribution allocated is unobtainable from one or more contributing 
parties), in such proportion as is appropriate to reflect not only the 
relative benefits referred to in (i) above, but also the relative 
fault of the Company on the one hand and the Dealer on the other in 
connection with the statements or omissions which resulted in such 
losses, claims, damages, liabilities or expenses, as well as other 
relevant equitable considerations.  The relative benefits received by 
the Dealer on the one hand and the Company on the other shall be 
deemed to be in the same proportion as the total net proceeds from the 
Note offering (before deducting expenses) received by the Company bear 
to the total fees received by the Dealer.  The relative fault of the 
Company on the one hand and of the Dealer on the other shall be 
determined by reference to, among other things, whether the claim 
relates to information in the Offering Materials approved by the 
Dealer or the Company and the parties' relative intent, knowledge, 
access to information and opportunity to correct or prevent the 
statement or action that is the basis for the claim.

10. Compensation.  The Dealer shall be entitled to compensation in the 
amounts mutually agreed upon in writing between the Company and the 
Dealer from time to time.

11. Notices.  All notices required or permitted under the terms and 
provisions hereof shall be in writing (which shall include facsimile 
transmission with receipt confirmed) and shall, unless otherwise 
provided herein, be effective when received at the address specified 
below or at such other address as shall be specified in a notice 
furnished hereunder.

  If to the Company:

   Financial Federal Credit Inc.
   400 Park Avenue 
   New York, NY 10022
   Attention: Michael C. Palitz, CFO and Treasurer  
   Tel. No.: (212) 888-3344
   Facsimile No.: (212) 888-0695

  If to the Dealer:

   




12. Miscellaneous.  This Agreement is to be delivered and performed, and 
shall be construed and enforced in accordance with, and the rights of 
the parties shall be governed by, the internal laws of the State of 
[insert state]. 

 (a) The Company agrees that any suit, action or proceeding brought 
by the company against the Dealer in connection with or arising 
out of this Agreement or the offer and sale of Notes shall be 
brought solely in federal or state court, located in [insert 
jurisdiction]. 

 (b) With the prior written consent of the Company, the Dealer may 
share with any affiliate of the Dealer, including but not 
limited to [insert name of specific affiliates] (the Dealer and 
such affiliates, each an "Affiliated party" and collectively, 
the "Affiliated parties") any and all financial information in 
the possession of any of the Affiliated parties (including, 
without limitation, documents in possession of any of the 
Affiliated parties and any credit or other analyses prepared by 
a Affiliated party) concerning the Company,  except to the 
extent that the Affiliated party is prohibited from sharing such 
information pursuant to a written confidentiality agreement or 
by law.

 (c) This Agreement may be terminated, at any time, by the Company, 
upon notice to such effect to the Dealer, or by the Dealer, upon 
notice to such effect to the Company.  Any such termination, 
however, shall not affect the obligations of the Company and the 
Dealer under Sections 9 and 10 hereof or the rights or 
responsibilities of the parties arising prior to the termination 
of this Agreement.

 (d) This Agreement may not be assigned by the Company without the 
prior consent of the Dealer and any such assignment without such 
consent shall be null and void.  This Agreement may be assigned 
or transferred by the Dealer to any affiliate of the Dealer upon 
at least 30 days prior written notice to the Company.

 (e) This Agreement may be executed in any number of counterparts, 
all of which taken together shall constitute one and the same 
instrument and any party hereto may execute this Agreement by 
signing one or more counterparts.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day 
and year first above written.

       [DEALER] 




       By: _____________________ 
             
          Title:  


       FINANCIAL FEDERAL CREDIT INC. 



       By: ____________________

       Title:           
                            

       By: ____________________
       
       Title: 


<PAGE>


Exhibit 10.22

DEFERRED COMPENSATION AGREEMENT

  THIS AGREEMENT, made as of the _______ day of _________, 
19_____, by and between Financial Federal Credit Inc. (the "Company") and  
____________________ (the "Employee");

 W I T N E S S E T H :

  WHEREAS, Employee is an employee of the Company; and 

  WHEREAS, the Employee and the Company desire to set forth in 
writing herein the terms and conditions of their agreement with respect to 
the payment to Employee, on a deferred basis, of some of the Employee's 
salary for his services to the Company for the months of ____________, 19___ 
 through December, 19_____.

  NOW, THEREFORE, the parties hereto agree as follows:

  1. Certain amounts of salary earned by the Employee for each 
of the months of ____________ 19_____ through December 19_____, shall be 
deferred and, in lieu of current payment thereof, the Company shall pay to 
the Employee the sum of $___________on ________________,______[DATE].  The 
amounts so deferred are shown on Exhibit 1 to this Agreement.  In the event 
the Employee's employment is terminated for any reason whatsoever during 
this period, the amount payable to the Employee pursuant to this paragraph 
shall be proportionately reduced (in the same proportion as the number of 
days or portions thereof from the date of such termination of employment to 
the end of this period bears to the entire period), and any payment provided 
for in paragraphs  "2", "3", "5" or "7" of this Agreement shall be further 
discounted as described in paragraph "4" of this Agreement.

  2. In the event of i). Employee's death, ii). Employee's 
retirement from the Company and its affiliates (and employment is not 
obtained with another company in substantially the same types of business as 
the Company is engaged) or iii). Employee's leave of absence owing to a bona 
fide disability (which shall be defined as the incapacity to perform any 
employment which would be appropriate given the prior physical status, 
intellectual ability and experience of the Employee, due to a mental or 
physical disability which shall have been certified by an independent 
physician and which has lasted or can be expected to last for a continuous 
period of not less than twelve months), then, in the Company's sole 
discretion, either a). the Company shall pay the amount specified in 
paragraph "1" on the date there specified or b). all amounts payable 
pursuant to paragraph "1" of this Agreement shall be re-computed as 
described in paragraph "4" of this Agreement and shall be paid in total on 
the first day of the first month 30 days after the date of the death, 
retirement or disability.  Payments of amounts due pursuant to the terms of 
this paragraph shall be made first to the Employee, if living, then to the 
Employee's Beneficiary, _____________________, the Employee's ________, or 
if he/she is not then alive, to the Employee's Estate.

  3. Except for the events specified in paragraph "2" of this 
Agreement, in the event of termination of Employee's employment by the 
Company for any other reason whatsoever (other than a transfer to employment 
with an affiliate of the Company), or in the event the Employee terminates 
his employment with the Company and its affiliates, then, in either such 
event, the amount payable pursuant to paragraph "1" of this Agreement shall 
be paid to Employee on the first day of the first month following such 
termination of employment in an amount calculated as set forth in paragraph 
"4" of this Agreement.

  4. If, pursuant to paragraphs "2", "3", "5" or "7" of this 
Agreement, payment of any amount provided for in paragraph "1" of this 
Agreement is to be made earlier than the due date set forth in such 
paragraph "1", the amount to be paid is the amount as provided in paragraph 
"1" of this Agreement, discounted at the rate of [Applicable Federal MidTerm 
Rate, monthly compounding, for prior month] per annum, compounded monthly, 
from the date any such payments would have been due (as set forth in 
paragraph "1" of the Agreement) to the actual date of payment.  For purposes 
of illustration, a payment of $500.00 would be due with respect to a 
$[xxx.xx] payment which would have been due and payable forty-eight (48) 
months later.

  5. If any federal, state or other tax law or regulation or 
any determination by any taxing authority with respect to the Employee would 
cause any amounts due pursuant to this Agreement to become taxable to the 
Employee before payment thereof, except for taxes owing due to FICA, FUTA, 
or other employment taxes, then the Employee, irrespective and 
notwithstanding any other provisions of this Agreement, shall have the 
right, upon written notice to the Company, to require payment of any of the 
installments or portions thereof specified in paragraph "1" of this 
Agreement.  The notice shall specify a date within ninety (90) days of such 
notice when payment is to be made.  The payment shall be made in an amount 
calculated as set forth in paragraph "4" of this Agreement.

  6. Employee shall have no right to pledge, hypothecate, 
assign or otherwise dispose of any amounts due or to become due hereunder.  
Employee's right to receive payments under this Agreement shall be no 
greater than those of any other unsecured creditor of the Company.

  7. Should, at any time, more than 50 percent of the combined 
voting power of the Company's then outstanding voting securities be held by 
any person, entity or group of persons, directly or indirectly, within the 
meaning of section 13(d) or 14(d) of the Securities Exchange Act of 1934, as 
amended ("Act"), other than those persons, entities or groups of persons 
owning over 14 percent of the combined voting power as of the date hereof, 
or a liquidation or dissolution of the Company or of the sale of all or 
substantially all of the Company's assets, then a). the Company may, upon 30 
days notice, pay to Employee the amount payable pursuant to paragraph "1" of 
this Agreement on the first day of the first month following such notice in 
an amount calculated as set forth in paragraph "4" of this Agreement, OR b). 
Employee may, upon 30 days notice, require that the Company pay to Employee 
the amount payable pursuant to paragraph "1" of this Agreement on the first 
day of the first month following such notice in an amount  calculated as set 
forth in paragraph "4" of this Agreement.
 
  8. During the term of this Agreement, the Company shall 
furnish to Employee, no later than the 30th day of each fiscal year, a 
schedule setting forth in reasonable detail the changes occurring during the 
preceding year and the balance as at the end of the preceding year with 
respect to the amount accrued by the Company on account of all sums payable 
hereunder to Employee.

  9. Employee shall have the right at any time, by written 
notice to the Company, to change the Beneficiary named in paragraph "2" 
hereof, with such notice acknowledged in writing by the Company.

  10.  This Agreement contains the entire understanding of the 
parties hereto relating to the payments described herein; however, this 
Agreement shall not affect any other salary nor any other benefit that 
Employee may be or may become entitled to, except as required by law.  This 
written agreement represents the entire final agreement between the parties 
relating to the payments described herein and may not be contradicted by 
evidence of prior, contemporaneous or subsequent oral agreements of the 
parties.  There are no unwritten oral agreements between the parties.  This 
agreement cannot be amended, modified or changed except by a writing signed 
by both parties.  Only an officer of the Company with the title of Senior 
Vice President or a more senior officer may accept this agreement or agree 
to any amendments, modifications or changes.

  11. This Agreement shall be governed and construed in 
accordance with the laws of the State of New York.  If any provision of this 
Agreement is rendered or declared invalid, illegal or ineffective by any 
existing or subsequently enacted legislation or decision of a court of 
competent jurisdiction, such legislation or decision shall only invalidate 
such provision to the extent so rendered or declared invalid, illegal or 
ineffective in such jurisdiction only and shall not impair, invalidate or 
nullify the remainder of this Agreement which shall remain in full force and 
effect.
 
  12. Any controversy or claim arising out of or relating to 
this Agreement or  any alleged breach thereof shall be settled by 
arbitration in New York City in accordance with the rules of the American 
Arbitration Association governing contract disputes and judgment upon the 
award rendered by any arbitrator(s) may be entered in any court of 
appropriate jurisdiction.
  
  IN WITNESS WHEREOF, Company has caused this Agreement to be 
executed by its duly authorized officers and Employee has hereunto set his 
hand on the day and year first above written.

       FINANCIAL FEDERAL CREDIT INC.

       BY:                            
 (Title)
       EMPLOYEE:

                                       
     
       _____________________

<PAGE>

Exhibit 11.1
<TABLE>
FINANCIAL FEDERAL CORPORATION & SUBSIDIARIES
CHEDULE OF COMPUTATION OF EARNINGS PER SHARE
<CAPTION> 
                                                                  Year Ended July 31,  
                                                        1996          1995          1994  
<S>                                                    <C>           <C>           <C>

Primary 
-------------------------
Net earnings for primary per share amounts              $9,610,000     $7,209,000   $5,944,000 
                                                        ==========     ==========   ==========
 
Weighted average number of common
   shares outstanding                                    8,617,558      8,199,686    7,366,763
 
Add - common equivalent shares
   (determined using the
   "treasury stock" method)                                865,770        756,436    1,282,221
                                                           -------        -------    ---------
                                     
Weighted average number of shares
  used in calculation of primary net
  earnings per common share                              9,483,328      8,956,122    8,648,984
                                                         =========      =========    =========
                                
Primary net earnings per common share                        $1.01          $0.80        $0.69
                                                         =========          =====        =====           
 
 
Fully Diluted                       
--------------------------

Net earnings for fully diluted per share
  amounts                                               $9,610,000     $7,209,000   $5,944,000
                                                         =========      =========    =========      
                                     
Weighted average number of shares
  used in calculation of fully diluted
  net earnings per common share                          9,508,538      8,970,057    8,649,339
                                                         =========      =========    =========      

                                   
Fully diluted net earnings per common
 share                                                       $1.01          $0.80        $0.69
                                                         =========      =========    =========
</TABLE>
<PAGE> 
 
 
Exhibit 22.1


SUBSIDIARIES OF REGISTRANT



Name                                 State of incorporation    

Financial Federal Credit Inc.   Texas




Names of particular subsidiaries have been omitted since in the 
aggregate they do not constitute a significant subsidiary as of July 31, 
1996 as defined by Rule 1-02(w) of Regulation S-X.
 
<PAGE>

Exhibit 23.1


CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation by 
reference in the Registration Statement on Form S-8 (No. 33-73320) of 
Financial Federal Corporation of our report dated August 30, 1996, included 
in this Annual Report on Form 10-K.  We also consent to the incorporation by 
reference in such Registration Statement of our report on the Financial 
Statement Schedules, which appears on Page 13 of this Form 10-K.




        /s/ Eisner & Lubin LLP    
                                         
                                                                            
                                            CERTIFIED PUBLIC ACCOUNTANTS


New York, New York
October 23, 1996

<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 28, 1996           
        (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 28, 1996 
Chairman of the Board, President and Chief Executive Officer   
 

 
/s/   Lawrence B. Fisher                                   October 28, 1996 
Director                                      
      


/s/   William C. MacMillen, Jr.                            October 28, 1996 
Director                                     
      


/s/    Bernard G. Palitz                                   October 28, 1996 
Director                           
    

/s/    Paul Sinsheimer                                     October 28, 1996 
Executive Vice President and Director           



/s/    Michael C. Palitz                                   October 28, 1996 
Executive Vice President, Treasurer, Chief Financial Officer and Director 
           

/s/    David H. Hamm                                        October 25, 1996 
Controller, Assistant Treasurer and Principal Accounting Officer