Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Steven F. Groth, certify that:

1.I have reviewed this annual report on Form 10-K of Financial
  Federal Corporation;

2.Based on my knowledge, this report does not contain any untrue
  statement of a material fact or omit to state a material fact
  necessary to make the statements made, in light of the
  circumstances under which such statements were made, not misleading
  with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other
  financial information included in this report, fairly present in
  all material respects the financial condition, results of
  operations and cash flows of the registrant as of, and for, the
  periods presented in this report;

4.The registrant's other certifying officer and I are responsible
  for establishing and maintaining disclosure controls and procedures
  (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
  registrant and we have:

  a)Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our
     supervision, to ensure that material information relating to the
     registrant, including its consolidated subsidiaries, is made
     known to us by others within those entities, particularly during
     the period in which this report is being prepared;

  b)Evaluated the effectiveness of the registrant's disclosure
     controls and procedures and presented in this report our
     conclusions about the effectiveness of the disclosure controls
     and procedures, as of the end of the period covered by this
     report based on such evaluation, and;

  c)Disclosed in this report any change in the registrant's internal
     control over financial reporting that occurred during the
     registrant's most recent fiscal quarter (the registrant's fourth
     fiscal quarter in the case of an annual report) that has
     materially affected, or is reasonably likely to materially
     affect, the registrant's internal control over financial
     reporting; and

5.The registrant's other certifying officer and I have disclosed,
  based on our most recent evaluation of internal control over
  financial reporting, to the registrant's auditors and the audit
  committee of the registrant's board of directors (or persons
  performing the equivalent functions):

  a)All significant deficiencies and material weaknesses in the
     design or operation of internal control over financial reporting
     which are reasonably likely to adversely affect the registrant's
     ability to record, process, summarize and report financial
     information; and

  b)Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's
     internal control over financial reporting.


Date:  October 4, 2004
       ---------------

                              /s/ Steven F. Groth
                              ----------------------------------
                              Steven F. Groth
                              Chief Financial Officer and Senior
                              Vice President