================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

    [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended April 30, 2008

                                       OR

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

           For the transition period from ____________ to ____________

                        Commission file number 001-14237

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

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

                   733 Third Avenue, New York, New York 10017
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (212) 599-8000

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 whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

     Large accelerated filer [X]              Accelerated filer [ ]

     Non-accelerated filer [ ]                Smaller reporting company [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ] No [X]

The number of shares  outstanding  of the  registrant's  common stock on May 30,
2008 was 25,512,477.

================================================================================

<PAGE>

                 FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES

                          Quarterly Report on Form 10-Q
                      for the quarter ended April 30, 2008

                                TABLE OF CONTENTS

Part I - Financial Information                                          Page No.
----------------------------------------------------------------------- --------

Item 1.  Financial Statements:

         Consolidated Balance Sheets at April 30, 2008 (unaudited) and
            July 31, 2007 (audited)                                         3

         Consolidated Income Statements for the three and nine months
            ended April 30, 2008 and 2007 (unaudited)                       4

         Consolidated Statements of Changes in Stockholders' Equity for
            the nine months ended April 30, 2008 and 2007 (unaudited)       5

         Consolidated Statements of Cash Flows for the nine months
            ended April 30, 2008 and 2007 (unaudited)                       6

         Notes to Consolidated Financial Statements (unaudited)             7-14

Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                      14-26

Item 3.  Quantitative and Qualitative Disclosures about Market Risk        26

Item 4.  Controls and Procedures                                           26


Part II - Other Information
-----------------------------------------------------------------------

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds       26

Item 5.  Other Information                                                 26

Item 6.  Exhibits                                                          27

Signatures                                                                 28

                                        2

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                 FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except par value)

<TABLE>
<CAPTION>
===========================================================================================
                                                            April 30, 2008*   July 31, 2007
===========================================================================================
<S>                                                             <C>              <C>
ASSETS
Finance receivables                                             $2,011,253       $2,128,353
Allowance for credit losses                                        (24,677)         (23,992)
-------------------------------------------------------------------------------------------
   Finance receivables - net                                     1,986,576        2,104,361
Cash                                                                10,987            5,861
Other assets                                                        14,875            9,852
-------------------------------------------------------------------------------------------
     TOTAL ASSETS                                               $2,012,438       $2,120,074
===========================================================================================

LIABILITIES
Debt:
   Long-term ($2,100 at April 30, 2008 and $5,700 at
     July 31, 2007 owed to related parties)                     $1,100,000       $1,335,850
   Short-term                                                      456,000          324,750
Accrued interest, taxes and other liabilities                       55,286           71,721
-------------------------------------------------------------------------------------------
   Total liabilities                                             1,611,286        1,732,321
-------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
Preferred stock - $1 par value, authorized 5,000 shares                 --               --
Common stock - $.50 par value, authorized 100,000 shares,
   shares issued and outstanding (net of 1,696 treasury
   shares): 25,500 at April 30, 2008 and 25,760 at
   July 31, 2007                                                    12,750           12,880
Additional paid-in capital                                         134,273          129,167
Retained earnings                                                  256,729          244,646
Accumulated other comprehensive (loss) income                       (2,600)           1,060
-------------------------------------------------------------------------------------------
   Total stockholders' equity                                      401,152          387,753
-------------------------------------------------------------------------------------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $2,012,438       $2,120,074
===========================================================================================
</TABLE>

*  Unaudited

See accompanying notes to consolidated financial statements

                                        3

<PAGE>

                 FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED INCOME STATEMENTS *
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
============================================================================================
                                                   Three Months Ended      Nine Months Ended
                                                            April 30,              April 30,
                                                   -----------------------------------------
                                                       2008      2007        2008       2007
============================================================================================
<S>                                                 <C>       <C>        <C>        <C>
Finance income                                      $46,361   $47,490    $144,665   $141,803
Interest expense                                     17,239    20,541      59,847     62,506
--------------------------------------------------------------------------------------------

   Net finance income before provision for credit
     losses on finance receivables                   29,122    26,949      84,818     79,297

Provision for credit losses on finance receivables    1,500        --       2,700         --
--------------------------------------------------------------------------------------------

   Net finance income                                27,622    26,949      82,118     79,297

Salaries and other expenses                           6,922     6,243      20,283     18,494
--------------------------------------------------------------------------------------------

   Income before provision for income taxes          20,700    20,706      61,835     60,803

Provision for income taxes                            8,008     7,996      23,893     23,468
--------------------------------------------------------------------------------------------

      NET INCOME                                    $12,692   $12,710    $ 37,942   $ 37,335
============================================================================================

EARNINGS PER COMMON SHARE:
      Diluted                                       $  0.51   $  0.48    $   1.52   $   1.40
============================================================================================
      Basic                                         $  0.52   $  0.49    $   1.55   $   1.43
============================================================================================
</TABLE>

*  Unaudited

See accompanying notes to consolidated financial statements

                                        4

<PAGE>

                 FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY *
                                 (In thousands)

<TABLE>
<CAPTION>
====================================================================================================
                                                                              Accumulated
                                     Common Stock   Additional                      Other
                                 ----------------      Paid-In   Retained   Comprehensive
                                 Shares    Amount      Capital   Earnings   (Loss) Income      Total
====================================================================================================
<S>                              <C>      <C>       <C>          <C>        <C>             <C>
BALANCE - JULY 31, 2006          27,216   $13,608     $123,091   $253,128         $   552   $390,379
  Net income                         --        --           --     37,335              --     37,335
  Unrealized gain on cash flow
    hedge, net of tax                --        --           --         --             720        720
  Reclassification adjustment
    for realized gain included
    in net income, net of tax        --        --           --         --            (150)      (150)
                                                                                             -------
      Comprehensive income                                                                    37,905
                                                                                             -------
  Stock repurchased (retired)    (1,710)     (855)      (8,625)   (36,372)             --    (45,852)
  Stock plan activity:
    Shares issued                   435       217        5,082         --              --      5,299
    Shares canceled                  (9)       (4)           4         --              --         --
    Compensation recognized          --        --        5,031         --              --      5,031
    Excess tax benefits              --        --        1,102         --              --      1,102
  Common stock cash dividends        --        --           --    (10,927)             --    (10,927)
----------------------------------------------------------------------------------------------------
BALANCE - APRIL 30, 2007         25,932   $12,966     $125,685   $243,164         $ 1,122   $382,937
====================================================================================================
</TABLE>

<TABLE>
<CAPTION>
====================================================================================================
                                                                              Accumulated
                                     Common Stock   Additional                      Other
                                 ----------------      Paid-In   Retained   Comprehensive
                                 Shares    Amount      Capital   Earnings   (Loss) Income      Total
====================================================================================================
<S>                              <C>      <C>       <C>          <C>        <C>             <C>
BALANCE - JULY 31, 2007          25,760   $12,880     $129,167   $244,646         $ 1,060   $387,753
  Net income                         --        --           --     37,942              --     37,942
  Unrealized loss on cash flow
    hedge, net of tax                --        --           --         --          (3,624)    (3,624)
  Reclassification adjustment
    for net realized loss
    included in net income,
    net of tax                       --        --           --         --             (36)       (36)
                                                                                             -------
      Comprehensive income                                                                    34,282
                                                                                             -------
  Stock repurchased (retired)      (713)     (357)      (3,782)   (14,317)             --    (18,456)
  Stock plan activity:
    Shares issued                   453       227        2,724         --              --      2,951
    Compensation recognized          --        --        5,907         --              --      5,907
    Excess tax benefits              --        --          257         --              --        257
  Common stock cash dividends        --        --           --    (11,542)             --    (11,542)
----------------------------------------------------------------------------------------------------
BALANCE - APRIL 30, 2008         25,500   $12,750     $134,273   $256,729         $(2,600)  $401,152
====================================================================================================
</TABLE>

*  Unaudited

See accompanying notes to consolidated financial statements

                                        5

<PAGE>

                 FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS *
                                 (In thousands)

<TABLE>
<CAPTION>
===========================================================================================
Nine Months Ended April 30,                                                2008        2007
===========================================================================================
<S>                                                                   <C>         <C>
Cash flows from operating activities:
   Net income                                                         $  37,942   $  37,335
   Adjustments to reconcile net income to net cash provided
     by operating activities:
      Amortization of deferred origination costs and fees                13,411      11,961
      Stock-based compensation                                            3,593       2,892
      Provision for credit losses on finance receivables                  2,700          --
      Depreciation and amortization                                         527         393
      (Increase) decrease in other assets                                (5,612)      2,453
      (Decrease) increase in accrued interest, taxes and
        other liabilities                                               (11,461)     13,369
      Excess tax benefits from stock-based awards                          (257)     (1,102)
-------------------------------------------------------------------------------------------
         Net cash provided by operating activities                       40,843      67,301
-------------------------------------------------------------------------------------------
Cash flows from investing activities:
   Finance receivables originated                                      (715,474)   (911,373)
   Finance receivables collected                                        819,462     795,317
-------------------------------------------------------------------------------------------
         Net cash provided by (used in) investing activities            103,988    (116,056)
-------------------------------------------------------------------------------------------
Cash flows from financing activities:
   Bank borrowings, net increase (decrease)                             126,550    (126,033)
   Asset securitization borrowings, net decrease                             --     (42,500)
   Commercial paper, net (decrease) increase                           (222,800)    171,072
   Proceeds from term notes                                              75,000     125,000
   Repayments of term notes                                             (85,750)    (25,000)
   (Payments) proceeds from settlement of interest rate locks            (5,915)      1,175
   Proceeds from stock option exercises                                   2,906       5,254
   Excess tax benefits from stock-based awards                              257       1,102
   Common stock issued                                                       45          45
   Repurchases of common stock                                          (18,456)    (45,852)
   Common stock cash dividends                                          (11,542)    (10,927)
-------------------------------------------------------------------------------------------
         Net cash (used in) provided by financing activities           (139,705)     53,336
-------------------------------------------------------------------------------------------
NET INCREASE IN CASH                                                      5,126       4,581

Cash - beginning of period                                                5,861       8,143
-------------------------------------------------------------------------------------------
CASH - END OF PERIOD                                                  $  10,987   $  12,724
===========================================================================================
</TABLE>

*  Unaudited

See accompanying notes to consolidated financial statements

                                        6

<PAGE>

                 FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except per share amounts)
                                  (Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

      Financial Federal Corporation and subsidiaries (the "Company") provide
collateralized lending, financing and leasing services nationwide to small and
medium sized businesses in the general construction, road and infrastructure
construction and repair, road transportation and refuse industries. We lend
against, finance and lease a wide range of new and used revenue-producing,
essential-use equipment including cranes, earthmovers, personnel lifts, trailers
and trucks.

Basis of Presentation and Principles of Consolidation

      We prepared the accompanying unaudited Consolidated Financial Statements
according to the Securities and Exchange Commission's rules and regulations.
These rules and regulations permit condensing or omitting certain information
and note disclosures normally included in financial statements prepared
according to accounting principles generally accepted in the United States of
America (GAAP). The July 31, 2007 Consolidated Balance Sheet was derived from
audited financial statements but does not include all disclosures required by
GAAP. However, we believe the disclosures are sufficient to make the information
presented not misleading. These Consolidated Financial Statements and
accompanying notes should be read with the Consolidated Financial Statements and
accompanying notes included in our Annual Report on Form 10-K for the fiscal
year ended July 31, 2007.

      In our opinion, the Consolidated Financial Statements include all
adjustments (consisting of only normal recurring items) necessary to present
fairly our financial position and results of operations for the periods
presented. The results of operations for the three and nine months ended April
30, 2008 may not be indicative of full year results.

Use of Estimates

      GAAP requires us to make significant estimates and assumptions affecting
the amounts reported in the Consolidated Financial Statements and accompanying
notes for the allowance for credit losses, non-performing assets, residual
values, income taxes and stock-based compensation. Actual results could differ
from these estimates significantly.

New Accounting Standards

      Financial Accounting Standards Board ("FASB") Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes - An Interpretation of FASB 109",
("FIN No. 48") became effective for us on August 1, 2007. FIN No. 48 requires us
to determine if any tax positions taken on our income tax returns lowering the
amount of tax currently due would more likely than not be allowed by a taxing
authority. If tax positions pass this more-likely-than-not test, the benefits
recorded from them are limited to the amount having a greater than 50% chance of
being realized upon being challenged by a taxing authority. For tax positions
failing the more-likely-than-not test, no income tax benefits can be recorded.
Applicable interest and penalties on any unrecognized tax benefits must be also
accrued.

      Applying FIN No. 48 to account for uncertain tax positions was not
significantly different from how we previously accounted for uncertain tax
positions because our income taxes are straightforward. We have no foreign
operations, we are not involved in any questionable tax transactions and we file
returns in almost every state with a corporate income tax. Therefore, applying
FIN No. 48 did not result in an adjustment to beginning retained earnings nor
did it affect our effective tax rate. Our fiscal 2005 and 2004 tax returns were
audited by the IRS in fiscal 2007 and our fiscal 1996 and 1995 tax returns were
audited by the IRS in fiscal 1997. These audits were completed with no changes
to the tax we reported. We only take uncertain positions on our income tax
returns when tax law is unclear and subject to interpretation and we believe not
taking the position would unfairly distort our income tax liability. One state
is currently examining our income tax returns. Our federal tax returns can be
examined for three years and our state tax returns for three to five years after
we file them.

      We record interest and penalties related to uncertain tax positions in
income tax expense. The gross liability recorded for uncertain tax positions was
$1,200 on August 1, 2007 including $200 of interest and penalties. The entire
amount, net of $300 of federal income tax benefits on state income taxes, would
lower our effective tax rate if recognized. There were no material changes to
these amounts at April 30, 2008 and we do not expect any significant changes in
the next twelve months.

                                        7

<PAGE>

      The FASB issued Staff Position ("FSP") APB 14-1, "Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlements)", in May 2008. This FSP requires a portion
of this type of convertible debt to be recorded as equity and to record interest
expense on the debt portion at a rate that would have been charged on
non-convertible debt with the same terms. This FSP takes effect in the first
quarter of fiscal years beginning after December 15, 2008 and will be applied
retrospectively for all periods presented. It will take effect for us on August
1, 2009. This FSP will apply to our 2.0% convertible debentures and we are
evaluating how it may affect our consolidated financial statements.

      The FASB issued Statement of Financial Accounting Standards ("SFAS") No.
157, "Fair Value Measurements" ("SFAS No. 157") in September 2006 and SFAS No.
159, "The Fair Value Option for Financial Assets and Financial Liabilities -
Including an amendment of FASB Statement No. 115" in February 2007. SFAS No. 157
defines fair value (replacing all prior definitions) and creates a framework to
measure fair value, but does not create any new fair value measurements. SFAS
No. 159 permits companies to choose to measure many financial instruments and
certain other items at fair value at specified election dates and to report
unrealized gains and losses on these items in earnings at each subsequent
reporting date. These statements take effect in the first quarter of fiscal
years beginning after November 15, 2007 and will take effect for us on August 1,
2008. We are evaluating how they may affect our consolidated financial
statements, but we do not expect they will have a material impact.


NOTE 2 - FINANCE RECEIVABLES

      Finance receivables comprise installment sale agreements and secured loans
(including line of credit arrangements), collectively referred to as loans, with
fixed or floating (indexed to the prime rate) interest rates, and direct
financing leases as follows:

===============================================================================
                                                 April 30, 2008   July 31, 2007
===============================================================================
Loans:
   Fixed rate                                       $ 1,649,650     $ 1,757,211
   Floating rate                                        171,258         168,574
-------------------------------------------------------------------------------
      Total loans                                     1,820,908       1,925,785
Direct financing leases *                               190,345         202,568
-------------------------------------------------------------------------------
         Finance receivables                        $ 2,011,253     $ 2,128,353
===============================================================================
*  includes residual values of $43,300 at April 30, 2008 and $42,900 at July
   31, 2007

      Line of credit arrangements contain off-balance sheet risk and are subject
to the same credit policies and procedures as other finance receivables. The
unused portion of these commitments was $32,200 at April 30, 2008 and $31,400 at
July 31, 2007.

      Allowance for credit losses activity is summarized below:

===============================================================================
                                       Three Months Ended     Nine Months Ended
                                                April 30,             April 30,
                                      -----------------------------------------
                                          2008       2007       2008       2007
===============================================================================
Allowance - beginning of period       $ 24,133   $ 24,148   $ 23,992   $ 24,100
   Provision                             1,500         --      2,700         --
   Write-downs                          (1,737)      (775)    (4,061)    (1,925)
   Recoveries                              781        742      2,046      1,940
-------------------------------------------------------------------------------
Allowance - end of period             $ 24,677   $ 24,115   $ 24,677   $ 24,115
===============================================================================
Percentage of finance receivables         1.23%      1.15%      1.23%      1.15%
===============================================================================
Net charge-offs (recoveries) *        $    956   $     33   $  2,015   $    (15)
===============================================================================
Loss ratio **                             0.19%      0.01%      0.13%        --%
===============================================================================
*   write-downs less recoveries
**  net charge-offs (recoveries) over average finance receivables, annualized

                                        8

<PAGE>

      Non-performing assets comprise finance receivables classified as
non-accrual (income recognition has been suspended and the receivables are
considered impaired) and assets received to satisfy finance receivables
(repossessed equipment, included in other assets) as follows:

===============================================================================
                                                 April 30, 2008   July 31, 2007
-------------------------------------------------------------------------------
Finance receivables classified as non-accrual          $ 31,726        $ 18,817
Assets received to satisfy finance receivables            8,745           2,342
-------------------------------------------------------------------------------
   Non-performing assets                               $ 40,471        $ 21,159
===============================================================================

      The allowance for credit losses included $800 at April 30, 2008 and $500
at July 31, 2007 specifically allocated to $11,200 and $4,100 of impaired
finance receivables, respectively. We did not recognize any income in the nine
months ended April 30, 2008 or 2007 on impaired loans before collecting our net
investment.


NOTE 3 - DEBT

      Debt is summarized below:

===============================================================================
                                                 April 30, 2008   July 31, 2007
===============================================================================
Fixed rate term notes:
   4.31% - 4.60% due 2013                           $    75,000     $        --
   5.00% due 2010 - 2011                                250,000         250,000
   5.45% - 5.57% due 2011 - 2014                        325,000         325,000
   6.80% due 2008                                            --           5,000
-------------------------------------------------------------------------------
      Total fixed rate term notes                       650,000         580,000
Asset securitization borrowings - term                  200,000              --
2.0% convertible debentures due 2034                    175,000         175,000
Fixed rate term notes swapped to floating
  rates due 2008 - 2010                                  62,500         143,250
-------------------------------------------------------------------------------
         Total term debt                              1,087,500         898,250
Asset securitization borrowings - revolving             225,000         425,000
Bank borrowings                                         176,600          50,050
Commercial paper                                         66,900         289,700
-------------------------------------------------------------------------------
            Total principal                           1,556,000       1,663,000
Fair value adjustment of hedged debt                         --          (2,400)
-------------------------------------------------------------------------------
               Total debt                           $ 1,556,000     $ 1,660,600
===============================================================================

Term Notes

      We converted $75,000 of bank credit facilities scheduled to expire in
February 2008, March 2010 and January 2012 into five-year fixed rate term notes
in February 2008. Interest is payable semiannually at a 4.43% average rate and
the notes are due at maturity in February 2013.

      We repaid $80,750 of fixed rate term notes swapped to floating rates at
maturity in the first nine months of fiscal 2008. The floating rate on these
notes averaged 6.75%. We also repaid a 6.80% $5,000 term note at maturity.

Asset Securitization Borrowings

      Our asset securitization facility was partially renewed and partially
converted into amortizing term debt in April 2008. The facility decreased to
$325,000 from $425,000 and we converted $200,000 of borrowings into term debt.
The two renewing banks increased their commitments $50,000 each and we converted
the amounts borrowed from the two non-renewing banks into term debt. This
increased our borrowing capacity to $525,000 at April 30, 2008, and $100,000 of
the facility was unused at April 30, 2008.

      The $325,000 facility provides for committed revolving financing through
April 2009 and we can then convert borrowings outstanding into term debt if the
facility is not renewed. The $200,000 of term debt will be repaid monthly from
collections of securitized receivables and should be substantially repaid after
two years. Finance receivables include $500,000 and $480,000 of securitized
receivables at April 30, 2008 and July 31, 2007, respectively. Our major
operating subsidiary's

                                        9

<PAGE>

debt agreements limit securitized receivables to 40% of its total receivables.
Therefore, we could securitize an additional $300,000 of receivables at April
30, 2008.

      Borrowings under the facility and the term debt combined are limited to
94% of eligible securitized receivables. Securitized receivables 120 or more
days past due, classified as impaired or subject to a bankruptcy, or with terms
outside of defined limits, are ineligible to be borrowed against. The facility
also restricts the amount of net charge-offs of securitized receivables and the
amount of delinquent securitized receivables. The facility would terminate if
these restrictions are exceeded, and borrowings outstanding would then be repaid
monthly from collections of securitized receivables.

Convertible Debentures

      We issued the debentures in April 2004. The debentures are due at maturity
in April 2034, but we can redeem them anytime starting in April 2009 by paying
the principal amount in cash and debenture holders can require us to repurchase
them on each five-year anniversary of issuance or when a specified corporate
transaction occurs by paying the principal amount in cash. Debenture holders can
also convert the debentures into cash and common stock before maturity as
discussed below.

      The debentures can only be converted (i) in a fiscal quarter when the
closing price of our common stock is at least 30% higher than the adjusted
conversion price for at least 20 of the last 30 trading days of the prior fiscal
quarter (the "market price condition") (ii) if the debentures are rated 'BB' or
lower by Fitch Ratings, Inc. (three ratings levels lower than the initial
rating) (iii) if we call the debentures or (iv) if a specified corporate
transaction occurs. No event allowing for the debentures to be converted has
occurred through April 30, 2008. The market price condition would have been met
at April 30, 2008 if the price of our common stock closed above $35.98 for the
required period. The closing price of our common stock was $23.35 on April 30,
2008.

      We irrevocably elected (under the debentures' original terms and without
modifying the debentures) in fiscal 2005 to pay the value of converted
debentures, not exceeding their principal amount, in cash instead of issuing
shares of our common stock. The value of converted debentures equals the number
of convertible shares multiplied by the market value of our common stock. We
would only issue shares if the value of converted debentures exceeded their
principal amount. Shares of common stock needed to pay any value over principal
would equal the difference between the conversion date price of our common stock
and the conversion price, divided by the conversion date price and multiplied by
the number of convertible shares. There were 6,323,000 convertible (but not
issuable) shares, the adjusted conversion price was $27.68 per share and the
adjusted conversion rate was 36.13 shares for each $1 (one thousand) of
principal at April 30, 2008.

      The conversion rate and number of convertible shares increased and the
conversion price decreased in the first nine months of fiscal 2008 because we
paid cash dividends on our common stock. The conversion rate, conversion price
and number of convertible shares were 35.43, $28.22 and 6,200,000, respectively
at July 31, 2007. Future cash dividends will cause additional conversion rate
and convertible shares increases and conversion price decreases.

Bank Borrowings

      We have $480,000 of committed unsecured revolving credit facilities from
eleven banks with $55,000 expiring within one year and $425,000 expiring between
July 2009 and February 2013. Borrowings outstanding at April 30, 2008 matured
May 1, 2008, were reborrowed and remain outstanding, and $303,400 of these
facilities was unused at April 30, 2008.

Other

      Our major operating subsidiary's debt agreements have restrictive
covenants including limits on its indebtedness, encumbrances, investments,
dividends and other distributions to us, sales of assets, mergers and other
business combinations, capital expenditures, interest coverage and net worth. We
were in compliance with all debt covenants and restrictions at April 30, 2008.
None of the agreements have a material adverse change clause. All of our debt is
senior.

      Long-term debt comprised the following:

===============================================================================
                                                 April 30, 2008   July 31, 2007
===============================================================================
Term notes                                          $   675,000     $   599,100
Bank borrowings and commercial paper
  supported by bank credit facilities
  expiring after one year                               243,500         339,750
Asset securitization borrowings - revolving             101,500         222,000
Asset securitization borrowings - term                   80,000              --
Convertible debentures                                       --         175,000
-------------------------------------------------------------------------------
   Total long-term debt                             $ 1,100,000     $ 1,335,850
===============================================================================

                                       10

<PAGE>

NOTE 4 - DERIVATIVES

      We entered into interest rate locks (in the form of Treasury locks) with a
total notional amount of $75,000 in August 2007. We designated the rate locks as
cash flow hedges of our anticipated issuance of fixed rate term notes hedging
the risk of higher interest payments on the notes for the first five years from
increases in market interest rates before the notes were issued. We paid $5,915
when the rate locks expired in January 2008.

      We determined there was no hedge ineffectiveness and therefore we recorded
the entire payment as a reduction of stockholders' equity in accumulated other
comprehensive loss net of deferred income tax of $2,291. We are reclassifying
the after-tax amount into net income over the five-year term of the notes issued
in February 2008 by increasing interest expense and deferred income tax. This
effectively increases the interest rate on the notes, and increased interest
expense by $250 and reduced deferred income tax by $100 in the third quarter of
fiscal 2008.

      We have fixed to floating interest rate swaps with a total notional amount
of $62,500 at April 30, 2008 and $143,250 at July 31, 2007. In the first nine
months of fiscal 2008, $80,750 of the swaps expired when the swapped fixed rate
term notes matured. The swaps effectively converted fixed rate term notes into
floating rate term notes and we designated them as fair value hedges of fixed
rate term notes. The swaps expire on the notes' maturity dates. Semiannually, we
receive fixed amounts from the swap counterparty banks equal to the interest we
pay on the hedged fixed rate notes, and we pay amounts to the swap counterparty
banks equal to the swaps' floating rates multiplied by the swaps' notional
amounts. We record the differences between these amounts in interest expense.
The swaps' floating rates change semiannually to a fixed amount over six-month
LIBOR. The average pay rate of 4.38% at April 30, 2008 was less than the 4.61%
average receive rate by 23 basis points (0.23%). The average pay rate was 6.90%
and the average receive rate was 4.88% at July 31, 2007. The fair value of the
swaps was zero at April 30, 2008 and was a $2,400 liability at July 31, 2007.


NOTE 5 - STOCKHOLDERS' EQUITY

      We repurchased 707,600 shares of our common stock in the first nine
months of fiscal 2008 under our repurchase program for $18,345 at a $25.92
average price per share. We also received 5,700 shares of common stock from
employees at an average price of $19.59 per share for payment of income tax due
on vested shares of restricted stock. We retired all shares repurchased and
received. There was $26,749 available for future repurchases under the program
at April 30, 2008.

      We paid quarterly cash dividends of $0.45 per share in the first nine
months of fiscal 2008. In June 2008, we declared a $0.15 per share quarterly
cash dividend payable in July 2008.


NOTE 6 - STOCK PLANS

      We have two stockholder approved stock plans; the 2006 Stock Incentive
Plan (the "2006 Plan") and the Amended and Restated 2001 Management Incentive
Plan (the "Amended MIP"). The 2006 Plan provides for the issuance of 2,500,000
incentive or non-qualified stock options, shares of restricted stock, stock
appreciation rights, stock units and common stock to officers, other employees
and directors with annual participant limits, and expires in December 2016.
Awards may be performance-based. The exercise price of stock options can not be
less than the fair market value of our common stock when granted and the term of
stock options is limited to ten years. There were 1,890,000 shares available for
future grants under the 2006 Plan at April 30, 2008. The Amended MIP provides
for the issuance of 1,000,000 shares of restricted stock, with an annual
participant limit of 200,000 shares, and performance-based cash or stock bonuses
to be awarded to our CEO and other selected officers. The Amended MIP expires in
December 2011. There were 675,000 shares available for future grants under the
Amended MIP at April 30, 2008.

      We also have a Supplemental Retirement Benefit ("SERP") for our CEO. We
awarded 150,000 stock units in fiscal 2002 vesting annually in equal amounts
over eight years. Subject to forfeiture, our CEO will receive shares of common
stock equal to the number of stock units vested when our CEO retires. There were
113,000 units vested at April 30, 2008.

      Stock options granted through the first half of fiscal 2005 were mostly
incentive stock options with a six-year term vesting 25% after two, three, four
and five years. Options granted in the second half of fiscal 2005 were
non-qualified stock options with a four-year term and 33 1/3% vested on July 31,
2005, 2006 and 2007. Options granted after fiscal 2005 were non-qualified stock
options with a five-year term vesting 25% after one, two, three and four years.
We granted 118,000 non-qualified stock options to employees in the first nine
months of fiscal 2008 with a $3.60 average fair value.

                                       11

<PAGE>

      Shares of restricted stock awarded (excluding 435,000 shares awarded in
February 2006 and 225,000 shares awarded in the first nine months of fiscal 2008
to executive officers) vest annually in equal amounts over initial periods of
three to eight years (seven year average). Shares of restricted stock awarded to
executive officers in February 2006 vest when the officer's service terminates,
other than upon a non-qualifying termination, after six months (i) after the
executive officer attains age 62 or (ii) after August 2026 if earlier (twelve
year average).

      We awarded 150,000 shares of performance-based restricted stock to
executive officers under the 2006 Plan and 75,000 shares of performance-based
restricted stock to our CEO under the Amended MIP in the first nine months of
fiscal 2008. Shares earned would vest in October 2012. We also awarded 68,000
shares of restricted stock to other officers vesting annually in equal amounts
over three to five years.

      We awarded 12,000 restricted stock units under the 2006 Plan to
non-employee directors in December 2007. The units vest in one year or earlier
upon the sale of the Company or the director's death or disability, and are
subject to forfeiture. Each unit represents the right to receive one share of
common stock. Vested units will convert into shares of common stock when the
director's service terminates. We also issued 2,000 shares of common stock under
the 2006 Plan as payment of annual director retainer fees at a director's
election. The price of our common stock on the date we issued these shares was
$22.08.

      All unvested shares of restricted stock and the SERP stock units would
vest immediately upon the sale of the Company or an employee's death or
disability. Unvested shares of restricted stock awarded before fiscal 2007 and
the SERP stock units would also vest immediately upon a qualifying employment
termination, but only a portion (based on the percentage of the vesting period
elapsed) of the shares awarded to executive officers in February 2006 would vest
immediately upon a qualifying employment termination. Unvested shares and units
would be forfeited upon any other employment termination. Dividends are paid on
all unvested shares of restricted stock and on all stock units. The restricted
stock agreements and the SERP also allow employees to pay income taxes required
to be withheld at vesting by surrendering a portion of the shares or units
vested.

      Stock options, shares of restricted stock and stock units are the only
incentive compensation we provide (other than a cash bonus for the CEO) and we
believe these stock-based awards further align employees' and directors'
interests with those of our stockholders. We issue new shares when options are
exercised or when we award shares of restricted stock, and we do not have a
policy to repurchase shares in the open market when options are exercised or
when we award shares of restricted stock.

      Stock option activity and related information for the nine months ended
April 30, 2008 are summarized below (options and intrinsic value in thousands):

===============================================================================
                                                   Weighted-Average
                                            -----------------------
                                            Exercise      Remaining   Intrinsic
                                  Options      Price   Term (years)     Value *
===============================================================================
Outstanding - August 1, 2007        1,124    $ 22.60
   Granted                            118      22.67
   Exercised                         (158)     18.35
   Forfeited                          (16)
-----------------------------------------
Outstanding - April 30, 2008        1,068    $ 23.19            2.1     $ 1,500
===============================================================================
Exercisable - April 30, 2008          661    $ 22.32            1.5     $ 1,300
===============================================================================
*  number of in-the-money options multiplied by the difference between their
   average exercise price and the $23.35 closing price of our common stock on
   April 30, 2008

      Information on stock option exercises follows (in thousands, except
intrinsic value per option):

===============================================================================
Nine Months Ended April 30,                                  2008          2007
===============================================================================
Number of options exercised                                   158           313
Total intrinsic value *                                   $ 1,300       $ 3,400
Intrinsic value per option                                   8.23         10.86
Excess tax benefits realized                                  300           752
===============================================================================
*  options exercised multiplied by the difference between their exercise
   prices and the closing prices of our common stock on the exercise dates

                                       12

<PAGE>

      Restricted stock activity for the nine months ended April 30, 2008 is
summarized below (shares in thousands):

===================================================================
                                                   Weighted-Average
                                     Shares   Grant-Date Fair Value
===================================================================
Unvested - August 1, 2007             1,050                $  25.34
   Granted                              293                   26.99
   Vested                              (167)                  22.22
   Forfeited                             --
-------------------------------------------
Unvested - April 30, 2008             1,176                $  26.20
===================================================================

      Information on shares of restricted stock that vested follows (in
thousands, except intrinsic value per share):

========================================================================
Nine Months Ended April 30,                               2008      2007
========================================================================
Number of shares vested                                    167       142
Total intrinsic value *                                $ 3,400   $ 3,800
Intrinsic value per share                                20.36     26.76
(Tax shortfall) excess tax benefits realized               (43)      350
========================================================================
*  shares vested multiplied by the closing prices of our common stock on
   the dates vested

      Future compensation expense (before deferral under SFAS No. 91) for
stock-based awards unvested at April 30, 2008 and expected to vest, and the
average expense recognition periods follow:

===================================================================
                                   Expense   Weighted-Average Years
===================================================================
Restricted stock                  $ 20,700                      5.4
Stock options                        1,200                      2.5
Stock units                            900                      1.5
------------------------------------------
   Total                          $ 22,800                      5.0
===================================================================

      Total compensation recorded, compensation capitalized (deferred
recognizing) under SFAS No. 91, compensation included in salaries and other
expenses and tax benefits recorded for stock-based awards follow:

===============================================================================
                                         Three Months Ended   Nine Months Ended
                                                  April 30,           April 30,
                                         --------------------------------------
                                              2008     2007       2008     2007
===============================================================================

Compensation for stock options:
-------------------------------
Total recorded                              $  162   $  264     $  518   $  838
Capitalized under SFAS No. 91                  104      155        331      506
-------------------------------------------------------------------------------
  Included in salaries and other expenses   $   58   $  109     $  187   $  332
===============================================================================
Tax benefits recorded                       $   14   $   17     $   41   $   49
===============================================================================

Compensation for shares of restricted
stock and stock units:
-------------------------------------
Total recorded                              $1,784   $1,485     $5,389   $4,193
Capitalized under SFAS No. 91                  689      540      1,983    1,633
-------------------------------------------------------------------------------
  Included in salaries and other expenses   $1,095   $  945     $3,406   $2,560
===============================================================================
Tax benefits recorded                       $  415   $  357     $1,285   $  973
===============================================================================

Total stock-based compensation:
-------------------------------
Total recorded                              $1,946   $1,749     $5,907   $5,031
Capitalized under SFAS No. 91                  793      695      2,314    2,139
-------------------------------------------------------------------------------
  Included in salaries and other expenses   $1,153   $1,054     $3,593   $2,892
===============================================================================
Tax benefits recorded                       $  429   $  374     $1,326   $1,022
===============================================================================

                                       13

<PAGE>

NOTE 7 - EARNINGS PER COMMON SHARE

      Earnings per common share ("EPS") was calculated as follows (in thousands,
except per share amounts):

==============================================================================
                                      Three Months Ended     Nine Months Ended
                                               April 30,             April 30,
                                      ----------------------------------------
                                          2008      2007        2008      2007
==============================================================================
Net income                             $12,692   $12,710     $37,942   $37,335
==============================================================================
Weighted-average common shares
  outstanding (used for basic EPS)      24,359    26,042      24,459    26,177
Effect of dilutive securities:
  Stock options                             46       228          94       269
  Shares of restricted stock and
    stock units                            284       259         335       284
  Shares issuable from
    convertible debt                        --        --          59        --
------------------------------------------------------------------------------
Adjusted weighted-average common
  shares outstanding (used for
  diluted EPS)                          24,689    26,529      24,947    26,730
==============================================================================
Earnings per common share:
  Diluted                              $  0.51   $  0.48     $  1.52   $  1.40
  Basic                                   0.52      0.49        1.55      1.43
==============================================================================
Antidilutive stock options,
  shares of restricted stock
  and stock units *                      1,257       310         964       200
==============================================================================
*  excluded from the calculation because they would have increased diluted EPS

      The convertible debentures lower diluted EPS when the quarterly average
price of our common stock exceeds the adjusted conversion price. When this
occurs, shares of common stock needed to deliver the value of the debentures
over their principal amount based on the average stock price would be included
as shares outstanding in calculating diluted EPS. Shares to be included would
equal the difference between the average stock price and the adjusted conversion
price, divided by the average stock price and multiplied by the number of
convertible shares, currently 6,323,000 (referred to as the treasury stock
method). The average price of our common stock exceeded the adjusted conversion
price in the three months ended October 31, 2007 resulting in 59,000 dilutive
shares for the nine months ended April 30, 2008.


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations


OVERVIEW

      Financial Federal Corporation is an independent financial services company
operating in the United States through three wholly owned subsidiaries. We do
not have any unconsolidated subsidiaries, partnerships or joint ventures. We
also do not have any off-balance sheet assets or liabilities (other than
commitments to extend credit), goodwill, other intangible assets or pension
obligations, and we are not involved in income tax shelters. We have one fully
consolidated special purpose entity we established for our on-balance-sheet
asset securitization facility.

      We have one line of business. We lend money under installment sale
agreements, secured loans and leases (collectively referred to as "finance
receivables") to small and medium sized businesses for their equipment financing
needs. Finance receivable transactions generally range between $50,000 and $1.5
million, have terms ranging between two and five years and provide for monthly
payments. The average transaction size is approximately $250,000. We earn
revenue solely from interest and other fees and amounts earned on our finance
receivables. We need to borrow most of the money we lend. Therefore, liquidity
(money currently available for us to borrow) is important. We borrow from banks
and insurance companies and we issue commercial paper to other investors.
Approximately 80% of our finance receivables were funded with debt at April 30,
2008.

      Our main areas of focus are (i) asset quality (ii) liquidity (iii) net
interest spread (the difference between the rates we earn on our receivables and
the rates we incur on our debt) and (iv) interest rate risk. Changes in the
asset quality of our finance receivables can affect our profitability
significantly. Finance income, provisions for credit losses and operating
expenses can be affected by reclassifying receivables to or from non-accrual
status, incurring write-downs and incurring

                                       14

<PAGE>

costs associated with non-performing assets. Changes in market interest rates
can also affect our profitability significantly because interest rates on our
finance receivables were 91% fixed and 9% floating, and interest rates on our
debt were 53% fixed and 47% floating at April 30, 2008. We use various
strategies to manage our credit risk and interest rate risk. Each of these areas
is integral to our long-term profitability and we discuss them in detail in
separate sections of this discussion.

      Our key operating statistics are net charge-offs, loss ratio,
non-performing assets, delinquencies, receivables growth, leverage, available
liquidity,  return on equity, net interest margin and net interest spread, and
expense and efficiency ratios.

Significant events

      A crisis started in the credit markets in August 2007 and continues to
disrupt a wider range of financing sources. The credit crisis has made it
increasingly difficult and significantly more expensive through higher credit
spreads for finance companies to obtain and renew financing. Credit spread is
the percentage amount lenders charge borrowers above a base market interest
rate. Credit spreads on new term notes rose to their highest levels in over five
years, the asset-backed securitization market has contracted and banks have
curbed their lending because of the credit crisis. These are our main sources of
funding. Our liquidity and funding sources are discussed further in the
Liquidity and Capital Resources section. The crisis is generally believed to
have been caused by problems in the subprime mortgage markets. We do not provide
subprime mortgage financing.

      The Federal Reserve responded to the crisis by adding significant
liquidity to the credit markets at more favorable terms and by lowering its
target Federal Funds Rate seven times by a total of 325 basis points (3.25%).
These were the first decreases in over four years and the largest decreases
since 2001. This lowered the interest rates on our floating rate debt and
reduced our interest expense as discussed in the Market Interest Risk and
Sensitivity section.

      The credit crisis caused decreased demand for and higher credit spreads on
commercial paper. As a result, our commercial paper outstanding decreased from
$320.0 million to a low of $37.0 million during the first nine months of fiscal
2008. We also decreased borrowings under our asset securitization facility from
$425.0 million to a low of $119.0 million because of higher credit spreads on
the underlying commercial paper. We were able to reduce our debt from these
funding sources because we had over $480.0 million available to borrow under our
committed unsecured revolving bank credit facilities. We estimate this reduced
our interest expense for the first nine months of fiscal 2008 by $1.0 million.
The commercial paper and securitization markets are not expected to return to
their pre-crisis state for some time.

      During this difficult environment, we partially renewed our $425.0 million
asset securitization facility in April 2008. The asset securitization market was
among the hardest hit by the credit crisis, but we were able to increase the
amount available to borrow to $525.0 million from $425.0 million. Two of the
banks in the facility increased their combined commitment by $100.0 million and
the other two banks did not renew their commitments because of the credit
crisis. Therefore, we converted the $200.0 million borrowed from them into
amortizing term debt. The securitization facility is discussed further in the
Liquidity and Capital Resources section.

      Having a significant amount of unused committed bank credit facilities
allowed us to fund our operations without being disrupted during the ongoing
credit crisis and mitigated the effects of higher interest rates on other
short-term borrowings. We have always stressed the importance of having ample
liquidity from diverse, reliable sources.

Critical Accounting Policies and Estimates

      Accounting principles generally accepted in the United States require
judgment, assumptions and estimates that affect the amounts reported in the
Consolidated Financial Statements and accompanying notes. In Note 1 to the
Consolidated Financial Statements in our Annual Report on Form 10-K for the
fiscal year ended July 31, 2007, we describe the significant accounting policies
and methods we use to prepare the Consolidated Financial Statements. Accounting
policies involving significant judgment, assumptions and estimates are
considered critical accounting policies and are discussed below.

Allowance for Credit Losses

      The allowance for credit losses on finance receivables is our estimate of
losses inherent in our finance receivables at the balance sheet date. The
allowance is difficult to determine and requires significant judgment. The
allowance is based on total finance receivables, net charge-off experience,
non-accrual and delinquent finance receivables and our current assessment of the
risks inherent in our finance receivables from national and regional economic
conditions, industry conditions, concentrations, the financial condition of
customers and guarantors, collateral values and other factors. We may

                                       15

<PAGE>

need to change the allowance level significantly if unexpected changes in these
conditions or factors occur. Increases in the allowance would reduce net income
through higher provisions for credit losses. We would need to record a $2.0
million provision for each 0.10% required increase in the allowance. The
allowance was $24.7 million (1.23% of finance receivables) at April 30, 2008
including $0.8 million specifically allocated to impaired receivables.

      The allowance includes amounts specifically allocated to impaired
receivables and an amount to provide for losses inherent in the remainder of
finance receivables (the "general allowance"). We evaluate the fair values of
impaired receivables and compare them to the carrying amounts. The carrying
amount is the amount receivables are recorded at when we evaluate them and may
include prior write-downs or a specific allowance. If our fair value estimate is
lower than the carrying amount, we record a write-down or establish a specific
allowance depending on (i) how we determined fair value (ii) how certain we are
of our estimate and (iii) the level and type of factors and items other than the
primary collateral supporting our fair value estimate, such as guarantees and
secondary collateral.

      To estimate the general allowance, we analyze historical write-down
activity to develop percentage loss ranges by risk profile. Risk profiles are
assigned to receivables based on past due status and the customers' industry. We
then adjust the calculated range of losses for expected recoveries and we may
also adjust the range for differences between current and historical loss trends
and other factors to arrive at the estimated allowance. We record a provision
for credit losses if the recorded allowance differs from our current estimate.
Although our method is designed to calculate probable losses, the adjusted
calculated range of losses may differ from actual losses significantly because
we use significant estimates.

Non-Performing Assets

      We record non-accrual (impaired) finance receivables and repossessed
equipment (assets received to satisfy receivables) at their current estimated
fair value (if less than their carrying amount). We estimate fair value of these
non-performing assets by evaluating the market value and condition of the
collateral or assets and the expected cash flows of impaired receivables. We
evaluate market value based on recent sales of similar equipment, used equipment
publications, our market knowledge and information from equipment vendors.
Unexpected adverse changes in or incorrect estimates of expected cash flows,
market value or the condition of collateral or assets, or time needed to sell
equipment would require us to record a write-down. This would lower net income.
Non-performing assets totaled $40.5 million (2.0% of finance receivables) at
April 30, 2008.

Residual Values

      We record residual values on direct financing leases at the lowest of (i)
any stated purchase option (ii) the present value at the end of the initial
lease term of rentals due under any renewal options or (iii) our projection of
the equipment's fair value at the end of the lease. We may not fully realize
recorded residual values because of unexpected adverse changes in or incorrect
projections of future equipment values. This would lower net income. Residual
values totaled $43.3 million (2.2% of finance receivables) at April 30, 2008.
Historically, we have realized the recorded residual value on disposition.

Income Taxes

      We record a liability for uncertain income tax positions according to FIN
No. 48. FIN No. 48 requires us to (i) identify uncertain tax positions we take
on our income tax returns (ii) determine if these positions would more likely
than not be allowed by a taxing authority, and (iii) if tax positions pass this
more-likely-than-not test, estimate the amount of tax benefit to record.
Therefore, we must record a liability for tax benefits from positions failing
the test and from positions where the full amount of the tax benefits are not
expected to be realized. Identifying uncertain tax positions, determining if
they pass the test and determining the liability to record requires significant
judgment because tax laws are complicated and subject to interpretation, and
because FIN No. 48 requires us to assess the outcome of hypothetical challenges
to these positions by taxing authorities. Actual outcomes of these uncertain tax
positions differing from our assessments significantly and taxing authorities
examining positions we did not consider uncertain could require us to record
additional income tax expense including interest and penalties on any
underpayment of tax. This would lower net income. The gross liability recorded
for uncertain tax positions was $1.2 million on August 1, 2007 and we do not
expect this amount to change significantly.

Stock-Based Compensation

      We record compensation expense for stock options under SFAS No. 123R using
the Black-Scholes option pricing model. This model requires us to estimate the
expected volatility of the price of our common stock, the expected life of
options and the expected dividend rate. SFAS No. 123R also requires us to
estimate forfeitures of stock awards. Estimating volatility, expected life,
dividend rate and forfeitures requires significant judgment and an analysis of
historical data. We may have to increase compensation expense for stock awards
if actual results differ from our estimates significantly.

                                       16

<PAGE>

RESULTS OF OPERATIONS

Comparison of three months ended April 30, 2008 to three months ended April 30,
2007

==============================================================================
                                      Three Months Ended
                                               April 30,
($ in millions, except per            ------------------
share amounts)                           2008       2007   $ Change   % Change
==============================================================================
Finance income                          $46.3      $47.5      $(1.2)        (2)%
Interest expense                         17.2       20.5       (3.3)       (16)
Net finance income before
  provision for credit losses            29.1       27.0        2.1          8
Provision for credit losses               1.5         --        1.5        100
Salaries and other expenses               6.9        6.3        0.6         11
Provision for income taxes                8.0        8.0         --         --
Net income                               12.7       12.7         --         --

Diluted earnings per share               0.51       0.48       0.03          6
Basic earnings per share                 0.52       0.49       0.03          6

Return on equity                         13.0%      13.1%
==============================================================================

      Net income was $12.7 million in the third quarter of fiscal 2008 and 2007
because the net positive effects of lower short-term market interest rates
offset the effects of higher non-performing assets as discussed below.

      Finance income decreased by 2% to $46.3 million in the third quarter of
fiscal 2008 from $47.5 million in the third quarter of fiscal 2007. The decrease
resulted from the 2% decrease in average finance receivables ($32.0 million) to
$2.05 billion in the third quarter of fiscal 2008 from $2.08 billion in the
third quarter of fiscal 2007 and the lower net yield on finance receivables. The
net yield on finance receivables was 9.21% in the third quarter of fiscal 2008
and 9.37% in the third quarter of fiscal 2007. The 325 basis point (3.25%)
decrease in the prime rate and higher non-accrual finance receivables lowered
the net yield.

      Interest expense (incurred on debt used to fund finance receivables)
decreased by 16% to $17.2 million in the third quarter of fiscal 2008 from $20.5
million in the third quarter of fiscal 2007. The decrease resulted from the 89
basis point (0.89%) decrease in our cost of debt to 4.44% in the third quarter
of fiscal 2008 from 5.33% in the third quarter of fiscal 2007. Our cost of debt
decreased because of lower short-term market interest rates as discussed in the
Market Interest Rate Risk and Sensitivity section. The change in average debt
was not significant.

      Net finance income before provision for credit losses on finance
receivables increased by 8% to $29.1 million in the third quarter of fiscal 2008
from $27.0 million in the third quarter of fiscal 2007. Net interest margin (net
finance income before provision for credit losses expressed as an annualized
percentage of average finance receivables) increased to 5.79% in the third
quarter of fiscal 2008 from 5.32% in the third quarter of fiscal 2007 because of
lower short-term market interest rates.

      We recorded a $1.5 million provision for credit losses on finance
receivables in the third quarter of fiscal 2008. We did not record provisions in
the prior two fiscal years. The provision for credit losses is the amount needed
to change the allowance for credit losses to our estimate of losses inherent in
finance receivables. Net charge-offs (write-downs of finance receivables less
recoveries) increased to $1.0 million in the third quarter of fiscal 2008 from
$33,000 in the third quarter of fiscal 2007, and the loss ratio (net charge-offs
expressed as an annualized percentage of average finance receivables) was 0.19%
in the third quarter of fiscal 2008 and less than 0.01% in the third quarter of
fiscal 2007. Net charge-offs have been increasing because of higher
non-performing assets. The allowance and net charge-offs are discussed further
in the Finance Receivables and Asset Quality section.

      Salaries and other expenses increased by 11% to $6.9 million in the third
quarter of fiscal 2008 from $6.3 million in the third quarter of fiscal 2007.
The increase resulted from higher non-performing asset costs and, to a lesser
extent, salary increases. The expense ratio (salaries and other expenses
expressed as an annualized percentage of average finance receivables) worsened
to 1.38% in the third quarter of fiscal 2008 from 1.23% in the third quarter of
fiscal 2007 because expenses increased and receivables decreased. The efficiency
ratio (expense ratio expressed as a percentage of net interest margin) worsened
to 23.7% in the third quarter of fiscal 2008 from 23.2% in the third quarter of
fiscal 2007 because the increase in expenses exceeded the increase in net
finance income.

                                       17

<PAGE>

      Diluted earnings per share increased by 6% to $0.51 per share in the third
quarter of fiscal 2008 from $0.48 per share in the third quarter of fiscal 2007,
and basic earnings per share increased by 6% to $0.52 per share in the third
quarter of fiscal 2008 from $0.49 per share in the third quarter of fiscal 2007.
Diluted and basic earnings per share increased even though net income was the
same because we repurchased 2.7 million shares of our common stock (10% of total
shares outstanding) in the last five fiscal quarters.


Comparison of nine months ended April 30, 2008 to nine months ended April 30,
2007

===============================================================================
                                        Nine Months Ended
                                                April 30,
($ in millions, except per              -----------------
share amounts)                            2008       2007   $ Change   % Change
===============================================================================
Finance income                          $144.7     $141.8      $ 2.9          2%
Interest expense                          59.9       62.5       (2.6)        (4)
Net finance income before
  provision for credit losses             84.8       79.3        5.5          7
Provision for credit losses                2.7         --        2.7        100
Salaries and other expenses               20.3       18.5        1.8         10
Provision for income taxes                23.9       23.5        0.4          2
Net income                                37.9       37.3        0.6          2

Diluted earnings per share                1.52       1.40       0.12          9
Basic earnings per share                  1.55       1.43       0.12          8

Return on equity                          12.8%      12.9%
===============================================================================

      Net income increased by 2% to $37.9 million in the first nine months of
fiscal 2008 from $37.3 million in the first nine months of fiscal 2007. The
increase resulted from the net positive effects of lower short-term market
interest rates and, to a lesser extent, the increase in average receivables,
partially offset by the effects of higher non-performing assets as discussed
below.

      Finance income increased by 2% to $144.7 million in the first nine months
of fiscal 2008 from $141.8 million in the first nine months of fiscal 2007. The
increase resulted from the 2% increase in average finance receivables ($41.0
million) to $2.09 billion in the first nine months of fiscal 2008 from $2.05
billion in the first nine months of fiscal 2007. The net yield on finance
receivables was 9.24% in the first nine months of fiscal 2008 and 9.25% in the
first nine months of fiscal 2007. The net yield did not change significantly
because the higher average yield on finance receivables in the first nine months
of fiscal 2008 was offset by the effects of decreases in the prime rate and
higher non-accrual finance receivables.

      Interest expense decreased by 4% to $59.9 million in the first nine months
of fiscal 2008 from $62.5 million in the first nine months of fiscal 2007. The
decrease resulted from the 42 basis point (0.42%) decrease in our cost of debt
to 4.94% in the first nine months of fiscal 2008 from 5.36% in the first nine
months of fiscal 2007, partially offset by the 4% ($59.0 million) increase in
average debt. Our cost of debt decreased because of lower short-term market
interest rates.

      Net finance income before provision for credit losses on finance
receivables increased by 7% to $84.8 million in the first nine months of fiscal
2008 from $79.3 million in the first nine months of fiscal 2007. Net interest
margin increased to 5.42% in the first nine months of fiscal 2008 from 5.17% in
the first nine months of fiscal 2007 because of lower short-term market interest
rates.

      We recorded a $2.7 million provision for credit losses on finance
receivables in the first nine months of fiscal 2008. Net charge-offs were $2.0
million in the first nine months of fiscal 2008 compared to a $15,000 net
recovery (recoveries exceeded write-downs of finance receivables) in the first
nine months of fiscal 2007, and the loss ratio was 0.13% in the first nine
months of fiscal 2008 and near zero in the first nine months of fiscal 2007. Net
charge-offs have been increasing because of higher non-performing assets.

      Salaries and other expenses increased by 10% to $20.3 million in the first
nine months of fiscal 2008 from $18.5 million in the first nine months of fiscal
2007. The increase resulted from higher non-performing asset costs and, to a
lesser extent, salary increases. The expense ratio worsened to 1.30% in the
first nine months of fiscal 2008 from 1.21% in the first nine months of fiscal
2007 and the efficiency ratio worsened to 23.9% in the first nine months of
fiscal 2008 from 23.3% in the first nine months of fiscal 2007.

                                       18

<PAGE>

      Diluted earnings per share increased by 9% to $1.52 per share in the first
nine months of fiscal 2008 from $1.40 per share in the first nine months of
fiscal 2007, and basic earnings per share increased by 8% to $1.55 per share in
the first nine months of fiscal 2008 from $1.43 per share in the first nine
months of fiscal 2007. The percentage increases in diluted and basic earnings
per share were higher than the percentage increase in net income because we
repurchased 2.7 million shares of our common stock in the last five fiscal
quarters.


FINANCE RECEIVABLES AND ASSET QUALITY

      We discuss trends and characteristics of our finance receivables and our
approach to managing credit risk in this section. The key aspect is asset
quality. Asset quality statistics measure our underwriting standards, skills and
policies and procedures and can indicate the direction and levels of future net
charge-offs and non-performing assets.

=============================================================================
                                    April 30,   July 31,
($ in millions)                        2008 *     2007 *    Change   % Change
=============================================================================
Finance receivables                  $2,011.3   $2,128.4   $(117.1)        (6)%
Allowance for credit losses              24.7       24.0       0.7          3
Non-performing assets                    40.5       21.2      19.3         91
Delinquent finance receivables           22.9        9.9      13.0        132
Net charge-offs                           2.0        0.1       1.9

As a percentage of receivables:
-------------------------------
Allowance for credit losses              1.23%      1.13%
Non-performing assets                    2.01       0.99
Delinquent finance receivables           1.14       0.46
Net charge-offs (annualized)             0.13       0.01
=============================================================================
*  as of and for the nine months ended

      Finance receivables comprise installment sale agreements and secured loans
(collectively referred to as loans) and direct financing leases. Loans were 91%
($1.82 billion) of finance receivables and leases were 9% ($190 million) at
April 30, 2008. Finance receivables decreased $117.1 million during the first
nine months of fiscal 2008 to $2.01 billion at April 30, 2008 because of lower
originations and higher prepayments.

      Finance receivables originated in the third quarter of fiscal 2008 and
2007 were $232 million and $307 million, respectively, and finance receivables
originated in the first nine months of fiscal 2008 and 2007 were $715 million
and $911 million, respectively. Originations decreased because of weak demand
for construction and transportation equipment financing. Finance receivables
collected in the third quarter of fiscal 2008 and 2007 were $288 million and
$257 million, respectively, and finance receivables collected in the first nine
months of fiscal 2008 and 2007 were $819 million and $795 million, respectively.
Collections increased because of increased prepayment activity. Prepayments
typically increase when market interest rates decline.

      Our primary focus is the credit quality of our receivables. We manage our
credit risk by using disciplined and sound underwriting policies and procedures,
by monitoring our receivables closely and by handling non-performing accounts
effectively. Our underwriting policies and procedures require a first lien on
equipment financed. We focus on financing equipment with a remaining useful life
longer than the term financed, historically low levels of technological
obsolescence, use in more than one type of business, ease of access and
transporting, and broad, established resale markets. Securing our receivables
with equipment possessing these characteristics can mitigate potential net
charge-offs. We may also obtain additional equipment or other collateral,
third-party guarantees, advance payments or hold back a portion of the amount
financed. We do not finance or lease aircraft or railcars, computer related
equipment, telecommunications equipment or equipment located outside the United
States, and we do not lend to consumers.

      Our underwriting policies limit our credit exposure with any customer. The
limit was $44.0 million at April 30, 2008. Our ten largest customers accounted
for 6.5% ($132.0 million) of total finance receivables at April 30, 2008.

      Our allowance for credit losses was $24.7 million at April 30, 2008 and
$24.0 million at July 31, 2007, and the allowance level was 1.23% and 1.13% of
finance receivables, respectively. The allowance is our estimate of losses
inherent in our finance receivables. We determine the allowance quarterly based
on our analysis of historical losses and the past due status of receivables
adjusted for expected recoveries and any differences between current and
historical loss trends and other factors. Our estimate of inherent losses at
April 30, 2008 increased because of the higher levels of net charge-offs.

                                       19

<PAGE>

      Net charge-offs of finance receivables (write-downs less recoveries) were
$2.0 million in the first nine months of fiscal 2008 compared to $0.1 million in
the last nine months of fiscal 2007 (the prior nine month period) and the
annualized loss ratios were 0.13% and 0.01%. Net charge-offs were $1.0 million
in the third quarter of fiscal 2008 compared to $0.7 million in the second
quarter of fiscal 2008 and the annualized loss ratios were 0.19% and 0.13%. Net
charge-offs are increasing because the slowing economy, construction and
transportation industries, and higher energy and commodity prices are reducing
our customers' cash flows and values of certain collateral.

      The net investments in non-accrual (impaired) finance receivables,
repossessed equipment (assets received to satisfy receivables), total
non-performing assets and delinquent finance receivables (transactions with more
than a nominal portion of a contractual payment 60 or more days past due) follow
($ in millions):

===============================================================================
                                               April 30,   July 31,   April 30,
                                                    2008       2007        2007
===============================================================================
Non-accrual finance receivables *                 $ 31.7     $ 18.8      $ 15.9
Repossessed equipment                                8.8        2.4         2.1
-------------------------------------------------------------------------------
   Total non-performing assets                    $ 40.5     $ 21.2      $ 18.0
===============================================================================
Delinquent finance receivables                    $ 22.9     $  9.9      $ 15.2
===============================================================================
Percentage of non-accrual receivables
  not delinquent                                      63%        69%         46%
===============================================================================
*  before specifically allocated allowance of $0.8 million at April 30, 2008,
   $0.5 million at July 31, 2007 and $0.2 million at April 30, 2007

      We expect continued increases in delinquent and non-accrual receivables,
repossessed equipment and net charge-offs because of continued recessionary
economic conditions, higher energy and commodity prices and the effects of the
crisis in the credit markets. This could require us to record higher provisions
for credit losses.


LIQUIDITY AND CAPITAL RESOURCES

      We describe our need for raising capital (debt and equity), our need for a
substantial amount of liquidity (money currently available for us to borrow),
our approach to managing liquidity and our current funding sources in this
section. Key indicators are leverage (the number of times debt exceeds equity),
available liquidity, credit ratings and debt diversification. Our leverage is
low for a finance company, we have been successful in issuing debt, we have
ample liquidity available and our debt is diversified with maturities staggered
over five years.

      Liquidity and access to capital are vital to our operations and growth. We
need continued availability of funds to originate or acquire finance receivables
and to repay debt. To ensure we have enough liquidity, we project our financing
needs based on estimated receivables growth and maturing debt, we monitor
capital markets closely, we diversify our funding sources and we stagger our
debt maturities. Funding sources usually available to us include operating cash
flow, private and public issuances of term debt, committed unsecured revolving
bank credit facilities, conduit and term securitizations of finance receivables,
secured term financings, dealer placed and direct issued commercial paper and
sales of common and preferred equity. We believe our liquidity sources are
diversified, and we are not dependent on any funding source or provider.

      As discussed previously, the crisis in the credit markets has made it
difficult and expensive for finance companies to obtain financing. However, we
do not anticipate a need for new financing until the third quarter of fiscal
2009 because (i) we have $336.5 million available to borrow under our committed
revolving bank credit and asset securitization facilities (after subtracting
commercial paper outstanding) at April 30, 2008 (ii) receivables originations
have been decreasing (iii) our operating cash flow remains strong and (iv) we
have only $30.0 million of bank credit facilities expiring and $37.5 million of
term notes maturing before the third quarter of fiscal 2009 in addition to the
amortizing asset securitization debt. Although we don't need new financing
currently, we continue to seek additional sources of financing actively to
strengthen our liquidity beyond this period. We believe sufficient, reasonably
priced capital will be available to us to sustain our future operations and
growth, even though financing has been difficult to obtain and credit spreads
have risen substantially because of the credit market crisis.

                                       20

<PAGE>

      Our term notes are rated 'BBB+' by Fitch Ratings, Inc. ("Fitch", a
Nationally Recognized Statistical Ratings Organization) and our commercial paper
is rated 'F2' by Fitch. Fitch recently affirmed these investment grade ratings
in January 2008 and maintained its stable outlook. As a condition of our 'F2'
credit rating, commercial paper outstanding is limited to the unused amount of
our committed credit facilities. Our access to capital markets and our credit
spreads are partly dependent on these investment grade credit ratings.

      Our major operating subsidiary's debt agreements have restrictive
covenants including limits on its indebtedness, encumbrances, investments,
dividends and other distributions to us, sales of assets, mergers and other
business combinations, capital expenditures, interest coverage and net worth. We
were in compliance with all debt covenants and restrictions at April 30, 2008.
None of the agreements have a material adverse change clause.

      Debt decreased by 6% ($104.6 million) to $1.56 billion at April 30, 2008
from $1.66 billion at July 31, 2007 and stockholders' equity increased by 3%
($13.4 million) to $401.2 million at April 30, 2008 from $387.8 million at July
31, 2007. Therefore, leverage (debt-to-equity ratio) decreased to 3.9 at April
30, 2008 from 4.3 at July 31, 2007. Our leverage is considered low allowing for
substantial asset growth and equity repurchases. Historically, our leverage has
not exceeded 5.5 which is also considered low for a finance company.

      Debt comprised the following ($ in millions):

==============================================================================
                                            April 30, 2008       July 31, 2007
                                         -----------------   -----------------
                                           Amount  Percent     Amount  Percent
==============================================================================
Term notes                               $  712.5       46%  $  723.3       43%
Asset securitization borrowings
   - revolving                              225.0       15      425.0       26
Asset securitization borrowings
   - term                                   200.0       13         --       --
Convertible debentures                      175.0       11      175.0       11
Bank borrowings                             176.6       11       50.0        3
Commercial paper                             66.9        4      289.7       17
------------------------------------------------------------------------------
   Total principal                        1,556.0      100%   1,663.0      100%
Fair value adjustment of hedged debt           --                (2.4)
------------------------------------------------------------------------------
     Total debt                          $1,556.0            $1,660.6
==============================================================================

Term Notes

      We converted $75.0 million of bank credit facilities scheduled to expire
in February 2008, March 2010 and January 2012 into five-year fixed rate term
notes in February 2008. Interest is payable semiannually at a 4.43% average rate
and the notes are due at maturity in February 2013.

      We repaid $80.8 million of fixed rate term notes swapped to floating rates
at maturity in the first nine months of fiscal 2008. The floating rate on these
notes averaged 6.75%. We also repaid a 6.80% $5.0 million term note at maturity.
We repaid these notes with borrowings under our securitization and bank credit
facilities.

Asset Securitization Borrowings

      Our asset securitization facility was partially renewed and partially
converted into amortizing term debt in April 2008. The facility decreased to
$325.0 million from $425.0 million and we converted $200.0 million of borrowings
into term debt. The two renewing banks increased their commitments $50.0 million
each and we converted the amounts borrowed from the two non-renewing banks into
term debt. This increased our borrowing capacity to $525.0 million at April 30,
2008, and $100.0 million of the facility was unused at April 30, 2008. We
established the facility in July 2001 with one bank for $125.0 million and this
was the seventh renewal.

      The facility provides for committed revolving financing through April 2009
and we can then convert borrowings outstanding into term debt if the facility is
not renewed. The $200.0 million of term debt will be repaid monthly from
collections of securitized receivables and should be substantially repaid after
two years. Finance receivables include $500.0 million of securitized receivables
at April 30, 2008. Our major operating subsidiary's debt agreements limit
securitized receivables to 40% of its total receivables. Therefore, we could
securitize an additional $300.0 million of receivables at April 30, 2008.

                                       21

<PAGE>

      Borrowings under the facility and the term debt combined are limited to
94% of eligible securitized receivables. Securitized receivables 120 or more
days past due, classified as impaired or subject to a bankruptcy, or with terms
outside of defined limits, are ineligible to be borrowed against. The facility
also restricts the amount of net charge-offs of securitized receivables and the
amount of delinquent securitized receivables. The facility would terminate if
these restrictions are exceeded, and borrowings outstanding would then be repaid
monthly from collections of securitized receivables.

Convertible Debentures

      We issued the convertible debentures in April 2004. They are due at
maturity in April 2034, but we can redeem (call) them anytime starting in April
2009 by repaying the principal amount in cash and debenture holders can require
us to repurchase (put) them on each five-year anniversary of issuance or when a
specified corporate transaction occurs by paying the principal amount in cash.
Debenture holders can also convert the debentures into cash and common stock
before maturity as discussed below.

      The debentures can only be converted (i) in a fiscal quarter when the
closing price of our common stock is at least 30% higher than the adjusted
conversion price for at least 20 of the last 30 trading days of the prior fiscal
quarter (the "market price condition") (ii) if the debentures are rated 'BB' or
lower by Fitch (three ratings levels lower than the initial rating) (iii) if we
call the debentures or (iv) if a specified corporate transaction occurs. No
event allowing for the debentures to be converted has occurred through April 30,
2008. The market price condition would have been met at April 30, 2008 if the
price of our common stock closed above $35.98 for the required period. The
closing price of our common stock was $23.35 on April 30, 2008.

      We irrevocably elected (under the debentures' original terms and without
modifying the debentures) in fiscal 2005 to pay the value of converted
debentures, not exceeding their principal amount, in cash instead of issuing
shares of our common stock. The value of converted debentures equals the number
of convertible shares multiplied by the market value of our common stock. We
would only issue shares if the value of converted debentures exceeded their
principal amount. Shares of common stock needed to pay any value over principal
would equal the difference between the conversion date price of our common stock
and the conversion price, divided by the conversion date price and multiplied by
the number of convertible shares. There were 6.3 million convertible (but not
issuable) shares, the adjusted conversion price was $27.68 per share and the
adjusted conversion rate was 36.13 shares for each $1,000 of principal at April
30, 2008. The conversion rate and number of convertible shares increase and the
conversion price decreases when we pay dividends on our common stock.

Bank Credit Facilities

      We have $480.0 million of committed unsecured revolving credit facilities
from eleven banks. This amount decreased from $580.0 million at July 31, 2007
because we converted $75.0 million of facilities into five-year term notes and a
$25.0 million facility expired, and includes $455.0 million of facilities with
original terms ranging from two to five years and a $25.0 million facility with
a one year original term. The average remaining term of the multi-year
facilities is 3.2 years. The facilities range from $15.0 million to $110.0
million. Borrowings under these facilities can mature between 1 and 270 days.
Borrowings outstanding at April 30, 2008 matured on May 1, 2008, were reborrowed
and remain outstanding. We borrow amounts mostly for one day, and also for one
week or one month depending on the interest rates, and roll the borrowings over
when they mature depending on whether we issue or repay other debt.

      These committed facilities are a low-cost source of funds and support our
commercial paper program. We can borrow the full amount under each facility
immediately. None of the facilities are for commercial paper back-up only and
the facilities do not have usage fees. These facilities may be renewed, extended
or increased before they expire. We borrowed the full amount under each facility
during the first nine months of fiscal 2008.

Commercial Paper

      We issue commercial paper direct and through a $500.0 million program with
maturities between 1 and 270 days. The amount of commercial paper we could issue
is limited to the unused amount of our committed credit facilities ($403.4
million at April 30, 2008).

Stockholders' Equity

      We repurchased 0.7 million shares of our common stock in the first nine
months of fiscal 2008 for $18.5 million at a $25.87 average price per share. We
financed the repurchases with borrowings under our bank credit facilities. There
was $26.7 million available for future repurchases under our program at April
30, 2008. Repurchases are discretionary and future repurchases are contingent
upon many conditions.

                                       22

<PAGE>

      We paid $11.5 million of cash dividends and we received $3.2 million from
stock option exercises and excess tax benefits from stock-based awards in the
first nine months of fiscal 2008.


MARKET INTEREST RATE RISK AND SENSITIVITY

      We discuss how changes in market interest rates affect our net interest
spread and how we manage interest rate risk in this section. Net interest spread
(net yield of finance receivables less cost of debt) is an integral part of a
finance company's profitability and is calculated below:

===============================================================================
                                         Three Months Ended   Nine Months Ended
                                                  April 30,           April 30,
                                         --------------------------------------
                                            2008       2007      2008      2007
===============================================================================
Net yield of finance receivables            9.21%      9.37%     9.24%     9.25%
Cost of debt                                4.44       5.33      4.94      5.36
-------------------------------------------------------------------------------
   Net interest spread                      4.77%      4.04%     4.30%     3.89%
===============================================================================

      Our net interest spread was 0.73% (73 basis points) higher in the third
quarter of fiscal 2008 compared to the third quarter of fiscal 2007, and was
0.41% (41 basis points) higher in the first nine months of fiscal 2008 compared
to the first nine months of fiscal 2007 because decreases in market interest
rates in the first nine months of fiscal 2008 lowered our cost of debt more than
the net yield on our finance receivables. Decreases in short-term market
interest rates lower the net yield because our floating rate receivables are
indexed to the prime rate.

      Our net interest spread is sensitive to changes in short-term and
long-term market interest rates (includes LIBOR, rates on U.S. Treasury
securities, money-market rates, swap rates and the prime rate). Increases in
short-term rates reduce our net interest spread and decreases in short-term
rates increase it (this is currently occurring) because our floating rate debt
(includes short-term debt) exceeds our floating rate finance receivables by a
significant amount. Interest rates on our debt change faster than the yield on
our receivables because 47% of our debt is floating rate compared to floating
rate finance receivables of only 9%.

      Our net interest spread is also affected when the differences between
short-term and long-term rates change. Long-term rates normally exceed
short-term rates. When this excess narrows (resulting in a "flattening yield
curve") or when short-term rates exceed long-term rates (an "inverted yield
curve"), our net interest spread should decrease and when the yield curve widens
our net interest spread should increase because the rates we charge our
customers are partially determined by long-term market interest rates and rates
on our floating rate debt are largely determined by short-term market interest
rates. We can mitigate the effects of an inverted yield curve by issuing
long-term fixed rate debt. Short-term LIBOR rates (the base rates used for our
short-term borrowings) were higher than the rates on five-year Treasury notes
(the base rate used for our long-term borrowings) during most of the first nine
months of fiscal 2008 but are currently lower.

      Our net interest spread is also affected by credit spreads. Changes in
credit spreads affect the yield on our receivables when originated and the cost
of debt when issued. Credit spreads increased significantly during the first
nine months of fiscal 2008 because of the current credit market crisis.

      Short-term market interest rates decreased in the first nine months of
fiscal 2008 significantly because the Federal Reserve lowered the target Federal
Funds Rate 325 basis points (3.25%). This is the primary reason our cost of debt
declined by 90 basis points (0.9%) and should cause our cost of debt to decline
further. Long-term market interest rates also decreased significantly. Lower
long-term market interest rates would normally decrease the cost of fixed-rate
term debt and also result in lower yields on finance receivables, but these
effects have been mostly offset by significantly higher credit spreads.

      Our income is subject to the risk of rising short-term market interest
rates and a flat or inverted yield curve at April 30, 2008 because floating rate
debt exceeded floating rate receivables by $559.7 million (see the table below).
The terms and prepayment experience of our fixed rate receivables mitigate this
risk. Receivables are collected monthly over short periods of two to five years
and have been accelerated by prepayments. At April 30, 2008, $644.0 million
(35%) of fixed rate receivables are scheduled to be collected in one year and
their average remaining life excluding prepayments is approximately twenty
months. Historically, annual collections have exceeded 50% of average
receivables. We do not match the maturities

                                       23

<PAGE>

of our debt to our receivables. The fixed and floating rate amounts and
percentages of our receivables and capital at April 30, 2008 follow ($ in
millions):

================================================================================
                                     Fixed Rate        Floating Rate
                             ------------------     ----------------
                               Amount   Percent     Amount   Percent       Total
--------------------------------------------------------------------------------
Finance receivables          $1,840.0        91%    $171.3         9%   $2,011.3
================================================================================

Debt                         $  825.0        53%    $731.0        47%   $1,556.0
Stockholders' equity            401.2       100         --        --       401.2
--------------------------------------------------------------------------------
   Total debt and equity     $1,226.2        63%    $731.0        37%   $1,957.2
================================================================================

      Floating rate debt comprises asset securitization borrowings, bank
borrowings, commercial paper and floating rate swaps of fixed rate notes, and
will reprice (interest rates change based on current short-term market interest
rates) at April 30, 2008 as follows: $641.9 million (88%) within one month,
$60.4 million (8%) in two to three months and $28.7 million (4%) in four to six
months. The floating rate swaps of fixed rate notes last repriced in April 2008.
The repricing frequencies of floating rate debt follow (in millions):

================================================================================
                                         Balance   Repricing Frequency
================================================================================
Asset securitization borrowings
  - revolving                            $ 225.0   daily
Asset securitization borrowings
  - term                                   200.0   1 to 30 days
Bank borrowings                            176.6   daily
Commercial paper                            66.9   1 to 90 days (30 day average)
Floating rate swaps of fixed rate notes     62.5   semiannually
================================================================================

      We quantify interest rate risk by calculating the effect on net income of
a hypothetical, immediate 100 basis point (1.0%) rise in market interest rates.
This hypothetical change in rates would reduce quarterly net income by
approximately $0.5 million at April 30, 2008 based on scheduled repricings of
floating rate debt, fixed rate debt maturing within one year and the expected
effects on the yield of new receivables. This amount increases to $0.9 million
excluding the effect on the yield of new receivables. We believe these amounts
are acceptable considering the cost of floating rate debt is lower than fixed
rate debt. Actual future changes in market interest rates and the effect on net
income may differ from these amounts materially. These hypothetical reductions
of quarterly net income at April 30, 2007 were $0.6 million and $1.0 million.
Other factors that may accompany an actual immediate 100 basis point rise in
market interest rates were not considered in the calculation.

      We monitor and manage our exposure to potential adverse changes in market
interest rates with derivative financial instruments and by changing the
proportion of our fixed and floating rate debt. We may use derivatives to hedge
our exposure to interest rate risk on existing debt and debt expected to be
issued. We do not speculate with or trade derivatives.

      We entered into interest rate locks (in the form of Treasury locks) with a
total notional amount of $75.0 million in August 2007. We designated the rate
locks as cash flow hedges of our anticipated issuance of fixed rate term notes
hedging the risk of higher interest payments on the notes for the first five
years from increases in market interest rates before the notes were issued. We
paid $5.9 million when the rate locks expired in January 2008.

      We determined there was no hedge ineffectiveness and therefore we recorded
the entire payment as a reduction of stockholders' equity in accumulated other
comprehensive loss net of deferred income tax of $2.3 million. We are
reclassifying the after-tax amount into net income over the five-year term of
the notes issued in February 2008 by increasing interest expense and deferred
income tax. This effectively increases the interest rate on the notes.

      We also have fixed to floating interest rate swaps with a total notional
amount of $62.5 million at April 30, 2008. The swaps effectively converted fixed
rate term notes into floating rate term notes. Semiannually, we receive fixed
amounts from the swap counterparty banks equal to the interest we pay on the
hedged fixed rate notes, and we pay amounts to the swap counterparty banks equal
to the swaps' floating rates multiplied by the swaps' notional amounts. The
swaps' floating rates change semiannually to a fixed amount over six-month LIBOR
(2.97% at April 30, 2008). The swaps increased interest expense by $0.4 million
and $0.8 million in the third quarter of fiscal 2008 and 2007, respectively, and
by $1.4 million and $2.3 million in the first nine months of fiscal 2008 and
2007, respectively. The average pay rate of 4.38% at April 30, 2008 was 23 basis
points (0.23%) less than the 4.61% average receive rate. The average pay rate
was 6.90% and the average

                                       24

<PAGE>

receive rate was 4.88% at July 31, 2007. The average remaining term of the swaps
at April 30, 2008 is one year. Swaps with a total notional amount of $80.8
million expired in the first nine months of fiscal 2008 when the swapped fixed
rate term notes matured. The swaps have no value at expiration.


NEW ACCOUNTING STANDARDS

      Financial Accounting Standards Board ("FASB") Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes - An Interpretation of FASB 109",
("FIN No. 48") became effective for us on August 1, 2007. FIN No. 48 requires us
to determine if any tax positions taken on our income tax returns lowering the
amount of tax currently due would more likely than not be allowed by a taxing
authority. If tax positions pass this more-likely-than-not test, the benefits
recorded from them are limited to the amount having a greater than 50% chance of
being realized upon being challenged by a taxing authority. For tax positions
failing the more-likely-than-not test, no income tax benefits can be recorded.
Applicable interest and penalties on any unrecognized tax benefits must be also
accrued.

      Applying FIN No. 48 to account for uncertain tax positions was not
significantly different from how we previously accounted for uncertain tax
positions because our income taxes are straightforward. We have no foreign
operations, we are not involved in any questionable tax transactions and we file
returns in almost every state with a corporate income tax. Therefore, applying
FIN No. 48 did not result in an adjustment to beginning retained earnings nor
did it affect our effective tax rate. Our fiscal 2005 and 2004 tax returns were
audited by the IRS in fiscal 2007 and our fiscal 1996 and 1995 tax returns were
audited by the IRS in fiscal 1997. These audits were completed with no changes
to the tax we reported. We only take uncertain positions on our income tax
returns when tax law is unclear and subject to interpretation and we believe not
taking the position would unfairly distort our income tax liability. One state
is currently examining our income tax returns. Our federal tax returns can be
examined for three years and our state tax returns for three to five years after
we file them.

      We record interest and penalties related to uncertain tax positions in
income tax expense. The gross liability recorded for uncertain tax positions was
$1.2 million on August 1, 2007 including $0.2 million of interest and penalties.
The entire amount, net of $0.3 million of federal income tax benefits on state
income taxes, would lower our effective tax rate if recognized. There were no
material changes to these amounts at April 30, 2008 and we do not expect any
significant changes in the next twelve months.

      The FASB issued Staff Position ("FSP") APB 14-1, "Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlements)", in May 2008. This FSP requires a portion
of this type of convertible debt to be recorded as equity and to record interest
expense on the debt portion at a rate that would have been charged on
non-convertible debt with the same terms. This FSP takes effect in the first
quarter of fiscal years beginning after December 15, 2008 and will be applied
retrospectively for all periods presented. It will take effect for us on August
1, 2009. This FSP will apply to our 2.0% convertible debentures and we are
evaluating how it may affect our consolidated financial statements.

      The FASB issued Statement of Financial Accounting Standards ("SFAS") No.
157, "Fair Value Measurements" ("SFAS No. 157") in September 2006 and SFAS No.
159, "The Fair Value Option for Financial Assets and Financial Liabilities -
Including an amendment of FASB Statement No. 115" in February 2007. SFAS No. 157
defines fair value (replacing all prior definitions) and creates a framework to
measure fair value, but does not create any new fair value measurements. SFAS
No. 159 permits companies to choose to measure many financial instruments and
certain other items at fair value at specified election dates and to report
unrealized gains and losses on these items in earnings at each subsequent
reporting date. These statements take effect in the first quarter of fiscal
years beginning after November 15, 2007 and will take effect for us on August 1,
2008. We are evaluating how they may affect our consolidated financial
statements, but we do not expect they will have a material impact.


FORWARD-LOOKING STATEMENTS

      Statements in this report containing the words or phrases "expect,"
"anticipate," "may," "believe," "appears," "estimate," "intend," "could,"
"should," "would," "if," "outlook" and other words and phrases expressing our
expectations are "forward-looking statements." Actual results could differ from
those contained in the forward-looking statements materially because they
involve various assumptions and known and unknown risks and uncertainties.
Information about risk factors that could cause actual results to differ
materially is discussed in "Part I, Item 1A Risk Factors" in our Annual

                                       25

<PAGE>

Report on Form 10-K for the year ended July 31, 2007 and other sections of this
report. Risk factors include (i) an economic slowdown (ii) the inability to
collect finance receivables and the sufficiency of the allowance for credit
losses (iii) the inability to obtain capital or maintain liquidity (iv) rising
short-term market interest rates and adverse changes in the yield curve (v)
increased competition (vi) the inability to retain key employees and (vii)
adverse conditions in the construction and road transportation industries.
Forward-looking statements do not guarantee our future performance and apply
only as of the date made. We are not required to update or revise them for
future or unanticipated events or circumstances.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

      See Item 2, Market Interest Rate Risk and Sensitivity.


Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

      Our management (with our Chief Executive Officer's and Chief Financial
Officer's participation) evaluated our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934)
at the end of the period covered by this report. Based on this evaluation, our
Chief Executive Officer and Chief Financial Officer concluded our disclosure
controls and procedures are effective to ensure information required to be
disclosed in reports we file or submit under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported timely.

Changes in Internal Control Over Financial Reporting

      There were no changes in our internal control over financial reporting
during the third quarter of fiscal 2008 that materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.


PART II - OTHER INFORMATION


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

                      ISSUER PURCHASES OF EQUITY SECURITIES
                      For the Quarter Ended April 30, 2008

<TABLE>
<CAPTION>
======================================================================================
Month        (a) Total   (b) Average   (c) Total Number of          (d) Maximum Number
                Number    Price Paid      Shares Purchased      (or Approximate Dollar
             of Shares     per Share   as Part of Publicly   Value) of Shares that May
             Purchased                  Announced Plans or      Yet Be Purchased Under
                                                  Programs       the Plans or Programs
======================================================================================
<S>          <C>         <C>           <C>                   <C>
March 2008      80,659       $ 21.20                80,659                $ 26,749,000
======================================================================================
</TABLE>

      We did not sell any unregistered shares of our common stock during the
third quarter of fiscal 2008. We established our $50.0 million common stock and
convertible debt repurchase program in June 2007.


Item 5. Other Information

      We issued a press release on June 4, 2008 reporting our results for the
quarter ended April 30, 2008. The press release is attached as Exhibit 99.1.
Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference.

      We issued a press release on June 4, 2008 announcing our Board of
Directors declared a quarterly dividend of $0.15 per share on our common stock.
The press release is attached as Exhibit 99.2. The dividend is payable on July
10, 2008 to stockholders of record at the close of business on June 20, 2008.
The dividend rate is the same as the previous quarter.

                                       26

<PAGE>

Item 6. Exhibits

Exhibit No.    Description of Exhibit
-----------------------------------------------------------------------------
 3.1  (a)  Articles of Incorporation
 3.2  (b)  Certificate of Amendment of Articles of Incorporation dated
           December 9, 1998
 3.3  (c)  Amended and Restated By-laws dated March 5, 2007
31.1       Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2       Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1       Section 1350 Certification of Chief Executive Officer
32.2       Section 1350 Certification of Chief Financial Officer
99.1       Press release dated June 4, 2008
99.2       Press release dated June 4, 2008

Previously filed with the Securities and Exchange Commission as an exhibit to
our:
-----------------------------------------------------------------------------
   (a)   Registration Statement on Form S-1 (Registration No. 33-46662) filed
         May 28, 1992
   (b)   Form 10-Q for the quarter ended January 31, 1999
   (c)   Form 10-Q for the quarter ended January 31, 2007

                                       27

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                        FINANCIAL FEDERAL CORPORATION
                                        -----------------------------
                                        (Registrant)



                                        By:   /s/ Steven F. Groth
                                              --------------------------------
                                              Senior Vice President and
                                              Chief Financial Officer
                                              (Principal Financial Officer)



                                        By:   /s/ David H. Hamm
                                              --------------------------------
                                              Vice President and Controller
                                              (Principal Accounting Officer)



June 5, 2008
------------
(Date)

                                       28