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


                                   FORM 10-Q


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



                    For the Quarter Ended October 31, 1999


                        Commission file number 1-12006



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


          Nevada                                   88-0244792
 (State of incorporation)            (I.R.S. Employer Identification Number)



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


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



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
                                                    ---      ---

At December 1, 1999, 14,862,439 shares of Registrant's common stock, $.50 par
value, were outstanding.

<PAGE>

                         FINANCIAL FEDERAL CORPORATION
                               AND SUBSIDIARIES

                         Quarterly Report on Form 10-Q
                     for the quarter ended October 31, 1999


                               TABLE OF CONTENTS




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

Item 1    Financial Statements

          Consolidated Balance Sheet at October 31, 1999 (unaudited)
            and July 31, 1999 (audited)                                  3

          Consolidated Statement of Operations and Retained Earnings
            for the three month periods ended October 31, 1999 and
            1998 (unaudited)                                             4

          Consolidated Statement of Cash Flows for the three month
            periods ended October 31, 1999 and 1998 (unaudited)          5

          Notes to Consolidated Financial Statements                     6-7


Item 2    Management's Discussion and Analysis of Financial
            Condition and Results of Operations                          7-9


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

Item 6    Exhibits and Reports on Form 8-K                               9

Signatures                                                              10

                                       2
<PAGE>
<TABLE>
                                 FINANCIAL FEDERAL CORPORATION
                                       AND SUBSIDIARIES

                                  CONSOLIDATED BALANCE SHEET
                                    (Dollars in Thousands)


<CAPTION>
                                                                         October 31,   July 31,
                                                                            1999 *        1999
                                                                          --------     --------
<S>                                                                       <C>          <C>
ASSETS

Finance receivables                                                       $985,207     $948,727
Allowance for possible losses                                              (16,806)     (16,202)
                                                                          --------     --------
   Finance receivables - net                                               968,401      932,525
                                                                          --------     --------
Cash                                                                         4,580        5,544
Other assets                                                                 4,074        4,116
                                                                          --------     --------
     TOTAL ASSETS                                                         $977,055     $942,185
                                                                          ========     ========
LIABILITIES

Senior debt:
   Long-term ($39,883 at October 31, 1999 and $38,879
      at July 31, 1999 due to related parties)                            $597,617     $540,662
   Short-term                                                               71,444      106,990
Subordinated debt ($4,681 at October 31, 1999 and
   July 31, 1999 due to related parties)                                    97,790       97,790
Accrued interest, taxes and other liabilities                               35,507       29,500
Deferred income taxes                                                       23,461       22,261
                                                                          --------     --------
   Total liabilities                                                       825,819      797,203
                                                                          --------     --------
STOCKHOLDERS' EQUITY

Preferred stock - $1 par value, authorized 5,000,000
   shares, none issued
Common stock - $.50 par value, authorized 100,000,000
   shares, shares issued: 14,862,064 at October 31, 1999
   and 14,860,207 at July 31, 1999                                           7,431        7,430
Additional paid-in capital                                                  58,128       58,115
Warrants - issued and outstanding 1,606,500                                     29           29
Retained earnings                                                           85,648       79,408
                                                                          --------     --------
   Total stockholders' equity                                              151,236      144,982
                                                                          --------     --------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $977,055     $942,185
                                                                          ========     ========
<FN>
    *  Unaudited

    The notes to consolidated financial statements are made a part hereof.
</FN>
</TABLE>
                                              3
<PAGE>
<TABLE>
                                 FINANCIAL FEDERAL CORPORATION
                                       AND SUBSIDIARIES

                             CONSOLIDATED STATEMENT OF OPERATIONS
                               AND RETAINED EARNINGS (UNAUDITED)
                       (Dollars in Thousands, Except Per Share Amounts)


<CAPTION>
Three Months Ended October 31,                                                1999         1998
----------------------------------------------------                       -------      -------
<S>                                                                        <C>          <C>
Finance income                                                             $25,420      $21,116

Interest expense                                                            11,642        9,561
                                                                           -------      -------
   Finance income before provision for possible
      losses on finance receivables                                         13,778       11,555

Provision for possible losses on finance receivables                           675          800
                                                                           -------      -------
   Net finance income                                                       13,103       10,755

Gain on debt retirement                                                                     187
Salaries and other expenses                                                 (2,909)      (2,491)
                                                                           -------      -------
   Earnings before income taxes                                             10,194        8,451

Provision for income taxes                                                   3,954        3,260
                                                                           -------      -------
    NET EARNINGS                                                             6,240        5,191

Retained earnings - beginning of period                                     79,408       57,910
                                                                           -------      -------
    RETAINED EARNINGS - END OF PERIOD                                      $85,648      $63,101
                                                                           =======      =======
EARNINGS PER COMMON SHARE:
   Diluted                                                                   $0.36        $0.30
                                                                           =======      =======
   Basic                                                                     $0.42        $0.35
                                                                           =======      =======
<FN>
    The notes to consolidated financial statements are made a part hereof.
</FN>
</TABLE
                                              4
<PAGE>

</TABLE>
<TABLE>
                                 FINANCIAL FEDERAL CORPORATION
                                       AND SUBSIDIARIES

                        CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                     (Dollars in Thousands)


<CAPTION>
Three Months Ended October 31,                                                1999         1998
----------------------------------------------------------                --------     --------
<S>                                                                       <C>          <C>
Cash flows from operating activities:
   Net earnings                                                             $6,240       $5,191
   Adjustments to reconcile net earnings to net cash
     provided by operating activities:
      Provision for possible losses on finance receivables                     675          800
      Depreciation and amortization                                          1,729        1,431
      Deferred income taxes                                                  1,200        1,056
      Gain on debt retirement                                                              (187)
      Decrease in other assets                                                  68          371
      Increase (decrease) in accrued interest, taxes and
       other liabilities                                                     6,007       (3,515)
                                                                          --------     --------
        Net cash provided by operating activities                           15,919        5,147
                                                                          --------     --------
Cash flows from investing activities:
   Finance receivables:
    Originated                                                            (175,583)    (154,252)
    Collected                                                              137,375      117,858
   Other                                                                       (98)        (136)
                                                                          --------     --------
        Net cash (used in) investing activities                            (38,306)     (36,530)
                                                                          --------     --------
Cash flows from financing activities:
   Commercial paper:
    Maturities 90 days or less (net)                                       (17,755)    (188,784)
    Maturities greater than 90 days:
       Proceeds                                                             19,562       25,306
       Repayments                                                          (25,578)     (20,842)
   Bank borrowings - net proceeds (repayments)                             (11,775)     207,070
   Proceeds from senior term notes                                          50,000
   Proceeds from term loan - bank                                                        10,000
   Repurchase of convertible subordinated  notes                                         (1,313)
   Variable rate senior term notes - net proceeds
    (repayments)                                                             6,955         (125)
   Proceeds from exercise of stock options                                      14          152
                                                                          --------     --------
        Net cash provided by financing activities                           21,423       31,464
                                                                          --------     --------
NET INCREASE (DECREASE) IN CASH                                               (964)          81

Cash - beginning of period                                                   5,544        2,756
                                                                          --------     --------
CASH - END OF PERIOD                                                        $4,580       $2,837
                                                                          ========     ========
Supplemental disclosures of cash flow information:
   Interest paid                                                            $8,170       $7,468
                                                                          ========     ========
   Income taxes paid                                                          $524         $153
                                                                          ========     ========
<FN>
    The notes to consolidated financial statements are made a part hereof.
</FN>
</TABLE>
                                             5
<PAGE>
                        FINANCIAL FEDERAL CORPORATION
                              AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION
------------------------------
In the opinion of the management of Financial Federal Corporation and
Subsidiaries (the "Company"), the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of normal
recurring items) necessary to present fairly the financial position at October
31, 1999 and the results of operations and cash flows of the Company for the
three month periods ended October 31, 1999 and 1998.  These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and note disclosures included in the
Company's Annual Report on Form 10-K for the year ended July 31, 1999.  The
consolidated results of operations for the three month periods ended October
31, 1999 and 1998 are not necessarily indicative of the results for the
respective full years.


NOTE 2 - EARNINGS PER COMMON SHARE
----------------------------------
Earnings per common share was calculated as follows (in thousands, except per
share amounts):

  Three months ended October 31,                         1999       1998
  ------------------------------------------------     ------     ------
  Net earnings (used for basic earnings per share)     $6,240     $5,191
  Effect of convertible securities                        762        790
                                                       ------     ------
  Adjusted net earnings (used for diluted earnings
     per share)                                        $7,002     $5,981
                                                       ======     ======
  Weighted average common shares outstanding
     (used for basic earnings per share)               14,861     14,853
  Effect of dilutive securities:
     Convertible subordinated notes                     3,167      3,294
     Warrants                                           1,385      1,401
     Stock options                                        245        297
                                                       ------     ------
  Adjusted weighted average common shares and
     assumed conversions (used for diluted
     earnings per share)                               19,658     19,845
                                                       ======     ======

  Net earnings per common share - Diluted               $0.36      $0.30
                                                       ======     ======
  Net earnings per common share - Basic                 $0.42      $0.35
                                                       ======     ======


NOTE 3 - SENIOR DEBT
--------------------
At October 31, 1999, the Company had $405.0 million of committed unsecured
revolving credit facilities with various banks including $267.5 million that
expire after October 31, 2000 and $137.5 million that expire before October
31, 2000.  Long-term senior debt of $597.6 million at October 31, 1999
comprised $54.2 million of borrowings under credit facilities that expire
after October 31, 2000, $213.3 million of commercial paper supported by credit
facilities that expire after October 31, 2000 and $330.1 million of term notes
payable.  In September 1999, the Company issued $50.0 million of 7.57% fixed
rate senior term notes that mature in September 2002.


NOTE 4 - DERIVATIVE FINANCIAL INSTRUMENTS
-----------------------------------------
At October 31, 1999, the Company had variable to fixed interest rate swaps
with a notional amount of $25.0 million, weighted average receive and pay
rates of 6.0% and 5.2%, respectively, and a weighted average remaining term of
1.1 years.

                                       6
<PAGE>

NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities."  This Statement requires the fair value
of derivatives to be recorded as assets or liabilities.  Gains or losses
resulting from changes in the fair values of derivatives would be accounted
for depending on the purpose of the derivatives and whether they qualify for
hedge accounting treatment.  This statement, as deferred by SFAS No. 137,
"Accounting for Derivatives and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133," issued in June 1999, is effective for fiscal
years beginning after June 15, 2000.  The Company has not yet determined the
impact SFAS 133 will have on its earnings or financial position.


PART I
Item 2

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                      OPERATIONS AND FINANCIAL CONDITION


RESULTS OF OPERATIONS

Comparison of Three Months Ended October 31, 1999 to Three Months Ended
-----------------------------------------------------------------------
October 31, 1998
----------------
Finance income increased by 20% to $25.4 million in the first quarter of
fiscal 2000 from $21.1 million in the first quarter of fiscal 1999.  The
increase was primarily due to the 22%, or $171 million, increase in average
finance receivables outstanding to $964 million in the first quarter of fiscal
2000 from $793 million in the first quarter of fiscal 1999.  The increase in
finance income from the growth in finance receivables was partially offset by
slightly lower finance rates charged by the Company due to the slight decrease
in average market interest rates and competitive factors.  Finance receivables
booked in the first quarter of fiscal 2000 increased by 14% to $176 million
from $154 million in the first quarter of fiscal 1999 even though competitive
pressures remained strong during the quarter.  The increase in finance
receivables booked was primarily due to increased business activity in the
Midwest and an increase in the number of marketing personnel.

Interest expense, incurred on borrowings used to fund finance receivables,
increased by 22% to $11.6 million in the first quarter of fiscal 2000 from
$9.6 million in the first quarter of fiscal 1999.  The increase was primarily
due to the 22% increase in average debt outstanding in the first quarter of
fiscal 2000 from the first quarter of fiscal 1999.  The Company's average cost
of funds in the first quarter of fiscal 2000 and in the first quarter of
fiscal 1999 were the same since the effects of the recent issuances of
additional term debt were offset by the slight decrease in average market
interest rates.

Finance income before provision for possible losses on finance receivables
increased by 19% to $13.8 million in the first quarter of fiscal 2000 from
$11.6 million in the first quarter of fiscal 1999.  Finance income before
provision for possible losses, expressed as an annualized percentage of
average finance receivables outstanding, decreased to 5.7% in the first
quarter of fiscal 2000 from 5.8% in the first quarter of fiscal 1999.

The provision for possible losses on finance receivables decreased by 16% to
$675,000 in the first quarter of fiscal 2000 from $800,000 in the first
quarter of fiscal 1999.  The provision for possible losses is determined by
the amount required to increase the allowance for possible losses to a level
that management considers appropriate.  The allowance for possible losses was
$16.8 million, or 1.71% of finance receivables at October 31, 1999, as
compared to $14.1 million, or 1.74% of finance receivables, at October 31,
1998.  The allowance is periodically reviewed by the Company's management and
is estimated based on total finance receivables, net credit losses incurred
and management's current assessment of the risks inherent in the Company's
finance receivables from national and regional economic conditions, industry
conditions, concentrations, the financial condition of counterparties and
other factors.  Future additions to the allowance may be necessary based on
changes in these factors.  Non-performing finance receivables were $9.2
million, or 0.9% of total finance receivables, at October 31, 1999, compared
to $7.2 million, or 0.9% of total finance receivables, at October 31, 1998.

                                       7
<PAGE>

In September 1998, the Company repurchased $1.5 million face amount of its
convertible subordinated notes for $1.3 million.

Salaries and other expenses increased by 17% to $2.9 million in the first
quarter of fiscal 2000 from $2.5 million in the first quarter of fiscal 1999
primarily due to the increase in the number of employees and salary increases.

Net earnings increased by 20% to $6.2 million in the first quarter of fiscal
2000 from $5.2 million in the first quarter of fiscal 1999.  Diluted earnings
per share increased by 20% to $0.36 per share in the first quarter of fiscal
2000 from $0.30 per share in the first quarter of fiscal 1999 and basic
earnings per share increased by 20% to $0.42 per share in the first quarter of
fiscal 2000 from $0.35 per share in the first quarter of fiscal 1999.


LIQUIDITY AND CAPITAL RESOURCES

The Company is dependent upon the continued availability of funds to originate
or acquire finance receivables and to purchase portfolios of finance
receivables.  The Company may obtain required funds from a variety of sources,
including internal generation, dealer placed and directly issued commercial
paper, borrowings under committed unsecured revolving credit facilities,
private and public issuances of term debt, securitizations and sales of common
and preferred equity.  Management believes, but cannot assure, that the
Company has available sufficient liquidity to support its future operations
(see the following Year 2000 disclosure).

The Company issues investment grade commercial paper directly and through a
$350.0 million program with recognized dealers.  Commercial paper outstanding
at October 31, 1999 was $259.7 million.  The Company's commercial paper is
unsecured and matures within 270 days.  Increases in commercial paper are
generally offset by decreases in bank and other borrowings, and vice versa.
The Company's current policy is to maintain committed revolving credit
facilities from banks so that the aggregate amount available thereunder
exceeds commercial paper outstanding.

At October 31, 1999, the Company had $405.0 million of committed unsecured
revolving credit facilities with various banks including $267.5 million that
expire after one year and $137.5 million that expire within one year.  At
October 31, 1999, the Company had $54.2 million of borrowings outstanding
under credit facilities expiring after one year.

In September 1999 the Company issued $50.0 million of senior term notes due in
September 2002.


YEAR 2000

The Company has determined that its information technology systems are
primarily Year 2000 compliant (non-information technology systems are not
critical to the Company's operations).  Therefore, any future costs the
Company may incur relating to the Year 2000 issue are not expected to be
significant.  The Company has not, and does not expect to, incur any specific
quantifiable costs that can be directly and solely related to the Year 2000
issue. However, if any of the Company's information technology systems do not
function properly as a result of the turn of the century, the Company believes
the total cost to repair/replace such system(s) would not exceed $500,000.

The Company has business relationships with thousands of equipment
manufacturers, dealers and end users (customers).  The failure by any one or
several of these third parties to be Year 2000 compliant is not expected to
result in a material loss in the Company's revenue or to adversely affect the
Company's cash flows.

The Company has relationships with four commercial paper dealers and nineteen
banks to access the financial markets for its daily funding requirements.  The
failure by any one of these credit providers to be Year 2000 compliant is not
expected to affect materially the Company's liquidity.  However, a significant
disruption in financial markets caused by the Year 2000 issue, impairing the
Company's ability to obtain required funds over a period of time, could have a
material adverse effect on the Company's operations.  Through direct
communications with these credit providers and the review of their public
statements, the Company has been assured that its credit providers expect to
be Year 2000 compliant.

                                       8
<PAGE>

Neither the Company, nor anyone else, can predict, or envision, the potential
direct and residual effects of technology's inability to properly recognize
the year 2000.  These possible effects include extended, nationwide
interruptions in telecommunications services, utility services, public
transportation, air travel and global banking and electronic payment systems.
Based on the unknown effects of these potentially significant interruptions,
the Company believes that it is impossible to assure full Year 2000 compliance
even though the Company has taken appropriate measures to be compliant.

In the event that the turn of the century causes a material business
interruption, the Company believes, but cannot assure, that, to the extent
possible (except for the interruptions listed in the prior paragraph), any
such interruption could be overcome through manual processes.  The Company is
in the process of establishing procedures to ensure that adequate resources
will be in place and that required information will be available to enable the
Company to operate in a manual environment.


FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Operations and Financial
Condition contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.  Forward-looking statements
involve risks, uncertainties and assumptions due to their subjective nature.
Therefore, actual outcomes and results could differ materially from those
anticipated by such forward-looking statements due to the impact of many
factors beyond the Company's control, including economic, geographic and
industry conditions, availability of funding sources, market risk from
fluctuations in interest rates, prepayments, competition, changes in laws or
regulations and matters relating to the Year 2000 issue.


PART II
Item 6


                       EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits:

            27 - Financial Data Schedule (EDGAR version only)

     (b) Reports on Form 8-K

            None

                                       9
<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/ Michael C. Palitz
                                                ----------------------------
                                                Executive Vice President and
                                                Chief Financial Officer


                                          By:   /s/ David H. Hamm
                                                ----------------------------
                                                Controller and Assistant
                                                Treasurer


December 10, 1999
(Date)

                                      10
<PAGE>

                               INDEX TO EXHIBITS


Exhibit No.   Exhibits
-----------   ------------------------------------------------------------
27            Financial Data Schedule (EDGAR version only)

                                      11
<PAGE>