Exhibit 10.38

                  FINANCIAL FEDERAL CORPORATION

                 2001 MANAGEMENT INCENTIVE PLAN

                   RESTRICTED STOCK AGREEMENT


          Financial Federal Corporation, a Nevada corporation
(the "Company"), hereby awards shares of Restricted Stock
("Shares") to the Participant named below.  The terms and
conditions of the Award are set forth in this cover sheet and the
attached Restricted Stock Agreement and in the 2001 Management
Incentive Plan (the "Plan").


Date of Award:   September 28, 2005

Name of Participant:  Paul R. Sinsheimer

Number of Shares of Restricted Stock Awarded:  17,790

Amount Paid by Participant for the Shares of Restricted Stock
Awarded:   $ 0.00

Aggregate Fair Market Value of Restricted Stock on Date of Award:
$708,042

Vesting Start Date:   September 28, 2005



          By signing this cover sheet, you agree to all
          of the terms and conditions described in the
          attached Restricted Stock Agreement and in the
          Plan.  You are also acknowledging receipt of
          this Agreement and a copy of the Plan.

Dated:  September 28, 2005

Company:                                     Participant:

By:  /s/ Steven F. Groth                     /s/ Paul R.Sinsheimer
     -------------------------               ---------------------
     Steven F. Groth                         Paul R. Sinsheimer
     Senior Vice President and
     Chief Financial Officer

By:  /s/ Troy H. Geisser
     -----------------------------------
     Troy H. Geisser
     Senior Vice President and Secretary


                  FINANCIAL FEDERAL CORPORATION

                 2001 MANAGEMENT INCENTIVE PLAN

                   RESTRICTED STOCK AGREEMENT


The Plan and The text of the Plan is incorporated in this
Other        Agreement by this reference.  You and the Company
Agreements   agree to execute such further instruments and to
             take such further action as may reasonably be
             necessary to carry out the intent of this
             Agreement.  Unless otherwise defined in this
             Agreement, certain capitalized terms used in this
             Agreement are defined in the Plan.

             This Agreement, the attached Exhibits and the Plan
             constitute the entire understanding between you and
             the Company regarding this Award of Restricted
             Stock.  Any prior agreements, commitments or
             negotiations are superseded.

Award of     The Company awards you the number of shares of
Restricted   Restricted Stock shown on the cover sheet of this
Stock        Agreement.  The Award is subject to the terms and
             conditions of this Agreement and the Plan.

Vesting      Except as otherwise provided in this Agreement and
             subject to satisfaction of the performance
             conditions established for this Award by the
             Company's Compensation Committee ("Performance
             Conditions"), so long as you continuously serve as
             the Company's Chief Executive Officer ("CEO") you
             will become incrementally vested as to the number
             of shares of Restricted Stock per the following.

                   Vesting Dates            Shares Vesting
                   September 28, 2006       4,448
                   September 28, 2007       4,447
                   September 28, 2008       4,448
                   September 28, 2009       4,447
                   Total                   17,790

             However, if your continuous service as CEO is
             terminated either by (i) the Company (or Parent or
             Subsidiary) without Cause, (ii) death, (iii)
             Disability, (iv) Retirement (where, for purposes of
             this Agreement, "Retirement" shall mean your
             termination of employment with the Company or a
             subsidiary for any reason (other than due to death,
             Disability or by the Company or a subsidiary for
             Cause) on or after attainment of the age of sixty-
             two), or (v) you for Good Reason, or if there is a
             Sale of Company, then any unvested Restricted Stock
             shall be vested in full upon such event (provided
             that this Award of Restricted Stock has not been
             previously forfeited due to non-satisfaction of the
             Performance Conditions).

             Except as otherwise provided in this Agreement, in
             the event that your continuous service as CEO
             ceases prior to the fourth anniversary of the
             Vesting Start Date, you will forfeit to the Company
             all of the shares of Restricted Stock subject to
             this Award that have not yet vested as of the date
             your continuous service terminates as CEO.

             Notwithstanding anything to the contrary in this
             Agreement, the Board of Directors, in its sole
             discretion, may at any time accelerate the date
             upon which any or all of this Restricted Stock
             grant is vested.

Escrow       The certificates for the Restricted Stock shall be
             deposited in escrow with the Secretary of the
             Company (or his designee) to be held in accordance
             with the provisions of this paragraph.  Each
             deposited certificate shall be accompanied by a
             duly executed Assignment Separate from Certificate
             in the form attached hereto as Exhibit A.  The
             deposited certificates, shall remain in escrow
             until such time as the certificates are to be
             released or otherwise surrendered for cancellation
             as discussed below.  Upon delivery of the
             certificates to the Company, you shall be issued an
             instrument of deposit acknowledging the number of
             shares of Restricted Stock delivered in escrow to
             the Secretary of the Company.

             All regular cash dividends, if any, on the
             Restricted Stock shall be paid directly to you and
             shall not be held in escrow.

             The Restricted Stock held in escrow hereunder shall
             be subject to the following terms and conditions
             relating to their release from escrow or their
             surrender to the Company, provided, however, that
             the minimum number of shares released to you in any
             individual release of share certificates must be at
             least twenty-five (25) shares (unless the release
             represents your final release of share certificates
             from escrow):

                *    When your interest in the Restricted Stock
                  vests, the certificates for such vested Restricted
                  Stock shall be released from escrow and delivered
                  to you, at your request, in accordance with the
                  following schedule.

                *    The release of any vested Restricted Stock
                  from escrow shall be effected within thirty (30)
                  days following the applicable date(s) of vesting of
                  shares pursuant to this Agreement.

                *    Upon termination of your continuous service as
                  CEO by you for Good Reason or by the Company (or
                  Parent or Subsidiary) without Cause, or by death,
                  Disability or Retirement, or if there is a Sale of
                  Company, any unvested Restricted Stock shall become
                  vested and released from escrow within thirty (30)
                  days of the applicable event.  Upon termination of
                  your continuous service as CEO for any other
                  reason, any unvested Restricted Stock shall be
                  surrendered to the Company.

Definition   For purposes of this Agreement, Sale of Company
of Sale of   shall mean there is a sale of all or substantially
Company      all of the assets (exclusive of securitized assets)
             or stock of the Company.

Definitions  For purposes of this Agreement, Parent shall have
of "Parent"  the meaning set forth in Section 424(e) of the
and          Internal Revenue Code of 1986, as amended (the
"Subsidiary" "Code").  For purposes of this Agreement,
             Subsidiary shall have the meaning set forth in
             Section 424(f) of the Code.

Definition   For purposes of this Agreement, Disability means a
of           permanent and total disability within the meaning
"Disability" of Section 22(e)(3) of the Code.

Definition   For purposes of this Agreement, Cause shall mean
of "Cause"   the good faith determination by the Company (or its
             Subsidiary) in its sole discretion that your
             continuous service as CEO should be terminated due
             to one or more of the following:

                (a)    You have engaged in an act or acts of
                  gross misconduct or negligence that have
                  materially harmed or materially damaged the
                  Company.  You will be notified in writing of
                  such misconduct or negligence and such notice
                  will specifically reference potential
                  termination of employment;

                (b)    Your repeated failure to follow the
                  lawful instructions of the Company following
                  written notice.  Such written notice will
                  specifically reference potential termination
                  of employment;

                (c)    You have misappropriated Company
                  property;

                (d)    You have been convicted of, or plead "no
                  contest" to, a felony; or

                (e)    You have exhibited a repeated inability
                  to competently perform the essential functions
                  of your job which has been memorialized in the
                  Company's records and has resulted in material
                  harm or material damage to the Company.

Definition   For purposes of this Agreement, termination of your
of "Good     continuous service as CEO by you for "Good Reason"
Reason"      shall mean your resignation of employment with the
             Company or its Subsidiary within thirty (30) days
             after the occurrence (without your written consent)
             of any of the following:

                (a)    Any reduction (in the aggregate) in your
                  base salary by more than 25%, unless all
                  similarly situated executives incur the same
                  proportionate reduction in base salary; or

                (b)    A material diminishment in your position,
                  job duties and/or responsibilities (this shall
                  include, but not be limited to, you no longer
                  serving as the CEO).

Code Section You represent and warrant that you understand the
83(b)        Federal, state and local income tax consequences of
Election     the granting of this Restricted Stock.  Under
             Section 83 of the Code, the Fair Market Value of
             the Restricted Stock on the date any forfeiture
             restrictions applicable to such Restricted Stock
             lapse will be reportable as ordinary income at that
             time.  For this purpose, "forfeiture restrictions"
             include surrender to the Company of unvested
             Restricted Stock as described above.  You may elect
             to be taxed at the time the Restricted Stock is
             acquired to the extent that the Fair Market Value
             of the Restricted Stock exceeds the amount of
             consideration paid by you (if any) for such
             Restricted Stock at that time rather than when such
             Restricted Stock ceases to be subject to such
             forfeiture restrictions, by filing an election
             under Section 83(b) of the Code with the Internal
             Revenue Service within thirty (30) days after the
             Date of Award.  The form for making this election
             is attached as Exhibit B hereto.  Failure to make
             this filing within the thirty (30) day period will
             result in the recognition of ordinary income by you
             (in the event the Fair Market Value of the
             Restricted Stock increases after the date of
             purchase) as the forfeiture restrictions lapse
             unless you make a valid deferral as described
             below.  YOU ACKNOWLEDGE THAT IT IS YOUR SOLE
             RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A
             TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF
             YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO
             MAKE THIS FILING ON YOUR BEHALF.  YOU ARE RELYING
             SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE
             DECISION AS TO WHETHER OR NOT TO FILE A CODE
             SECTION 83(b) ELECTION.

Leaves of    For purposes of this Agreement, while you are a
Absence      common-law employee, your continuous service as CEO
             does not terminate when you go on a bona fide leave
             of absence that was approved by the Company (or its
             Parent or Subsidiary) in writing, if the terms of
             the leave provide for continued service crediting,
             or when continued service crediting is required by
             applicable law.  Your continuous service as CEO
             terminates in any event when the approved leave
             ends, unless you immediately return to active work.

             The Company determines which leaves count for this
             purpose, and when your continuous service as CEO
             terminates for all purposes under this Agreement.

Voting and   Subject to the terms of this Agreement, you shall
Other Rights have all the rights and privileges of a stockholder
             of the Company while the Restricted Stock is held
             in escrow, including the right to vote and to
             receive dividends (if any).

Adjustments  In the event that after the date of this Award, the
             outstanding shares of the Company's Common Stock
             are increased or decreased or changed into or
             exchanged for a different number or kind of shares
             of stock or other securities of the Company or of
             another corporation through reorganization, merger,
             consolidation, recapitalization, reclassification,
             stock split, split-up, combination or exchange of
             shares or declaration of any dividends payable in
             Common Stock, the Board of Directors shall
             appropriately adjust the number of shares of



             Common Stock subject to this Award of Restricted
             Stock (to the nearest whole number) and such
             adjustments shall be effective and binding for all
             purposes of this Award.

Restrictions The Company will not issue any Restricted Stock or
on           Shares if the issuance of such Restricted Stock or
Issuance     Shares at that time would violate any law or
             regulation.

Withholding  The release of the Restricted Stock from escrow
Taxes        will not be allowed unless you make acceptable
             arrangements to pay any withholding or other taxes
             that may be due and such arrangements may include,
             subject to such rules that may be established by
             the Company, (i) delivery of previously owned
             shares, (ii) withholding of shares by the Company
             from the shares that would otherwise be delivered
             from escrow, or (iii) cash or check.

Restrictions By signing this Agreement, you agree not to sell
on Resale    (or transfer or assign) any Restricted Stock prior
             to its vesting or sell (or transfer or assign) any
             Shares acquired under this Award at a time when
             applicable laws, regulations or Company or
             underwriter trading policies prohibit sale.

             If the sale of Shares acquired under this Award is
             not registered under the Securities Act of 1933,
             but an exemption is available which requires an
             investment representation or other representation
             and warranty, you shall represent and agree that
             the Shares being acquired are being acquired for
             investment, and not with a view to the sale or
             distribution thereof, and shall make such other
             representations and warranties as are deemed
             necessary or appropriate by the Company and its
             counsel.

No Retention This Agreement is not an employment agreement and
Rights       does not give you the right to be retained by the
             Company (or its Parents, Subsidiaries or
             affiliates) and you agree that you are an employee-
             at-will.  The Company (or its Parents, Subsidiaries
             or affiliates) reserves the right to terminate your
             employment as CEO and your employment as a Company
             employee at any time and for any reason.

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

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

             The Company may enforce any violation of these
             provisions to the fullest extent permitted under
             law or equity.  You acknowledge that upon a
             material breach of any of these provisions, the
             Company would sustain irreparable harm from such
             breach, and, therefore, you agree that in addition
             to any other remedies which the Company may have
             for any material breach of this Agreement or
             otherwise, the Company shall be entitled to obtain
             equitable relief including specific performance,
             injunctions and restraining you from committing or
             continuing any such violation of this Agreement.
             The Company may apply to any court of competent
             jurisdiction for a temporary restraining order,
             preliminary injunction, or other interim or
             conservatory relief as necessary.

Applicable   This Agreement will be interpreted and enforced
Law          under the laws of the State of New York and
             construed accordingly, including any conflicts or
             choice of law rule or principle that might
             otherwise refer construction or interpretation of
             this Agreement to the substantive law of another
             jurisdiction.  This Agreement may not be amended,
             altered, waived or modified unless it is in writing
             and signed by you and a member of the Board of
             Directors.  This Agreement represents the final
             agreement between the parties and may not be
             contradicted by evidence of prior, contemporaneous
             or subsequent oral agreements between the parties.
             The rights and remedies of the Company, its
             Parents, its Subsidiaries and affiliates hereunder
             shall be cumulative and not alternative.  No delay
             or failure on the part of the Company, its Parents
             or its Subsidiaries or its affiliates in exercising
             any rights hereunder shall operate as a waiver of
             such or of any other rights.  If any term,
             provision, covenant or restriction of this
             Agreement is held by a court of competent
             jurisdiction to be invalid, illegal, void or
             unenforceable, the remainder of the terms,
             provisions, covenants and restrictions set forth
             herein shall remain in full force and effect and
             shall in no way be affected, impaired or
             invalidated, and the parties hereto shall use their
             best efforts to find and employ an alternative
             means to achieve the same or substantially the same
             result as that contemplated by such term,
             provision, covenant or restriction.  It is hereby
             stipulated and declared to be the intention of the
             parties that they would have executed the remaining
             terms, provisions, covenants and restrictions
             without including any of such that may be hereafter
             declared invalid, illegal, void or unenforceable.
             YOU HEREBY WAIVE THE RIGHT TO HAVE A TRIAL BY JURY
             IN ANY LITIGATION, ACTION, CAUSE OF ACTION,
             COUNTERCLAIM, CASE, ARBITRATION OR PROCEEDING
             BETWEEN YOU AND THE COMPANY, ITS PARENTS OR ITS
             SUBSIDIARIES OR AFFILIATES.

                       __________________


  In consideration of the Company granting you this Restricted
Stock, please acknowledge your agreement to fully comply with all
  of the terms and provisions contained herein by signing this
 Agreement in the space provided above and returning it promptly
                               to:

                  Financial Federal Corporation
              Attention: Troy H. Geisser, Secretary