Exhibit No. 10.23

DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT, made as of the 30th day of  December, 1996, by and 
between Financial Federal Corporation (the "Company") and  Clarence Y. 
Palitz, Jr.(the "Employee");

W I T N E S S E T H :

WHEREAS, Employee is an employee of the Company; and 

WHEREAS, the Employee and the Company desire to set forth in writing 
herein the terms and conditions of their agreement with respect to the 
payment to Employee, on a deferred basis, of some of the Employee's 
salary for his services to the Company for the months of January, 1997  
through December, 1997.

NOW, THEREFORE, the parties hereto agree as follows:

1.  Certain amounts of salary earned by the Employee for each of the 
months of January  1997 through December 1997, shall be deferred and, in 
lieu of current payment thereof, the Company shall pay to the Employee 
the sum of $50,000.00 on each January 31 commencing in 1999 and 
terminating in 2005, and $15,905.30 on January 31, 2006.  The amounts so 
deferred are shown on Exhibit 1 to this Agreement.  In the event the 
Employee's employment is terminated for any reason whatsoever during 
this period, the amount payable to the Employee pursuant to this 
paragraph shall be proportionately reduced (in the same proportion as 
the number of days or portions thereof from the date of such termination 
of employment to the end of this period bears to the entire period), and 
any payment provided for in paragraphs  "2", "3", "5" or "7" of this 
Agreement shall be further discounted as described in paragraph "4" of 
this Agreement.

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

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

4.  If, pursuant to paragraphs "2", "3", "5" or "7" of this Agreement, 
payment of any amount provided for in paragraph "1" of this Agreement is 
to be made earlier than the due date set forth in such paragraph "1", 
the amount to be paid is the amount as provided in paragraph "1" of this 
Agreement, discounted at the rate of 6.13% per annum, compounded 
monthly, from the date any such payments would have been due (as set 
forth in paragraph "1" of the Agreement) to the actual date of payment.  
For purposes of illustration, a payment of $500.00 would be due with 
respect to a $638.54 payment which would have been due and payable 
forty-eight (48) months later.

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

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

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

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

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

11.  This Agreement shall be governed and construed in accordance with 
the laws of the State of New York.  If any provision of this Agreement 
is rendered or declared invalid, illegal or ineffective by any existing 
or subsequently enacted legislation or decision of a court of competent 
jurisdiction, such legislation or decision shall only invalidate such 
provision to the extent so rendered or declared invalid, illegal or 
ineffective in such jurisdiction only and shall not impair, invalidate 
or nullify the remainder of this Agreement which shall remain in full 
force and effect.
 
12.  Any controversy or claim arising out of or relating to this 
Agreement or any alleged breach thereof shall be settled by arbitration 
in New York City in accordance with the rules of the American 
Arbitration Association governing contract disputes and judgment upon 
the award rendered by any arbitrator(s) may be entered in any court of 
appropriate jurisdiction; the Federal Arbitration Act and the applicable 
laws of the State of New York shall govern.

		
IN WITNESS WHEREOF, Company has caused this Agreement to be executed by 
its duly authorized officers and Employee has hereunto set his hand on 
the day and year first above written.


FINANCIAL FEDERAL CORPORATION


BY:                            

(Title)

EMPLOYEE:

							                                     

_____________________
EXHIBIT 1 to Deferred Compensation Agreement

For every payroll period beginning after December 31, 1996 until 
December 31, 1997, $11,458.33 shall be deferred, per the Agreement 
between Financial Federal Corporation and Clarence Y. Palitz, Jr. (the 
"Employee") dated December 30, 1996.