UNITED STATES 
                     SECURITIES AND EXCHANGE COMMISSION
                                     
                        WASHINGTON, D.C. 20549-1004


                                 FORM 8-K
                                     
                              CURRENT REPORT
                                     
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                                     
                                     
  Date of Report (Date of earliest event reported):  October 14, 2004
                                     
                                     
                       FINANCIAL FEDERAL CORPORATION
          (Exact name of Registrant as specified in its charter)


         Nevada                     1-12006                88-0244792
(State of incorporation)    (Commission file number)    (I.R.S. Employer
                                                       Identification No.)


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


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


          (Former name or address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

   [ ] Written communications pursuant to Rule 425 under the Securities Act 
       (17 CFR 230.425)

   [ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)

   [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

   [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))



Item 1.01   Entry into a Material Definitive Agreement
            ------------------------------------------

     On October 14, 2004, Financial Federal Corporation granted 10,000 shares
of restricted stock to its Chairman, Chief Executive Officer and President, 
Paul R. Sinsheimer, under its 2001 Management Incentive Plan as part of Mr. 
Sinsheimer's fiscal 2004 performance bonus.  The restricted stock vests in 
five equal annual installments commencing in October 2005 subject to Mr. 
Sinsheimer's continued service and further subject to earlier vesting upon a 
qualifying termination of Mr. Sinsheimer's employment.


                                    2



                                SIGNATURE


     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 hereunto duly authorized.



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


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


October 20, 2004
------------------
(Date)