8-K

             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: June 7, 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)




Item 5.  OTHER EVENTS
         ------------

      See attached Exhibit 99.1


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS
         ---------------------------------

     (C)  Exhibits:

        99.1   Press Release of Financial Federal Corporation (the
               "Registrant") dated June 7, 2004 announcing the addition of
               Michael J. Zimmerman to its Board of Directors.

        99.2   Press Release of the Registrant dated June 7, 2004 announcing
               earnings for the third quarter ended April 30, 2004 (furnished,
               and not filed, herewith solely pursuant to Item 12).


Item 12.  DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
          -----------------------------------------------------------

     On June 7, 2004, the Registrant reported its results of operations
for its fiscal quarter ended April 30, 2004.  A copy of the press release
issued by the Registrant reporting these results is furnished herewith as
Exhibit 99.2 and is incorporated herein by reference.

     The information contained herein and in the accompanying exhibit shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise 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 expressly set forth by specific reference in such a
filing.

     In addition to reporting financial results in accordance with
generally accepted accounting principles ("GAAP"), the Registrant provides
net earnings and diluted earnings per share for the first nine months of
fiscal 2003 excluding a $1.1 million after-tax loss on the redemption of the
Registrant's convertible debt. These measures are not in accordance with
GAAP.  The Registrant's management believes these amounts are useful to
investors in comparing the Registrant's operating performance for fiscal
2004 to fiscal 2003.  The excluded loss was a result of the Registrant
calling its 4.5% convertible subordinated notes for redemption.  The notes
were called to eliminate their dilutive effect.  This was a non-recurring
event.

                                    2


                              EXHIBIT INDEX


Exhibit No.   Description of Exhibit
- -----------   --------------------------------------------------------------
99.1          Press Release of Financial Federal Corporation (the "Registrant")
              dated June 7, 2004 announcing the addition of Michael J.
              Zimmerman to its Board of Directors.

99.2          Press Release of the Registrant dated June 7, 2004 announcing
              earnings for the third quarter ended April 30, 2004 (furnished,
              and not filed, herewith solely pursuant to Item 12).

                                    3


                                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)


June 8, 2004
- ------------
(Date)

EX-99

Exhibit 99.1

                    FOR IMMEDIATE RELEASE


CONTACT:  Steven F. Groth, Chief Financial Officer
          (212) 599-8000


           FINANCIAL FEDERAL CORPORATION ANNOUNCES THE
   ADDITION OF MICHAEL J. ZIMMERMAN TO ITS BOARD OF DIRECTORS
   ----------------------------------------------------------

NEW YORK, NY:  June 7, 2004 - Financial Federal Corporation
(NYSE - FIF)announced today that its Board of Directors has selected
Michael J. Zimmerman as its seventh member.  Mr. Zimmerman will
serve as a director until the next annual meeting of shareholders
in December 2004.  The Company's Corporate Governance and
Nominating Committee determined that Mr. Zimmerman qualifies as an
independent director in accordance with New York Stock Exchange
rules.  Mr. Zimmerman will serve on the Company's Audit Committee.
Paul R. Sinsheimer, CEO, commented: "We are privileged to have
Mr. Zimmerman join our Board.  His vast business and financial
background will be a valuable asset to the Company."

Michael J. Zimmerman is Executive Vice President and Chief
Financial Officer of ContiGroup Companies, Inc. (a major privately
held agribusiness and investment firm formerly known as
Continental Grain Company) and President of its ContiInvestments
subsidiary.  He is responsible for the financial and strategic
initiatives in ContiGroup's existing operations as well as its
investment activities in both new and related areas.

Prior to joining Continental Grain in 1996, Mr. Zimmerman
was a Managing Director at Salomon Brothers, where he served
over 20 years in a variety of senior positions in the investment
banking and firm investment areas.  He is a member of the Board
of Directors of Overseas Shipholding Group, Inc., where he serves
as non-executive Chairman, and is Chairman of Premium Standard
Farms, a majority-owned affiliate of ContiGroup.

Mr. Zimmerman holds an MBA from the Harvard Business School
and a Bachelors degree from Trinity College.  He is active
in several educational, religious and philanthropic organizations.
A resident of Brooklyn, NY, he is married and has two sons.


Financial Federal Corporation specializes in financing
industrial and commercial equipment through installment sales and
leasing programs for manufacturers, dealers and end users
nationwide.  For additional information, please visit the
Company's website at www.financialfederal.com.


                             ###

EX-99

Exhibit 99.2

                       FOR IMMEDIATE RELEASE

CONTACT:  Steven F. Groth, Chief Financial Officer
          (212) 599-8000


    FINANCIAL FEDERAL'S THIRD QUARTER NET EARNINGS INCREASE 22%
    -----------------------------------------------------------

NEW YORK, NY:  June 7, 2004 - Financial Federal Corporation (NYSE -
FIF) announced a 22% increase in net earnings in its third fiscal
quarter ended April 30, 2004 primarily from the effects of fewer
non-performing assets.  Net earnings for the quarter was $8.0
million compared to $6.6 million in the third quarter of fiscal
2003.  Diluted earnings per share increased by 22% to $0.44 from
$0.36.  Finance receivables originated during the quarter totaled
$211.0 million and finance receivables outstanding increased by
$26.0 million during the quarter to $1.43 billion at April 30, 2004.

Net earnings in the first nine months of fiscal 2004 and 2003 were
$23.0 million and $23.2 million, respectively; decreasing by less
than 1%.  Diluted earnings per share decreased by 2% to $1.25 from
$1.27.  In fiscal 2003, a non-recurring loss from the redemption of
convertible debt reduced net earnings by $1.1 million and reduced
diluted earnings per share by $0.06.  Without this loss, net
earnings in the first nine months of fiscal 2003 was $24.3 million
and diluted earnings per share was $1.33.  These amounts are non-
GAAP financial measures that management believes are useful to
investors.  Net earnings and diluted earnings per share in the
first nine months of fiscal 2004 each decreased by 6% with this
loss excluded from fiscal 2003.

Net charge-offs for the third quarter of fiscal 2004 were $1.9
million or 0.54% (annualized) of average finance receivables
compared to 0.70% in the preceding quarter and 1.18% in the third
quarter of fiscal 2003.  For the first nine months of fiscal 2004
and 2003, net charge-offs were 0.76% and 0.79%, respectively.  Non-
performing assets were 2.9% of total finance receivables at April
30, 2004, compared to 3.1% at January 31, 2004 and 5.2% at April
30, 2003.  Delinquent receivables (60 days or more past due) were
1.8% of total receivables at April 30, 2004 compared to 1.5% at
January 31, 2004 and 2.1% at April 30, 2003.

Paul R. Sinsheimer, CEO, commented:  "We are encouraged by the
results of our third quarter notwithstanding the potential effects
of rising oil prices and the prospect of rising short-term interest
rates.  Demand for equipment financing increased, and the outlook
for new business appears to be better than it has been for some
time.  The recent $175 million convertible debt issuance has
further positioned the Company to benefit from an improving
economic environment."

Steven F. Groth, CFO, remarked:  "Most of our operating statistics
continue to trend positively, especially net charge-offs,
repossessions and operating expenses.  This is the second straight
quarter of growth in finance receivables which has not occurred in
a year and a half.  Leverage remains at a level that allows for
significant growth, even though the Company recently repurchased
$50 million of its common stock."

The Company also announced an increase in the amount available
under its common stock repurchase program from $13 million to $20
million.  The program was also amended to include repurchases of the
Company's convertible debentures.

Financial Federal Corporation specializes in financing industrial
and commercial equipment through installment sales and leasing
programs for manufacturers, dealers and end users nationwide.  For
additional information, please visit the Company's website at
www.financialfederal.com.

                                -more-


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

======================================================================
                             Three months ended      Nine months ended
                                      April 30,              April 30,
- ----------------------------------------------------------------------
                                  2004     2003         2004      2003
======================================================================
Finance income                 $29,029  $30,692      $88,840   $98,941
Interest expense                 8,213    9,995       25,453    33,725
- ----------------------------------------------------------------------
  Net finance income before
   provision for credit losses
   on finance receivables       20,816   20,697       63,387    65,216
Provision for credit losses      2,050    4,050        7,950     7,900
- ----------------------------------------------------------------------
  Net finance income            18,766   16,647       55,437    57,316
Salaries and other expenses      5,566    5,823       17,694    17,305
Loss on redemption of
 convertible debt                   --       --           --     1,737
- ----------------------------------------------------------------------
  Earnings before income taxes  13,200   10,824       37,743    38,274
Provision for income taxes       5,164    4,239       14,764    15,096
- ----------------------------------------------------------------------
    NET EARNINGS                $8,036   $6,585      $22,979   $23,178
======================================================================

Earnings per common share:
  Diluted                        $0.44    $0.36        $1.25     $1.27
======================================================================
  Basic                          $0.45    $0.36        $1.27     $1.29
======================================================================

Number of shares used:
  Diluted                       18,239   18,135       18,447    18,399
======================================================================
  Basic                         17,928   18,061       18,096    17,935
======================================================================


             CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEETS
                              (In thousands)

=====================================================================
                                April 30,      July 31,     April 31,
                                     2004          2003          2003
=====================================================================
ASSETS
Finance receivables            $1,433,818    $1,415,489    $1,402,715
Allowance for credit losses       (23,620)      (23,754)      (23,634)
- ---------------------------------------------------------------------
  Finance receivables-net       1,410,198     1,391,735     1,379,081
Cash                                7,140         8,015         9,662
Other assets                       15,374        26,332        35,221
- ---------------------------------------------------------------------
TOTAL ASSETS                   $1,432,712    $1,426,082    $1,423,964
=====================================================================

LIABILITIES
Debt                           $1,075,319    $1,042,276    $1,054,769
Accrued interest, taxes
 and other liabilities             62,798        67,410        59,221
- ---------------------------------------------------------------------
  Total liabilities             1,138,117     1,109,686     1,113,990
STOCKHOLDERS' EQUITY              294,595       316,396       309,974
- ---------------------------------------------------------------------
TOTAL LIABILITIES AND EQUITY   $1,432,712    $1,426,082    $1,423,964
=====================================================================


This document contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 and are
subject to risks and uncertainties that could cause actual results to
differ materially from those contained in the forward-looking
statements. Readers are referred to the most recent reports on
Forms 10-K and 10-Q filed by the Company with the Securities and
Exchange Commission that identify such risks and uncertainties.

                               ###