S-8

                                                   Registration No. 33-      
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

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


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


                      400 Park Avenue, New York, NY 10022
                    (Address of principal executive offices)
                                  (Zip code)

                         FINANCIAL FEDERAL CORPORATION
                               STOCK OPTION PLAN
                            (Full Title of the Plan)

     Clarence Y. Palitz, Jr.                           Copy to:
  Financial Federal Corporation                Lawrence B. Fisher, Esq.
    400 Park Avenue, 8th Floor            Orrick, Herrington & Sutcliffe LLP
     New York, New York 10022                      666 Fifth Avenue
          (212) 888-3344                       New York, New York 10103
  (Name, address and telephone                      (212) 506-5000
   number of agent for service)



                        CALCULATION OF REGISTRATION FEE
 
 
==============================================================================
                                          Proposed    Proposed
                                          Maximum     Maximum
                                          Offering    Aggregate   Amount of
Title of Securities      Amount to be     Price Per   Offering    Registration
to be registered         registered(1)    Share(2)    Price(2)    Fee
- ------------------------------------------------------------------------------
                                                      
Common Stock, 
$.50 par value           587,482 shares   $15.19      $8,923,852  $2,704.20     
==============================================================================



   (1) Represents additional shares to be offered by the Registrant pursuant  
       to the Financial Federal Corporation Stock Option Plan.
   (2) Estimated solely for the purpose of calculating the registration fee.  
       The price per share is estimated based on the average of the high and  
       low trading prices paid for a share of Common Stock on July 29, 1997   
       as reported on the American Stock Exchange.


==============================================================================

Explanatory Note

The purpose of this Registration Statement on Form S-8 is to register an 
additional 587,482 shares of Common Stock, $.50 par value (the "Common 
Stock"), of Financial Federal Corporation (the "Company"), consisting of 
additional shares of Common Stock which will be issuable upon the exercise of 
options which may be granted under the Plan by reason of the 3 for 2 stock 
split paid on July 30, 1997 to stockholders of record as of the close of 
business on July 18, 1997.

The contents of the Company's Registration Statement on Form S-8, as filed 
with the Securities and Exchange Commission (the "Commission") on December 15, 
1993 (Commission File No. 33-72950), which became effective on such date and 
as amended on December 23, 1993 and February 6, 1996, relating to the 
registration of shares of Common Stock authorized for issuance under the Plan 
are incorporated by reference herein in accordance with General Instruction E 
to Form S-8 as, and to the extent, such contents relate to the Plan.


Item 8. Exhibits

      The following are filed as exhibits to this Registration Statement:

       5.1   Opinion of Orrick, Herrington & Sutcliffe LLP.
      10.1   Financial Federal Corporation Stock Option Plan, as amended as of 
             December 12, 1995.*
      23.1   Consent of Eisner & Lubin LLP, certified public accountants.
      23.2   Consent of Orrick, Herrington & Sutcliffe LLP (contained in the  
             opinion filed as Exhibit 5.1).
      24.1   Power of Attorney (contained on signature page hereto).

      * previously filed.


                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of New York, State of New York, on this 30th day of 
July, 1997.


Financial Federal Corporation

By:  /s/ Clarence Y. Palitz, Jr.
Chairman of the Board, President and Chief Executive Officer 
(Principal Executive Officer)


                              POWER OF ATTORNEY

Each of the undersigned directors and officers of Financial Federal 
Corporation hereby constitutes and appoints Clarence Y. Palitz, Jr. and 
Michael C. Palitz, and each of them, his true and lawful attorney-in-fact, 
with full power to act without the other and full power of substitution and 
resubstitution, for him and in his name, place and stead, in any and all 
capacities, to sign any and all amendments (including post-effective 
amendments) to this Registration Statement and to file the same, with all 
exhibits thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission and any other regulatory authority, 
granting unto said attorneys-in-fact full power and authority to do and 
perform each and every act and thing requisite and necessary to be done in and 
about the premises, as fully to all intents and purposes as he might or could 
do in person, and hereby ratifies and confirms all that said attorneys-in-fact 
or any of them, or their substitutes, may lawfully do or cause to be done by 
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities set forth 
on July 30, 1997.


Signature


/s/ Clarence Y. Palitz, Jr.
Chairman of the Board, President 
and Chief Executive Officer 
(Principal Executive Officer)


/s/ Michael C. Palitz 
Executive Vice President, Treasurer,
Chief Financial Officer and Director
(Principal Financial Officer)


/s/ Paul Sinsheimer
Executive Vice President and Director


/s/ David H. Hamm
Controller, Assistant Treasurer and 
Principal Accounting Officer 


/s/ William C. MacMillen, Jr.
Director


/s/ Lawrence B. Fisher
Director


/s/ Bernard G. Palitz
Director


                                EXHIBIT INDEX

Exhibit No.   Description

        5.1   Opinion of Orrick, Herrington & Sutcliffe LLP.
       10.1   Financial Federal Corporation Stock Option Plan, as amended
              as of December 12, 1995.*
       23.1   Consent of Eisner & Lubin LLP, certified public accountants.
       23.2   Consent of Orrick, Herrington & Sutcliffe LLP (contained in the
              opinion filed as Exhibit 5.1).
       24.1   Power of Attorney (contained on signature page hereto).

    * previously filed.

EX-5.1

                       ORRICK HERRINGTON & SUTCLIFFE LLP
                                                                              
                                 July 30, 1997


Financial Federal Corporation
400 Park Avenue, 8th Floor
New York, New York  10022


         Re:   Financial Federal Corporation


Ladies and Gentlemen:

     We have acted as counsel for Financial Federal Corporation, a Nevada 
corporation (the "Company"), in connection with the Registration Statement on 
Form S-8 (the "Registration Statement") filed with the Securities and Exchange 
Commission under the Securities Act of 1933, as amended, on or about the date 
of this letter.  The Registration Statement relates to 587,482 shares of the 
Company's Common Stock, par value $.50 per share (the "Shares"), which will be 
issuable upon the exercise of options which may be granted pursuant to the 
provisions of the Financial Federal Corporation Stock Option Plan, as amended 
as of December 12, 1995 (the "Plan").

     In this regard, we have examined executed originals or copies of the 
following:

     (a)   The Amended and Restated Articles of Incorporation ("Certificate of 
Incorporation") and the Bylaws of the Company, each as in effect at the date 
hereof, certified by the Secretary of State of the State of Nevada or the 
Secretary of the Company, respectively.

     (b)   Resolutions of the Board of Directors of the Company adopted on 
July 7, 1997 by unanimous written consent.

     (c)   The Plan.

     (e)   The Company's Registration Statement on Form S-8, as filed with the 
Securities and Exchange Commission (the "Commission") on December 15, 1993 
(Commission File No. 33-72950) as amended by a Registration Statement on Form 
S-8, as filed with the Commission on December 23, 1993 and February 6, 1996;

     (f)   Such other instruments, corporate records, certificates, and other 
documents as we have deemed necessary as a basis for the opinion hereinafter 
expressed; and


     (g)   We have further examined Chapter 78 of the Nevada Revised Statutes 
(The Michie Company) entitled "Private Corporations."

     Based upon such examination and in reliance thereon and having regard for 
legal considerations which we deem relevant, we are of the opinion that the 
Shares have been duly authorized and, when issued upon exercise of, and 
payment of the exercise price for, stock options granted or to be granted 
pursuant to the Plan in accordance with the Plan's terms, the Shares will be 
validly issued, fully paid and non-assessable.

     With your permission we have assumed the following: (a) the authenticity 
of original documents and the genuineness of all signatures; (b) the 
conformity to the originals of all documents submitted to us as copies; (c) 
the truth, accuracy, and completeness of the information, factual matters, 
representations, and warranties contained in the records, documents, 
instruments and certificates we have reviewed; (d) except as specifically 
covered in the opinions set forth above, the due authorization, execution, and 
delivery on behalf of the respective parties thereto of documents referred to 
herein and the legal, valid, and binding effect thereof on such parties; and 
(e) the absence of any evidence extrinsic to the provisions of the written 
agreements between the parties that the parties intended a meaning contrary to 
that expressed by those provisions.

     We express no opinion as to matters of law in jurisdictions other than 
the State of New York (the jurisdiction in which we are licensed to practice) 
and the federal securities laws of the United States, except to the extent 
necessary to render the opinions set forth above with respect to the 
corporation law of the State of Nevada.  As you know, we are not licensed to 
practice law in the State of Nevada, and our opinions as to Nevada corporate 
law are based solely on review of Chapter 78 of the Nevada Revised Statutes, 
entitled "Private Corporations."

     We consent to the filing of this letter as an exhibit to the Registration 
Statement and to the reference to our firm included in the documents 
incorporated by reference into the Registration Statement as of the date of 
this letter.


                           Very truly yours,

                           /s/ORRICK, HERRINGTON & SUTCLIFFE LLP

EX-23.1

CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS


As independent certified public accountants, we hereby consent to 
the incorporation by reference in the Registration Statement on 
Form S-8 of our report dated August 30, 1996, included in 
Financial Federal Corporation's Annual Report on Form 10-K for the 
year ended July 31, 1996, and to all references to our firm 
included in this registration statement.




                                 /s/ Eisner & Lubin LLP
                                 CERTIFIED PUBLIC ACCOUNTANTS


New York, New York
July 30, 1997