As filed with the Securities and Exchange Commission on December 13, 2006
                                                     Registration No. 333-
==========================================================================
                  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 or other jurisdiction       (IRS Employer Identification No.)
of incorporation or organization)

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


                       2006 Stock Incentive Plan
          Amended and Restated 2001 Management Incentive Plan
                       (Full title of the Plans)


                            Troy H. Geisser
                  Senior Vice President and Secretary
                     Financial Federal Corporation
                 733 Third Avenue, New York, NY  10017
                (Name and address of agent for service)

                            (212) 599-8000
     (Telephone number, including area code, of agent for service)

                               Copy to:
                        Jonathan M. Ocker, Esq.
                  Orrick, Herrington & Sutcliffe LLP
              405 Howard Street, San Francisco, CA 94105
                            (415) 773-5700

                    CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================
                                                       Proposed         Proposed
      Title of Securities            Amount            Maximum           Maximum
            to be                    to  be         Offering Price      Aggregate           Amount of
          Registered               Registered (1)     Per Share       Offering Price     Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                                <C>              <C>              <C>                 <C>
Common Stock $0.50 par value per     2,500,000        $ 28.96 (2)     $ 72,400,000 (2)       $ 7,747
share (2006 Stock Incentive Plan)

Common Stock $0.50 par value per       750,890        $ 28.96 (2)     $ 21,745,774 (2)       $ 2,327
share (Amended and Restated 2001
Management Incentive Plan)

TOTAL:                               3,250,890                        $ 94,145,774           $10,074
---------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant  to Rule 416 under the Securities Act  of  1933  as
     amended,  this Registration Statement also covers additional
     securities that may be issued under the 2006 Stock Incentive
     Plan  or Amended and Restated 2001 Management Incentive Plan
     as  a  result  of stock splits, stock dividends  or  similar
     transactions.
(2)  Calculated  solely for purposes of this offering under  Rule
     457(h)  of  the Securities Act of 1933, as amended,  on  the
     basis  of  the average of the high ($29.13) and low ($28.78)
     prices  per  share  of  Common Stock  of  Financial  Federal
     Corporation  on December  12, 2006, as reported by  The  New
     York Stock Exchange.


<PAGE>
                                PART I
         Information Required in the Section 10(a) Prospectus

Item 1.   Plan Information*
          ----------------

Item 2.   Registrant Information and Employee Plan Annual Information*
          -----------------------------------------------------------

*Information  required by Part I to be contained in the  Section  10(a)
prospectus  is  omitted from the Registration Statement  in  accordance
with the Note to Part I of Form S-8.


                                PART II

          Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

      The  following  documents  filed  by  the  Registrant  under  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),  with
the   Securities   and  Exchange  Commission  (the  "Commission")   are
incorporated herein by reference:

      a. The Registrant's Annual  Report filed  on October 11, 2006  on
         Form 10-K for the fiscal year ended July 31, 2006;

      b. All  reports  filed  by  the  Registrant pursuant  to  Section
         13(a) or 15(d) of the Exchange Act since July 31, 2006; and

      c. The  description of  the Registrant's  common stock  contained
         in  the Registrant's registration statement on Form 8-A  filed
         on  July 13, 1998, including any amendment or report filed for
         the purpose of updating such description.


      All  documents subsequently filed by the Registrant  pursuant  to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to  the
filing   of  a  post-effective  amendment  which  indicates  that   all
securities  offered have been sold or which deregisters all  securities
then  remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of
filing of such documents.

     Any  statement contained in a document incorporated  by  reference
herein  shall  be deemed to be modified or superseded for  purposes  of
this Registration Statement to the extent that a statement contained in
a  subsequently filed document which is also incorporated by  reference
herein modifies or supersedes such statement.

                                   2
<PAGE>

Item 4.  Description of Securities
         -------------------------

    Not applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

    Not applicable.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

   Section   78.7502   of  the  Nevada  Revised  Statutes   permits   a
corporation  to  provide discretionary indemnification  to  any  person
against   any  threatened,  pending  or  completed  action,   suit   or
proceeding, except an action by or in the right of the corporation,  by
reason  of  the  fact  that such person is or was a director,  officer,
employee  or  agent,  or  is  or was serving  at  the  request  of  the
corporation  as  a  director, officer, employee  or  agent  of  another
corporation,  partnership,  joint venture, trust  or  other  enterprise
against  expenses,  including attorney's  fees,  judgments,  fines  and
amounts  paid in settlements, if such indemnified person acted in  good
faith and in a manner which such person reasonably believed to be in or
not  opposed to the best interest of the corporation, and, with respect
to  any  criminal  action  or proceeding, had no  reasonable  cause  to
believe such person's conduct was unlawful.

   With  respect to any threatened, pending or completed action or suit
by  or in the right of the corporation, Section 78.7502 also permits  a
corporation   to   provide   discretionary  indemnification   if   such
indemnified  person  acted in good faith and in  a  manner  which  such
person  reasonably  believed  to be in  or  not  opposed  to  the  best
interests  of  the corporation; provided, however, that indemnification
may  not  be  made for any claim, issue or matter as to  which  such  a
person  has  been adjudged by a court of competent jurisdiction,  after
exhaustion of all appeals therefrom, to be liable to the corporation or
for  amounts paid in settlement to the corporation, unless and only  to
the  extent  that the court in which the action or suit was brought  or
other court of competent jurisdiction determines otherwise in light  of
all the circumstances.

   Section  78.7502  provides  for  mandatory  indemnification  against
expenses,  including attorney's fees, actually and reasonably  incurred
by  such  indemnified  person in connection with the  defense,  to  the
extent that a director, officer, employee or agent of a corporation has
been  successful on the merits or otherwise in defense of  any  action,
suit  or proceeding referred to in the preceding two paragraphs, or  in
defense of any claim, issue or matter therein.

   Section  78.751 of the Nevada Revised Statutes permits a corporation
to  include in its articles of incorporation, bylaws, and/or agreements
between  the  corporation  and its directors,  officers,  employees  or
agents  provisions expanding the scope of indemnification  beyond  that
specifically provided by current law, except that unless ordered  by  a
court  or for the advancement of certain expenses, indemnification  may
not  be  made  to or on behalf of any director or officer  if  a  final
adjudication establishes that such person's acts or omissions  involved
intentional misconduct, fraud or a knowing violation of the law and was
material  to the cause of action. Section 78.752 of the Nevada  Revised

                                   3
<PAGE>

Statutes  permits a corporation to purchase and maintain  insurance  or
make  other  financial arrangements on behalf of any  such  indemnified
persons.

   The  Ninth  and  Tenth  Articles of Financial Federal  Corporation's
Restated  Articles of Incorporation provide for the indemnification  of
directors  and  other persons to the fullest extent  permitted  by  the
General Corporation Law of Nevada.

   Article  V,  Section  5  of Financial Federal  Corporation's  Bylaws
provides that the Company shall indemnify to the full extent authorized
by  law  any person made or threatened to be made a party to an action,
suit   or  proceeding,  whether  criminal,  civil,  administrative   or
investigative, by reason of the fact that such person or such  person's
testator or intestate is or was a director, officer, employee or  agent
of  Financial Federal Corporation or is or was serving, at the  request
of  the  Company, as a director, officer, employee or agent of  another
corporation, partnership, joint venture, trust or other enterprise.

   Insofar  as  indemnification  for  liabilities  arising  under   the
Securities  Act  of  1933  as amended (the  "Securities  Act")  may  be
permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant  to the foregoing provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the Securities  and
Exchange  Commission such indemnification is against public  policy  as
expressed  in the Securities Act, and is, therefore, unenforceable.  In
the  event  that  a claim for indemnification against such  liabilities
(other  than  the payment by the Registrant of expenses incurred  by  a
director,  officer  or  controlling person of  the  Registrant  in  the
successful  defense of any action, suit or proceeding) is  asserted  by
such  director,  officer or controlling person in connection  with  the
securities being registered, the Registrant will, unless in the opinion
of  its  counsel the matter has been settled by controlling  precedent,
submit  to a court of appropriate jurisdiction the question of  whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication  of  such
issue.

   The  Registrant  has  also  entered  into  separate  indemnification
agreements  with  its  directors  and  officers,  in  addition  to  the
indemnification  provided for in the By-laws and Restated  Articles  of
Incorporation.  These agreements, among other things, provide that  the
Registrant  will indemnify, to the fullest extent permitted  by  Nevada
law,  its  directors  and  officers  for  certain  expenses,  including
attorneys'   fees,   judgments,  liabilities,  fines,   penalties   and
settlement amounts incurred by a director or executive officer  in  any
action  or proceeding arising out of such person's services as  one  of
its  directors or executive officers, or any of its subsidiaries or any
other  company or enterprise to which the person provides  services  at
the  Registrant's  request.  The   agreements  also  (i)  provide   for
indemnification rights  regarding  third-party  claims and  proceedings
brought by or in the right  of  the Company  (ii) provide for advancing
expenses incurred by the indemnitee for   any  covered  proceeding  and
(iii)  establish  procedures   and presumptions  to  determine  whether
the  indemnitee  is  entitled  to indemnification.

   The  Registrant's  officers and directors are covered  by  insurance
(with certain exceptions and limitations) that indemnifies them against
losses  for  which the Registrant grants them indemnification  and  for
which  they  become legally obligated to pay on account of claims  made

                                  4
<PAGE>

against them for "wrongful acts" committed before or during the  policy
period.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

    Not applicable.

Item 8.  Exhibits
         --------

Exhibit Number   Name
--------------   ----
           5.1   Opinion of Orrick, Herrington & Sutcliffe LLP.
          23.1   Consent of KPMG LLP.
          23.2   Consent  of  Orrick, Herrington & Sutcliffe  LLP
                 is contained in Exhibit 5.1.
          24.1   Power of Attorney is included on signature  page
                 of this Registration Statement.

Item 9.  Undertakings
         ------------

     (a)  The undersigned Registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                (i)   to  include  any prospectus required  by  Section
10(a)(3) of the Securities Act;

                (ii)  to reflect in the prospectus any facts or  events
arising after the effective date of the Registration Statement (or  the
most recent post-effective amendment thereof) which, individually or in
the  aggregate,  represent a fundamental change in the information  set
forth  in  the Registration Statement.  Notwithstanding the  foregoing,
any increase or decrease in volume of securities offered (if the dollar
value of securities offered would not exceed that which was registered)
and  any  deviation  from the low or high end of the estimated  maximum
offering  range may be reflected in the form of prospectus  filed  with
the  Commission  pursuant  to Rule 424(b) if,  in  the  aggregate,  the
changes in volume and price represent no more than a 20% change in  the
maximum  aggregate  offering price set forth  in  the  "Calculation  of
Registration Fee" table in the effective Registration Statement;

                (iii)      to  include  any material  information  with
respect  to  the plan of distribution not previously disclosed  in  the
Registration  Statement or any material change to such  information  in
the Registration Statement;

provided, however, that:

                                    5
<PAGE>

(A)  Paragraphs  (a)(1)(i) and (a)(1)(ii) above do  not  apply  if  the
Registration Statement is on Form S-8, and the information required  to
be  included  in  a  post-effective amendment by  those  paragraphs  is
contained in reports filed with or furnished to the Commission  by  the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange  Act
that are incorporated by reference in the Registration Statement; and

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply
if  the  Registration  Statement is on Form S-3 or  Form  F-3  and  the
information  required to be included in a post-effective  amendment  by
those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement,  or is contained in a form of prospectus filed  pursuant  to
Rule 424(b) that is part of the Registration Statement.

          (2)  That, for the purpose of determining any liability under
the  Securities Act, each such post-effective amendment shall be deemed
to  be  a new registration statement relating to the securities offered
therein,  and  the offering of such securities at that  time  shall  be
deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

      (b)   The  undersigned  Registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,  each
filing  of the Registrant's annual report pursuant to Section 13(a)  or
Section  15(d) of the Exchange Act (and, where applicable, each  filing
of  an  employee benefit plan's annual report pursuant to Section 15(d)
of  the  Exchange  Act)  that  is  incorporated  by  reference  in  the
Registration  Statement  shall  be deemed  to  be  a  new  registration
statement relating to the securities offered therein, and the  offering
of  such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (c)  Insofar as indemnification for liabilities arising under the
Securities  Act may be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion  of  the
Commission  such indemnification is against public policy as  expressed
in  the Securities Act and is, therefore, unenforceable.  In the  event
that  a claim for indemnification against such liabilities (other  than
the  payment  by  the  Registrant of expenses incurred  or  paid  by  a
director,  officer  or  controlling person of  the  Registrant  in  the
successful  defense of any action, suit or proceeding) is  asserted  by
such  director,  officer or controlling person in connection  with  the
securities being registered, the Registrant will, unless in the opinion
of  its  counsel the matter has been settled by controlling  precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification  by  it is against public policy as  expressed  in  the
Securities Act and will be governed by the final adjudication  of  such
issue.

                                  6
<PAGE>

                              SIGNATURES

      Pursuant  to the requirements of the Securities Act of  1933,  as
amended,  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 December 12, 2006.

                         FINANCIAL FEDERAL CORPORATION


                         By:  /s/ PAUL R. SINSHEIMER
                                  --------------------------------
                                  Paul R. Sinsheimer
                                  President and Chief Executive Officer


                           POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS:

           That  the  undersigned officers and directors  of  Financial
Federal  Corporation,  a Nevada corporation, do hereby  constitute  and
appoint  Paul  R. Sinsheimer and Troy H. Geisser, or any of  them,  the
lawful attorney-in-fact and agent with full power and authority  to  do
any  and  all  acts and things and to execute any and  all  instruments
which  said attorney and agent determines may be necessary or advisable
or  required  to enable said corporation to comply with the  Securities
Act  of  1933, as amended, and any rules or regulations or requirements
of  the  Securities  and Exchange Commission in  connection  with  this
Registration  Statement.   Without  limiting  the  generality  of   the
foregoing power and authority, the powers granted include the power and
authority  to sign the names of the undersigned officers and  directors
in  the  capacities indicated below to this Registration Statement,  to
any  and  all  amendments, both pre-effective and  post-effective,  and
supplements  to  this  Registration  Statement,  and  to  any  and  all
instruments or documents filed as part of or in conjunction  with  this
Registration Statement or amendments or supplements thereof,  and  each
of  the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue hereof.  This Power of
Attorney may be signed in several counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                                     7
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below  by  the  following
persons in the capacities and on the dates indicated.


        Signatures                  Title               Date
        ----------                  -----               ----

/s/ PAUL R. SINSHEIMER      President and Chief    December 12, 2006
------------------------    Executive Officer and
Paul R. Sinsheimer          Chairman of the Board
                            of Directors
                            (Principal Executive
                            Officer)

/s/ STEVEN F. GROTH         Senior Vice President  December 12, 2006
------------------------    and Chief Financial
Steven F. Groth             Officer (Principal
                            Financial Officer)

/s/ DAVID H. HAMM           Vice President,        December 12, 2006
------------------------    Treasurer and
David H. Hamm               Controller (Principal
                            Accounting Officer)

/s/ LAWRENCE B. FISHER            Director         December 12, 2006
------------------------
Lawrence B. Fisher

/s/ MICHAEL C. PALITZ             Director         December 12, 2006
------------------------
Michael C. Palitz

/s/ LEOPOLD SWERGOLD              Director         December 12, 2006
------------------------
Leopold Swergold

/s/ H. E. TIMANUS, JR.            Director         December 12, 2006
------------------------
H.E. Timanus, Jr.

/s/ MICHAEL J. ZIMMERMAN          Director         December 12, 2006
------------------------
Michael J. Zimmerman


A majority of the Board of Directors

                                   8
<PAGE>

                             EXHIBIT INDEX

Exhibit Number   Name
--------------   ----
           5.1   Opinion  of  Orrick,  Herrington & Sutcliffe LLP.
          23.1   Consent of KPMG LLP.
          23.2   Consent  of  Orrick,  Herrington & Sutcliffe LLP
                 is  contained in Exhibit 5.1.
          24.1   Power  of  Attorney is  included  on signature
                 page of this Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "s8122006.txt", "secsgml_size_bytes": 23350}]
{"company-data": {"conformed-name": "FINANCIAL FEDERAL CORP", "cik": "0000854711", "assigned-sic": "6159", "irs-number": "880244792", "state-of-incorporation": "NV", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139318", "film-number": "061275151"}, "business-address": {"street1": "733 THIRD AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2125998000"}, "mail-address": {"street1": "733 THIRD AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
As filed with the Securities and Exchange Commission on December 13, 2006
                                                     Registration No. 333-
==========================================================================
                  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 or other jurisdiction       (IRS Employer Identification No.)
of incorporation or organization)

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

                       2006 Stock Incentive Plan
          Amended and Restated 2001 Management Incentive Plan
                       (Full title of the Plans)

                            Troy H. Geisser
                  Senior Vice President and Secretary
                     Financial Federal Corporation
                 733 Third Avenue, New York, NY  10017
                (Name and address of agent for service)

                            (212) 599-8000
     (Telephone number, including area code, of agent for service)

                               Copy to:
                        Jonathan M. Ocker, Esq.
                  Orrick, Herrington & Sutcliffe LLP
              405 Howard Street, San Francisco, CA 94105
                            (415) 773-5700

                    CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                       Proposed         Proposed
      Title of Securities            Amount            Maximum           Maximum
            to be                    to  be         Offering Price      Aggregate           Amount of
          Registered               Registered (1)     Per Share       Offering Price     Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock $0.50 par value per     2,500,000        $ 28.96 (2)     $ 72,400,000 (2)       $ 7,747
share (2006 Stock Incentive Plan)

Common Stock $0.50 par value per       750,890        $ 28.96 (2)     $ 21,745,774 (2)       $ 2,327
share (Amended and Restated 2001
Management Incentive Plan)

TOTAL:                               3,250,890                        $ 94,145,774           $10,074
---------------------------------------------------------------------------------------------------------
(1)  Pursuant  to Rule 416 under the Securities Act  of  1933  as
     amended,  this Registration Statement also covers additional
     securities that may be issued under the 2006 Stock Incentive
     Plan  or Amended and Restated 2001 Management Incentive Plan
     as  a  result  of stock splits, stock dividends  or  similar
     transactions.
(2)  Calculated  solely for purposes of this offering under  Rule
     457(h)  of  the Securities Act of 1933, as amended,  on  the
     basis  of  the average of the high ($29.13) and low ($28.78)
     prices  per  share  of  Common Stock  of  Financial  Federal
     Corporation  on December  12, 2006, as reported by  The  New
     York Stock Exchange.
PART I
         Information Required in the Section 10(a) Prospectus

Item 1.   Plan Information*
          ----------------

Item 2.   Registrant Information and Employee Plan Annual Information*
          -----------------------------------------------------------

*Information  required by Part I to be contained in the  Section  10(a)
prospectus  is  omitted from the Registration Statement  in  accordance
with the Note to Part I of Form S-8.

                                PART II

          Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

      The  following  documents  filed  by  the  Registrant  under  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),  with
the   Securities   and  Exchange  Commission  (the  "Commission")   are
incorporated herein by reference:

      a. The Registrant's Annual  Report filed  on October 11, 2006  on
         Form 10-K for the fiscal year ended July 31, 2006;

      b. All  reports  filed  by  the  Registrant pursuant  to  Section
         13(a) or 15(d) of the Exchange Act since July 31, 2006; and

      c. The  description of  the Registrant's  common stock  contained
         in  the Registrant's registration statement on Form 8-A  filed
         on  July 13, 1998, including any amendment or report filed for
         the purpose of updating such description.

      All  documents subsequently filed by the Registrant  pursuant  to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to  the
filing   of  a  post-effective  amendment  which  indicates  that   all
securities  offered have been sold or which deregisters all  securities
then  remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of
filing of such documents.

     Any  statement contained in a document incorporated  by  reference
herein  shall  be deemed to be modified or superseded for  purposes  of
this Registration Statement to the extent that a statement contained in
a  subsequently filed document which is also incorporated by  reference
herein modifies or supersedes such statement.

                                   2
Item 4.  Description of Securities
         -------------------------

    Not applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

    Not applicable.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

   Section   78.7502   of  the  Nevada  Revised  Statutes   permits   a
corporation  to  provide discretionary indemnification  to  any  person
against   any  threatened,  pending  or  completed  action,   suit   or
proceeding, except an action by or in the right of the corporation,  by
reason  of  the  fact  that such person is or was a director,  officer,
employee  or  agent,  or  is  or was serving  at  the  request  of  the
corporation  as  a  director, officer, employee  or  agent  of  another
corporation,  partnership,  joint venture, trust  or  other  enterprise
against  expenses,  including attorney's  fees,  judgments,  fines  and
amounts  paid in settlements, if such indemnified person acted in  good
faith and in a manner which such person reasonably believed to be in or
not  opposed to the best interest of the corporation, and, with respect
to  any  criminal  action  or proceeding, had no  reasonable  cause  to
believe such person's conduct was unlawful.

   With  respect to any threatened, pending or completed action or suit
by  or in the right of the corporation, Section 78.7502 also permits  a
corporation   to   provide   discretionary  indemnification   if   such
indemnified  person  acted in good faith and in  a  manner  which  such
person  reasonably  believed  to be in  or  not  opposed  to  the  best
interests  of  the corporation; provided, however, that indemnification
may  not  be  made for any claim, issue or matter as to  which  such  a
person  has  been adjudged by a court of competent jurisdiction,  after
exhaustion of all appeals therefrom, to be liable to the corporation or
for  amounts paid in settlement to the corporation, unless and only  to
the  extent  that the court in which the action or suit was brought  or
other court of competent jurisdiction determines otherwise in light  of
all the circumstances.

   Section  78.7502  provides  for  mandatory  indemnification  against
expenses,  including attorney's fees, actually and reasonably  incurred
by  such  indemnified  person in connection with the  defense,  to  the
extent that a director, officer, employee or agent of a corporation has
been  successful on the merits or otherwise in defense of  any  action,
suit  or proceeding referred to in the preceding two paragraphs, or  in
defense of any claim, issue or matter therein.

   Section  78.751 of the Nevada Revised Statutes permits a corporation
to  include in its articles of incorporation, bylaws, and/or agreements
between  the  corporation  and its directors,  officers,  employees  or
agents  provisions expanding the scope of indemnification  beyond  that
specifically provided by current law, except that unless ordered  by  a
court  or for the advancement of certain expenses, indemnification  may
not  be  made  to or on behalf of any director or officer  if  a  final
adjudication establishes that such person's acts or omissions  involved
intentional misconduct, fraud or a knowing violation of the law and was
material  to the cause of action. Section 78.752 of the Nevada  Revised

                                   3
Statutes  permits a corporation to purchase and maintain  insurance  or
make  other  financial arrangements on behalf of any  such  indemnified
persons.

   The  Ninth  and  Tenth  Articles of Financial Federal  Corporation's
Restated  Articles of Incorporation provide for the indemnification  of
directors  and  other persons to the fullest extent  permitted  by  the
General Corporation Law of Nevada.

   Article  V,  Section  5  of Financial Federal  Corporation's  Bylaws
provides that the Company shall indemnify to the full extent authorized
by  law  any person made or threatened to be made a party to an action,
suit   or  proceeding,  whether  criminal,  civil,  administrative   or
investigative, by reason of the fact that such person or such  person's
testator or intestate is or was a director, officer, employee or  agent
of  Financial Federal Corporation or is or was serving, at the  request
of  the  Company, as a director, officer, employee or agent of  another
corporation, partnership, joint venture, trust or other enterprise.

   Insofar  as  indemnification  for  liabilities  arising  under   the
Securities  Act  of  1933  as amended (the  "Securities  Act")  may  be
permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant  to the foregoing provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the Securities  and
Exchange  Commission such indemnification is against public  policy  as
expressed  in the Securities Act, and is, therefore, unenforceable.  In
the  event  that  a claim for indemnification against such  liabilities
(other  than  the payment by the Registrant of expenses incurred  by  a
director,  officer  or  controlling person of  the  Registrant  in  the
successful  defense of any action, suit or proceeding) is  asserted  by
such  director,  officer or controlling person in connection  with  the
securities being registered, the Registrant will, unless in the opinion
of  its  counsel the matter has been settled by controlling  precedent,
submit  to a court of appropriate jurisdiction the question of  whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication  of  such
issue.

   The  Registrant  has  also  entered  into  separate  indemnification
agreements  with  its  directors  and  officers,  in  addition  to  the
indemnification  provided for in the By-laws and Restated  Articles  of
Incorporation.  These agreements, among other things, provide that  the
Registrant  will indemnify, to the fullest extent permitted  by  Nevada
law,  its  directors  and  officers  for  certain  expenses,  including
attorneys'   fees,   judgments,  liabilities,  fines,   penalties   and
settlement amounts incurred by a director or executive officer  in  any
action  or proceeding arising out of such person's services as  one  of
its  directors or executive officers, or any of its subsidiaries or any
other  company or enterprise to which the person provides  services  at
the  Registrant's  request.  The   agreements  also  (i)  provide   for
indemnification rights  regarding  third-party  claims and  proceedings
brought by or in the right  of  the Company  (ii) provide for advancing
expenses incurred by the indemnitee for   any  covered  proceeding  and
(iii)  establish  procedures   and presumptions  to  determine  whether
the  indemnitee  is  entitled  to indemnification.

   The  Registrant's  officers and directors are covered  by  insurance
(with certain exceptions and limitations) that indemnifies them against
losses  for  which the Registrant grants them indemnification  and  for
which  they  become legally obligated to pay on account of claims  made

                                  4
against them for "wrongful acts" committed before or during the  policy
period.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

    Not applicable.

Item 8.  Exhibits
         --------

Exhibit Number   Name
--------------   ----
           5.1   Opinion of Orrick, Herrington & Sutcliffe LLP.
          23.1   Consent of KPMG LLP.
          23.2   Consent  of  Orrick, Herrington & Sutcliffe  LLP
                 is contained in Exhibit 5.1.
          24.1   Power of Attorney is included on signature  page
                 of this Registration Statement.

Item 9.  Undertakings
         ------------

     (a)  The undersigned Registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                (i)   to  include  any prospectus required  by  Section
10(a)(3) of the Securities Act;

                (ii)  to reflect in the prospectus any facts or  events
arising after the effective date of the Registration Statement (or  the
most recent post-effective amendment thereof) which, individually or in
the  aggregate,  represent a fundamental change in the information  set
forth  in  the Registration Statement.  Notwithstanding the  foregoing,
any increase or decrease in volume of securities offered (if the dollar
value of securities offered would not exceed that which was registered)
and  any  deviation  from the low or high end of the estimated  maximum
offering  range may be reflected in the form of prospectus  filed  with
the  Commission  pursuant  to Rule 424(b) if,  in  the  aggregate,  the
changes in volume and price represent no more than a 20% change in  the
maximum  aggregate  offering price set forth  in  the  "Calculation  of
Registration Fee" table in the effective Registration Statement;

                (iii)      to  include  any material  information  with
respect  to  the plan of distribution not previously disclosed  in  the
Registration  Statement or any material change to such  information  in
the Registration Statement;

provided, however, that:

                                    5
(A)  Paragraphs  (a)(1)(i) and (a)(1)(ii) above do  not  apply  if  the
Registration Statement is on Form S-8, and the information required  to
be  included  in  a  post-effective amendment by  those  paragraphs  is
contained in reports filed with or furnished to the Commission  by  the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange  Act
that are incorporated by reference in the Registration Statement; and

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply
if  the  Registration  Statement is on Form S-3 or  Form  F-3  and  the
information  required to be included in a post-effective  amendment  by
those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement,  or is contained in a form of prospectus filed  pursuant  to
Rule 424(b) that is part of the Registration Statement.

          (2)  That, for the purpose of determining any liability under
the  Securities Act, each such post-effective amendment shall be deemed
to  be  a new registration statement relating to the securities offered
therein,  and  the offering of such securities at that  time  shall  be
deemed to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

      (b)   The  undersigned  Registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,  each
filing  of the Registrant's annual report pursuant to Section 13(a)  or
Section  15(d) of the Exchange Act (and, where applicable, each  filing
of  an  employee benefit plan's annual report pursuant to Section 15(d)
of  the  Exchange  Act)  that  is  incorporated  by  reference  in  the
Registration  Statement  shall  be deemed  to  be  a  new  registration
statement relating to the securities offered therein, and the  offering
of  such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (c)  Insofar as indemnification for liabilities arising under the
Securities  Act may be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion  of  the
Commission  such indemnification is against public policy as  expressed
in  the Securities Act and is, therefore, unenforceable.  In the  event
that  a claim for indemnification against such liabilities (other  than
the  payment  by  the  Registrant of expenses incurred  or  paid  by  a
director,  officer  or  controlling person of  the  Registrant  in  the
successful  defense of any action, suit or proceeding) is  asserted  by
such  director,  officer or controlling person in connection  with  the
securities being registered, the Registrant will, unless in the opinion
of  its  counsel the matter has been settled by controlling  precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification  by  it is against public policy as  expressed  in  the
Securities Act and will be governed by the final adjudication  of  such
issue.

                                  6
SIGNATURES

      Pursuant  to the requirements of the Securities Act of  1933,  as
amended,  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 December 12, 2006.

                         FINANCIAL FEDERAL CORPORATION

                         By:  /s/ PAUL R. SINSHEIMER
                                  --------------------------------
                                  Paul R. Sinsheimer
                                  President and Chief Executive Officer

                           POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS:

           That  the  undersigned officers and directors  of  Financial
Federal  Corporation,  a Nevada corporation, do hereby  constitute  and
appoint  Paul  R. Sinsheimer and Troy H. Geisser, or any of  them,  the
lawful attorney-in-fact and agent with full power and authority  to  do
any  and  all  acts and things and to execute any and  all  instruments
which  said attorney and agent determines may be necessary or advisable
or  required  to enable said corporation to comply with the  Securities
Act  of  1933, as amended, and any rules or regulations or requirements
of  the  Securities  and Exchange Commission in  connection  with  this
Registration  Statement.   Without  limiting  the  generality  of   the
foregoing power and authority, the powers granted include the power and
authority  to sign the names of the undersigned officers and  directors
in  the  capacities indicated below to this Registration Statement,  to
any  and  all  amendments, both pre-effective and  post-effective,  and
supplements  to  this  Registration  Statement,  and  to  any  and  all
instruments or documents filed as part of or in conjunction  with  this
Registration Statement or amendments or supplements thereof,  and  each
of  the undersigned hereby ratifies and confirms all that said attorney
and agent shall do or cause to be done by virtue hereof.  This Power of
Attorney may be signed in several counterparts.

          IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                                     7
Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below  by  the  following
persons in the capacities and on the dates indicated.

        Signatures                  Title               Date
        ----------                  -----               ----

/s/ PAUL R. SINSHEIMER      President and Chief    December 12, 2006
------------------------    Executive Officer and
Paul R. Sinsheimer          Chairman of the Board
                            of Directors
                            (Principal Executive
                            Officer)

/s/ STEVEN F. GROTH         Senior Vice President  December 12, 2006
------------------------    and Chief Financial
Steven F. Groth             Officer (Principal
                            Financial Officer)

/s/ DAVID H. HAMM           Vice President,        December 12, 2006
------------------------    Treasurer and
David H. Hamm               Controller (Principal
                            Accounting Officer)

/s/ LAWRENCE B. FISHER            Director         December 12, 2006
------------------------
Lawrence B. Fisher

/s/ MICHAEL C. PALITZ             Director         December 12, 2006
------------------------
Michael C. Palitz

/s/ LEOPOLD SWERGOLD              Director         December 12, 2006
------------------------
Leopold Swergold

/s/ H. E. TIMANUS, JR.            Director         December 12, 2006
------------------------
H.E. Timanus, Jr.

/s/ MICHAEL J. ZIMMERMAN          Director         December 12, 2006
------------------------
Michael J. Zimmerman

A majority of the Board of Directors

                                   8
EXHIBIT INDEX

Exhibit Number   Name
--------------   ----
           5.1   Opinion  of  Orrick,  Herrington & Sutcliffe LLP.
          23.1   Consent of KPMG LLP.
          23.2   Consent  of  Orrick,  Herrington & Sutcliffe LLP
                 is  contained in Exhibit 5.1.
          24.1   Power  of  Attorney is  included  on signature
                 page of this Registration Statement.