Registration Statement No. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           MICROFINANCIAL INCORPORATED
             (Exact name of registrant as specified in its charter)



              Massachusetts                          04-2962824
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                 Identification No.)



                                950 Winter Street
                                Waltham, MA 02451
                                 (781) 890-0177
               (Address, including zip code and telephone number,
        including area code, of registrant's principal executive offices)


             MicroFinancial Incorporated 1998 Equity Incentive Plan
                                       and
               MicroFinancial Incorporated 1987 Stock Option Plan
                            (Full title of the plans)


                               Peter B. Bleyleben
                      President and Chief Executive Officer
                           MicroFinancial Incorporated
                                950 Winter Street
                                Waltham, MA 02451
                                 (781) 890-0177
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                                 with a copy to:
                            Laura N. Wilkinson, Esq.
                              Edwards & Angell, LLP
                              2800 BankBoston Plaza
                              Providence, RI 02903
                                 (401) 274-9200

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE

------------------------------ ----------------- ------------------ ------------------- ------------
     Title of Each Class         Amount to be     Proposed maximum    Proposed maximum   Amount of
of Securities to be Registered    registered     offering price per  aggregate offering registration
                                                      unit (1)            price (1)         fee
------------------------------ ----------------- ------------------ ------------------- ------------
 <S>                            <C>               <C>                <C>                <C>      
 Class A Common Stock,          2,120,380 shares  $12.5625           $26,637,273        $7,405.16
 $.01 par value
------------------------------ ----------------- ------------------ ------------------- ------------
</TABLE>

(1)   These figures are estimates made solely for the purpose of calculating the
      registration fee pursuant to Rule 457 under the Securities Act of 1933, as
      amended.  The  registration  fee has been  calculated in  accordance  Rule
      457(h)  based  upon the  average  of the high and low prices for shares of
      MicroFinancial  Incorporated  on the New York Stock  Exchange on March 30,
      1999.


<PAGE>


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The   following   documents,   which   MicroFinancial   Incorporated   (the
"Registrant")  has  filed  with the  Securities  and  Exchange  Commission  (the
"Commission")  pursuant to the  Securities  Exchange Act of 1934 (the  "Exchange
Act"), are incorporated in this Registration Statement by reference:

     1. Annual Report on Form 10-K for the fiscal year ended December 31, 1998;

     2. The  description  of the  Registrant's  Common  Stock  contained  in the
     Registrant's  registration statement filed under Section 12 of the Exchange
     Act,  including any amendments or reports filed for the purpose of updating
     such description.

     All  documents  filed with the  Commission  by the  Registrant  pursuant to
Sections  13, 14 or 15(d) of the  Exchange  Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
hereto which  indicates  that all  securities  offered  hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  herein by reference and made a part hereof from the date of filing
of such documents.  Any statement contained in this Registration Statement or in
a document  incorporated or deemed to be 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  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


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 67 of Chapter 156B of the Massachusetts General Laws ("Section 67")
provides  that a  corporation  may  indemnify  its directors and officers to the
extent  specified in or authorized by (i) the articles of  organization,  (ii) a
by-law adopted by the stockholders,  or (iii) a vote adopted by the holders of a
majority of the shares of stock  entitled to vote on the election of  directors.
In all instances,  the extent to which a corporation provides indemnification to
its officers  and  directors  under  Section 67 is  optional.  The  Registrant's
by-laws provide that the Registrant  shall,  to the extent legally  permissible,
indemnify  any person  serving or who has served as a director or officer of the
corporation  against all  liabilities  and expenses,  including  amounts paid in
satisfaction of judgments, in compromise or as fines and penalties,  and counsel
fees,  reasonably  incurred by the  director or officer in  connection  with the
defense or disposition of any action, suit or other proceeding, whether civil or
criminal,  in which  he or she may be  involved  or with  which he or she may be
threatened,  while serving or thereafter, by reason of being or having been such
a director,  officer,  except  with  respect to any matter as to which he or she
shall have been adjudicated in any proceeding not to have acted in good faith in
the  reasonable  belief that his or her action was in the best  interests of the
Registrant; provided, however, that as to any matter disposed of by a compromise
payment by such  director or officer,  no  indemnification  for said  payment or
expenses  shall be provided  unless such  compromise  is approved as in the best
interests of the Registrant.  Expenses  reasonably incurred by any such director
or officer in  connection  with the defense or  disposition  of any such action,
suit or other  proceeding  may be paid  from time to time by the  Registrant  in
advance of final disposition.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit
Number     Description of Exhibit

5          Opinion of Edwards & Angell re:  legality

23.1       Consent of PricewaterhouseCoopers LLP

23.2       Consent of Edwards & Angell (included in Exhibit 5)

24         Power of Attorney (included on signature pages to this Registration
           Statement)



<PAGE>


Item 9.  Undertakings.

     (a) The 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 of 1933, as amended (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  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 this
     Registration Statement; and

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

          provided, however, that paragraphs (i) and (ii) shall not apply if the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  Registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in this Registration Statement;

          (2) 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  Registrant  hereby  further  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 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  Registrant's  bylaws,  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 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.

                                   SIGNATURES

    Pursuant to the  requirements of the Securities Act of 1933,  MicroFinancial
Incorporated  has duly caused this  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Waltham,
Commonwealth of Massachusetts, on this 7th day of April, 1999.

                                    MICROFINANCIAL INCORPORATED


                                    By /s/Peter R. Bleyleben
                                      ------------------------------------------
                                          Peter R. Bleyleben
                                          President, Chief Executive 
                                           Officer and Director


     Each person whose signature  appears below hereby  constitutes and appoints
the   President   and  Chief   Executive   Officer   as  his  true  and   lawful
attorney-in-fact,  with full power and  authority to execute in the name,  place
and  stead  of each  such  person  in any and all  capacities  and to  file,  an
amendment  or  amendments  to this  Registration  Statement  (and  all  exhibits
thereto) and any documents  relating  thereto,  which  amendments  may make such
changes in the Registration Statement as said officer so acting deems advisable.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on April 7, 1999.

         Signature                     Title


 /s/Peter R. Bleyleben           President, Chief Executive Officer and Director
    --------------------------
    Peter R. Bleyleben


 /s/Richard F. Latour            Executive Vice President, Chief Operating
    --------------------------     Officer and Chief Financial Officer
    Richard F. Latour


 /s/Brian E. Boyle               Director
    --------------------------
    Brian E. Boyle


 /s/Torrence C. Harder           Director
    --------------------------
    Torrence C. Harder



 /s/Jeffrey Parker               Director
    --------------------------
    Jeffrey Parker


 /s/Alan Zakon                   Director
    -------------------------- 
    Alan Zakon
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13673}]
{"company-data": {"conformed-name": "MICROFINANCIAL INC", "cik": "0000827230", "assigned-sic": "6159", "irs-number": "042962824", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75801", "film-number": "99588649"}, "business-address": {"street1": "950 WINTER STREET", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "7818900177"}, "mail-address": {"street1": "950 WINTER STREET", "city": "WALTHAM", "state": "MA", "zip": "02154"}, "former-company": {"former-conformed-name": "BOYLE LEASING TECHNOLOGIES INC", "date-changed": "19980605"}}
Registration Statement No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           MICROFINANCIAL INCORPORATED
             (Exact name of registrant as specified in its charter)

              Massachusetts                          04-2962824
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                 Identification No.)

                                950 Winter Street
                                Waltham, MA 02451
                                 (781) 890-0177
               (Address, including zip code and telephone number,
        including area code, of registrant's principal executive offices)

             MicroFinancial Incorporated 1998 Equity Incentive Plan
                                       and
               MicroFinancial Incorporated 1987 Stock Option Plan
                            (Full title of the plans)

                               Peter B. Bleyleben
                      President and Chief Executive Officer
                           MicroFinancial Incorporated
                                950 Winter Street
                                Waltham, MA 02451
                                 (781) 890-0177
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                                 with a copy to:
                            Laura N. Wilkinson, Esq.
                              Edwards & Angell, LLP
                              2800 BankBoston Plaza
                              Providence, RI 02903
                                 (401) 274-9200
CALCULATION OF REGISTRATION FEE

------------------------------ ----------------- ------------------ ------------------- ------------
     Title of Each Class         Amount to be     Proposed maximum    Proposed maximum   Amount of
of Securities to be Registered    registered     offering price per  aggregate offering registration
                                                      unit (1)            price (1)         fee
------------------------------ ----------------- ------------------ ------------------- ------------
Class A Common Stock,          2,120,380 shares  $12.5625           $26,637,273        $7,405.16
 $.01 par value
------------------------------ ----------------- ------------------ ------------------- ------------
(1)   These figures are estimates made solely for the purpose of calculating the
      registration fee pursuant to Rule 457 under the Securities Act of 1933, as
      amended.  The  registration  fee has been  calculated in  accordance  Rule
      457(h)  based  upon the  average  of the high and low prices for shares of
      MicroFinancial  Incorporated  on the New York Stock  Exchange on March 30,
      1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The   following   documents,   which   MicroFinancial   Incorporated   (the
"Registrant")  has  filed  with the  Securities  and  Exchange  Commission  (the
"Commission")  pursuant to the  Securities  Exchange Act of 1934 (the  "Exchange
Act"), are incorporated in this Registration Statement by reference:

     1. Annual Report on Form 10-K for the fiscal year ended December 31, 1998;

     2. The  description  of the  Registrant's  Common  Stock  contained  in the
     Registrant's  registration statement filed under Section 12 of the Exchange
     Act,  including any amendments or reports filed for the purpose of updating
     such description.

     All  documents  filed with the  Commission  by the  Registrant  pursuant to
Sections  13, 14 or 15(d) of the  Exchange  Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
hereto which  indicates  that all  securities  offered  hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  herein by reference and made a part hereof from the date of filing
of such documents.  Any statement contained in this Registration Statement or in
a document  incorporated or deemed to be 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  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

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 67 of Chapter 156B of the Massachusetts General Laws ("Section 67")
provides  that a  corporation  may  indemnify  its directors and officers to the
extent  specified in or authorized by (i) the articles of  organization,  (ii) a
by-law adopted by the stockholders,  or (iii) a vote adopted by the holders of a
majority of the shares of stock  entitled to vote on the election of  directors.
In all instances,  the extent to which a corporation provides indemnification to
its officers  and  directors  under  Section 67 is  optional.  The  Registrant's
by-laws provide that the Registrant  shall,  to the extent legally  permissible,
indemnify  any person  serving or who has served as a director or officer of the
corporation  against all  liabilities  and expenses,  including  amounts paid in
satisfaction of judgments, in compromise or as fines and penalties,  and counsel
fees,  reasonably  incurred by the  director or officer in  connection  with the
defense or disposition of any action, suit or other proceeding, whether civil or
criminal,  in which  he or she may be  involved  or with  which he or she may be
threatened,  while serving or thereafter, by reason of being or having been such
a director,  officer,  except  with  respect to any matter as to which he or she
shall have been adjudicated in any proceeding not to have acted in good faith in
the  reasonable  belief that his or her action was in the best  interests of the
Registrant; provided, however, that as to any matter disposed of by a compromise
payment by such  director or officer,  no  indemnification  for said  payment or
expenses  shall be provided  unless such  compromise  is approved as in the best
interests of the Registrant.  Expenses  reasonably incurred by any such director
or officer in  connection  with the defense or  disposition  of any such action,
suit or other  proceeding  may be paid  from time to time by the  Registrant  in
advance of final disposition.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit
Number     Description of Exhibit

5          Opinion of Edwards & Angell re:  legality

23.1       Consent of PricewaterhouseCoopers LLP

23.2       Consent of Edwards & Angell (included in Exhibit 5)

24         Power of Attorney (included on signature pages to this Registration
           Statement)
Item 9.  Undertakings.

     (a) The 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 of 1933, as amended (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  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 this
     Registration Statement; and

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

          provided, however, that paragraphs (i) and (ii) shall not apply if the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  Registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in this Registration Statement;

          (2) 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  Registrant  hereby  further  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 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  Registrant's  bylaws,  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 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.

                                   SIGNATURES

    Pursuant to the  requirements of the Securities Act of 1933,  MicroFinancial
Incorporated  has duly caused this  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Waltham,
Commonwealth of Massachusetts, on this 7th day of April, 1999.

                                    MICROFINANCIAL INCORPORATED

                                    By /s/Peter R. Bleyleben
                                      ------------------------------------------
                                          Peter R. Bleyleben
                                          President, Chief Executive 
                                           Officer and Director

     Each person whose signature  appears below hereby  constitutes and appoints
the   President   and  Chief   Executive   Officer   as  his  true  and   lawful
attorney-in-fact,  with full power and  authority to execute in the name,  place
and  stead  of each  such  person  in any and all  capacities  and to  file,  an
amendment  or  amendments  to this  Registration  Statement  (and  all  exhibits
thereto) and any documents  relating  thereto,  which  amendments  may make such
changes in the Registration Statement as said officer so acting deems advisable.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on April 7, 1999.

         Signature                     Title

 /s/Peter R. Bleyleben           President, Chief Executive Officer and Director
    --------------------------
    Peter R. Bleyleben

 /s/Richard F. Latour            Executive Vice President, Chief Operating
    --------------------------     Officer and Chief Financial Officer
    Richard F. Latour

 /s/Brian E. Boyle               Director
    --------------------------
    Brian E. Boyle

 /s/Torrence C. Harder           Director
    --------------------------
    Torrence C. Harder

 /s/Jeffrey Parker               Director
    --------------------------
    Jeffrey Parker

 /s/Alan Zakon                   Director
    -------------------------- 
    Alan Zakon