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 & Leasecomm Corporation 401(k) Retirement Plan
                            (Full title of the plan)


                               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 (2)        |      price (2)     |       fee
------------------------------------|--------------------|----------------------|--------------------|-----------------
<S>                                 |  <C>               |        <C>           |        <C>         |      <C>
    Class A Common Stock,           |  100,000 shares(1) |      $16.6250        |     $1,662,500     |      $462.00
    $.01 par value                  |                    |                      |                    |
====================================|====================|======================|====================|=================
</TABLE>

(1)   Pursuant  to  Rule  416(c)  under  the  Securities   Act  of  1933,   this
      Registration Statement also covers an indeterminate amount of interests to
      be offered or sold pursuant to the employee benefit plan described herein.

(2)   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 April 20,
      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; and

     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.


<PAGE>

Item 7. Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

Exhibit
Number              Description of Exhibit

5.1                 Opinion of Edwards & Angell, LLP re: legality

5.2                 Copy of the Internal  Revenue Service  determination  letter
                    that the plan is qualified under Section 401 of the Internal
                    Revenue Code.

23.1                Consent of PricewaterhouseCoopers LLP

23.2                Consent of Edwards & Angell, LLP (included in Exhibit 5.1)

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

99.1                MicroFinancial  Incorporated & Leasecomm  Corporation 401(k)
                    Retirement Plan

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.

<PAGE>


                                   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": 14787}]
{"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": "333-77211", "film-number": "99603127"}, "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 & Leasecomm Corporation 401(k) Retirement Plan
                            (Full title of the plan)

                               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 (2)        |      price (2)     |       fee
------------------------------------|--------------------|----------------------|--------------------|-----------------
|
|
|
|
Class A Common Stock,           |  100,000 shares(1) |      $16.6250        |     $1,662,500     |      $462.00
    $.01 par value                  |                    |                      |                    |
====================================|====================|======================|====================|=================
(1)   Pursuant  to  Rule  416(c)  under  the  Securities   Act  of  1933,   this
      Registration Statement also covers an indeterminate amount of interests to
      be offered or sold pursuant to the employee benefit plan described herein.

(2)   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 April 20,
      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; and

     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

5.1                 Opinion of Edwards & Angell, LLP re: legality

5.2                 Copy of the Internal  Revenue Service  determination  letter
                    that the plan is qualified under Section 401 of the Internal
                    Revenue Code.

23.1                Consent of PricewaterhouseCoopers LLP

23.2                Consent of Edwards & Angell, LLP (included in Exhibit 5.1)

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

99.1                MicroFinancial  Incorporated & Leasecomm  Corporation 401(k)
                    Retirement Plan

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