Filed Pursuant to Rule 424(B)(3)
                                          Registration Statement No. 333-116806

PROSPECTUS SUPPLEMENT NO. 3
(To Prospectus Dated August 13, 2004 as Amended November 10, 2004)



                         FINANCIAL FEDERAL CORPORATION 
                             
                                 $175,000,000

                  2.0% Convertible Senior Debentures Due 2034
     and Shares of Common Stock Issuable upon Conversion of the Debentures


     This Prospectus Supplement supplements information contained in the 
Prospectus dated August 13, 2004 as amended November 10, 2004 (the 
"Prospectus") and as supplemented by prospectus supplement No. 2 dated 
November 16, 2004 of Financial Federal Corporation relating to the potential 
sales of up to $175,000,000 aggregate principal amount of Debentures and the 
Conversion Shares by the Selling Securityholders.  This Prospectus Supplement 
is not complete without, and may not be delivered or utilized except in 
connection with, the Prospectus.  Capitalized terms used herein but not 
defined have the meanings assigned to such terms in the Prospectus.

     The table below sets forth updated information concerning beneficial 
ownership of the Debentures and supplements and amends the table appearing under
"Selling Securityholders" beginning on page 15 of the Prospectus.  To the extent
that a Selling Securityholder is listed in the table below and in the table in 
the Prospectus, the information set forth below regarding the Selling 
Securityholder supersedes the information in the Prospectus.  We have prepared 
this table based on information given to us by the Selling Securityholder(s) 
listed below prior to the date hereof.



                                                                                         
                                                                                           NUMBER OF 
                                                     PRINCIPAL AMOUNT   PERCENTAGE OF     CONVERSION    PERCENTAGE OF
                                                        OF DEBENTURES      DEBENTURES    SHARES THAT     COMMON STOCK
NAME                                                 THAT MAY BE SOLD     OUTSTANDING    MAY BE SOLD      OUTSTANDING
----                                                 ----------------   -------------    -----------    -------------
                                                                                            
JP Morgan Securities Inc .......................           $3,350,000           1.91%         75,970                *



 *  Less than 1%

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     INVESTING IN THE DEBENTURES INVOLVES RISKS.  SEE "RISK FACTORS" BEGINNING
ON PAGE 6 OF THE PROSPECTUS.

                             ---------------------

     We will not receive any of the proceeds from the sale of the Debentures or
the underlying shares of common stock by any of the Selling Securityholders.  
The Selling Securityholders may sell the Debentures or common stock either 
directly or through underwriters, broker-dealers or agents and in one or more
transactions at market prices prevailing at the time of sale or at negotiated
prices.

                             ---------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE
PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT IS ACCURATE OR ADEQUATE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


            The date of this Prospectus Supplement is November 17, 2004