SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C. 20549-1004

                         --------------------
                               FORM 8-K

                            CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                     Date of Report: June 6, 2002


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



        Nevada                    1-12006                88-0244792
(State of incorporation)  (Commission file number)   (I.R.S.Employer
                                                    Identification No.)



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



                            (212) 599-8000
         (Registrant's telephone number, including area code)



Item 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
         ----------------------------------------------

           On  June  6 2002, the Board of Directors of  Financial
Federal  Corporation ("the Company"), upon the recommendation  of
the  Audit  Committee, dismissed Arthur Andersen LLP ("Andersen")
as  the Company's independent auditors and appointed KPMG LLP  as
the  Company's  independent auditors for the fiscal  year  ending
July 31, 2002.

          The change in independent auditors did not occur due to
any  existing or previous accounting disagreements with Andersen,
and  Andersen  has  expressed no disclaimer of  opinion,  adverse
opinion,  qualification or modification as to uncertainty,  audit
scope or accounting principles regarding the financial statements
of  the Company or the audit process, for the year ended July 31,
2001  or  any subsequent interim period preceding the  dismissal.
Neither   have   there  been  any  accounting  disagreements   or
reportable  events  within the meaning of  Item  304(a)(1)(v)  of
Regulation  S-K  for  those  periods.   The  Company's  financial
statements  for  the  year ended July 31, 2000  were  audited  by
Eisner & Lubin LLP.

           Andersen  has  stated in its letter addressed  to  the
Securities and Exchange Commission, attached as Exhibit 16.1, its
agreement with the statements made by the Company in Item 4.

          During the Company's two most recent fiscal years ended
July  31,  2001  and the subsequent interim period preceding  the
dismissal, the Company did not consult with KPMG regarding any of
the matters or events set forth in Item 304(a)(2)(i) and (ii)  of
Regulation S-K.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS
         ---------------------------------

    (C)  Exhibits:

      16.1  Letter from Arthur Andersen LLP to the Securities and
            Exchange  Commission dated June 6,  2002  pursuant to
            Item 304(a)(3) of Regulation S-K

      99    Press Release of Financial Federal Corporation  dated
            June 6, 2002


                          EXHIBIT INDEX


Exhibit No.   Description of Exhibit
-----------   ---------------------------------------------------
 16.1         Letter  from Arthur Andersen LLP  to the Securities
              and Exchange Commission dated June 6, 2002 pursuant
              to Item 304(a)(3) of Regulation S-K
 99           Press  Release  of  Financial  Federal  Corporation
              dated June 6, 2002

                                2


                            SIGNATURE


Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  Financial Federal Corporation has duly caused this  report
to  be  signed  on its behalf by the undersigned  thereunto  duly
authorized.


                                   FINANCIAL FEDERAL CORPORATION


                                   By:  /s/ Steven F. Groth
                                        -------------------------
                                        Senior Vice President and
                                        Chief Financial Officer
                                        (Principal Financial
                                        Officer)

June 6, 2002
------------
(Date)

                                 3