SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 2)


                           MicroFinancial Incorporated
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)


                                   595072 1 09
                                 (CUSIP Number)


                                December 31, 2001
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

             [_]  Rule 13d-1(b)

             [_]  Rule 13d-1(c)

             [X]  Rule 13d-1(d)

       * The remainder of this cover page shall be filled out for a reporting
       person's initial filing on this form with respect to the subject class of
       securities, and for any subsequent amendment containing information which
       would alter disclosures provided in a prior cover page.

       The information required on the remainder of this cover page shall not be
       deemed to be "filed" for the purpose of Section 18 of the Securities
       Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities
       of that section of the Act, but shall be subject to all other provisions
       of the Act (however, see the Notes).







CUSIP No. 595072 1 09        13G                         Page 2    of 5   Pages

1.   NAME OF  REPORTING  PERSONS/I.R.S.  IDENTIFICATION  NOS. OF  ABOVE  PERSONS
     (ENTITIES ONLY)


Brian E. Boyle
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                               (a)  [_] (b)  [_]
Not Applicable.
3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION


United States of America.
--------------------------
NUMBER OF         5.     SOLE VOTING POWER

SHARES                    1,505,700
                          ---------

BENEFICIALLY      6.     SHARED VOTING POWER

OWNED BY                 None

EACH              7.     SOLE DISPOSITIVE POWER

REPORTING                 1,505,700
                          ---------

PERSON            8.     SHARED DISPOSITIVE POWER

WITH                     None
                         ----

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        1,505,700
        ---------

10.  CHECK IF THE AGGREGATE  AMOUNT IN ROW (9) EXCLUDES  CERTAIN SHARES [-]
     SEE INSTRUCTIONS)

        Not Applicable.
        ---------------

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


        Approximately 11.7% (1)
        -----------------------

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


        IN
        ---

(1) Based on 12,891,946 shares of MicroFinancial Incorporated's Common Stock
outstanding as of the report filed on Form 10-Q on November 14, 2001.





CUSIP No. 595072 1 09         13G                         Page 3    of 5   Pages

Item 1(a).  Name of Issuer:


                           MicroFinancial Incorporated
                           ---------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:


                 950 Winter Street, Waltham, Massachusetts 02454
                ------------------------------------------------

Item 2(a).  Name of Person Filing:


                                 Brian E. Boyle
                                ----------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:


                 950 Winter Street, Waltham, Massachusetts 02454
                --------------------------------------------------

Item 2(c).  Citizenship:


                            United States of America
                            ------------------------

Item 2(d).  Title of Class of Securities:


                                  Common Stock
                                ---------------

Item 2(e).  CUSIP Number:


                                   595072 1 09
                                   -----------

Item 3.        If this Statement is filed pursuant to Rule 13d-1(b), or
               13d-2(b) or (c), check whether the person filing is a:

       (a)  [_]  Broker or dealer registered under Section 15 of the Exchange
                 Act.

       (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act.

       (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the
                 Exchange Act.

       (d)  [_]  Investment  company  registered under Section 8 of the
                 Investment Company Act.

       (e)  [_]  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)
                 (E);

       (f) [_]   An employee benefit plan or endowment fund in accordance with
                 Rule 13d-1(b)(1)(ii)(F).

       (g) [_]   A parent holding company or control person in accordance with
                 Rule 13d-1(b)(1)(ii)(G).

       (h) [_]   A savings association as defined in Section 3(b) of the Federal
                 Deposit Insurance Act.

       (i) [_]   A church plan that is excluded from the definition of an
                 investment company under Section 3(c)(14) of the Investment
                 Company Act.

       (j)  [_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

       Not Applicable.




CUSIP No. 595072 1 09         13G                         Page 4    of 5   Pages

Item 4.    Ownership.

       (a)  Amount beneficially owned:    1,505,700

       Of such 1,505,700 shares of Common Stock the reporting person is the
       direct beneficial owner of (i) 1,401,700 shares of Common Stock; (ii)
       55,000 shares of Common Stock issuable upon the exercise of options which
       shall have vested by February 25, 2002; and (iii) 49,000 shares of Common
       Stock owned by the Brian E. Boyle Charitable Foundation of which he is
       sole trustee.

       (b)  Percent of class:    Approximately 11.7% (2)

       (c)  Number of shares as to which such person has:

       (i)   Sole power to vote or to direct the vote:      1,505,700

       (ii)  Shared power to vote or to direct the vote:    None

       (iii) Sole power to dispose or to direct the disposition of:   1,505,700

       (iv)  Shared power to dispose or to direct the disposition of: None

Item 5.  Ownership of Five Percent or Less of a Class.


Not Applicable.
---------------

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.


Not Applicable.
---------------

Item 7.  Identification  and  Classification of the Subsidiary Which Acquired
         the Security Being Reported on by the
         Parent Holding Company.


Not Applicable.
---------------

Item 8.  Identification and Classification of Members of the Group.


Not Applicable.
---------------

Item 9.  Notice of Dissolution of Group.


Not Applicable.
----------------

Item 10.  Certifications.


Not Applicable.
---------------

(2) Based on 12,891,946 shares of MicroFinancial Incorporated's Common Stock
outstanding as of the report filed on Form 10-Q on November 14, 2001.





CUSIP No. 595072 1 09         13G                         Page 5    of 5   Pages

                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                February 13, 2002
                                -----------------
                                     (Date)



                                /s/Brian E. Boyle
                               -------------------
                                Name:
                                Title:


                       Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).