UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                 CURRENT REPORT

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


         Date of Report (date of earliest event reported): May 24, 2004
         --------------------------------------------------------------

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


                                  MASSACHUSETTS
                                  -------------
                 (State or other jurisdiction of incorporation)


                    1-14771                     04-2962824
                ----------------------------------------------------
          (Commission file number) (IRS Employer Identification Number)


                       10-M Commerce Way, Woburn, MA 01801
                       -----------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code: 781-994-4800
        ----------------------------------------------------------------


                                       N/A
                                       ---
          (Former name or former address, if changed since last report)








Item 4.  Change in Registrant's Certifying Accountants.

         (a) Previous independent accountants

         (i)  Effective   May  24,  2004,   MicroFinancial   Incorporated   (the
         "Registrant")  dismissed  Deloitte  & Touche  LLP  ("Deloitte")  as its
         independent accountants.

         (ii) The reports of Deloitte on the Registrant's  financial  statements
         for the fiscal  years ended  December 31, 2003 and 2002 did not contain
         an adverse  opinion or  disclaimer of opinion and were not qualified or
         modified as to uncertainty, audit scope or accounting principles.

         (iii) The Audit  Committee of the Board of Directors of the  Registrant
         approved the decision to change independent accountants.

         (iv) During the fiscal  years  ended  December  31, 2003 and 2002,  and
         through May 24, 2004, there were no disagreements  with Deloitte on any
         matter of  accounting  principles  or  practices,  financial  statement
         disclosure,  or auditing scope or procedure  which,  if not resolved to
         the  satisfaction  of  Deloitte,  would have  caused  Deloitte  to make
         reference to the subject matter of the  disagreement(s)  in its reports
         on the financial statements for such years.

         (v) During the fiscal  years  ended  December  31,  2003 and 2002,  and
         through May 24, 2004,  there were no  reportable  events (as defined in
         Item 304 (a)(1)(v) of Regulation S-K).

         (vi) The Registrant has provided a copy of the foregoing  disclosure to
         Deloitte  and has  requested  Deloitte  furnish the  Registrant  with a
         letter  addressed to the  Securities  and Exchange  Commission  stating
         whether  or not it  agrees  with the  above  statements.  A copy of the
         letter from  Deloitte  dated May 28,  2004 is filed as Exhibit  16.1 to
         this Form 8-K.

         (b) New independent accountants

         Effective May 24, 2004, the Registrant  engaged as its new  independent
         accountants Vitale,  Caturano & Co. ("Vitale").  The Registrant has not
         consulted  Vitale during the fiscal years ending  December 31, 2003 and
         2002,  or  through  May  24,  2004,  with  regard  to  either  (i)  the
         application of accounting principles to a specified transaction, either
         completed  or  proposed;  or the type of audit  opinion  that  might be
         rendered on the Registrant's  financial statements;  or (ii) any matter
         that was either the subject of a  disagreement  (as defined in Item 304
         (a)(i)(iv) of Regulation S-K) or a reportable event (as defined in Item
         304 (a)(1)(v) of Regulation S-K).

         Item 7. Financial Statements and Exhibits

         (c)  Exhibits

--------------------------------------------------------------------------------
           Exhibit                  Exhibit Title

           Exhibit 16.1             Letter from Deloitte & Touche LLP to the
                                    Securities  and Exchange  Commission
                                    dated May 28, 2004.







                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934,  as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                   MICROFINANCIAL INCORPORATED
                                   Registrant



                                   By: /s/ James Jackson
                                      -----------------------------------------
                                      James Jackson
                                      Vice President and Chief Financial Officer

Dated: May 28, 2004