SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
FINANCIAL FEDERAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
317492106
(CUSIP Number)
_________________
_______________
*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 the disclosures provided
in a prior cover page.
The information required in 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).
Page 1 of 7 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 317492106 PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clarence Y. Palitz, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) []
(b) []
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER 5 SOLE VOTING POWER 230,625
OF SHARES
BENEFICIALLY 6 SHARED VOTING POWER 3,661,000
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER 230,625
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 3,661,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,891,625
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 317492106 PAGE 3 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CYP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) []
(b) []
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
NUMBER 5 SOLE VOTING POWER 0
OF SHARES
BENEFICIALLY 6 SHARED VOTING POWER 3,661,000
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 3,661,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,661,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 317492106 PAGE 4 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C.M.S. FAMILY ASSOCIATES LIMITED PARTNERSHIP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) []
(b) []
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
NUMBER 5 SOLE VOTING POWER 0
OF SHARES
BENEFICIALLY 6 SHARED VOTING POWER 3,632,875
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 3,632,875
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,632,875
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.7%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 317492106 Page 5 of 7 Pages
Item 1 (a) Name of Issuer
FINANCIAL FEDERAL CORPORATION
(b) Address of Issuer's Principal Executive Offices
400 Park Avenue, 8th Floor, New York, NY 10022
Item 2 (a) Name of Person Filing (b) Address of Principal Business
Office or, if none, Residence:
Clarence Y. Palitz, Jr. 25 Rutherford Road/P. O. Box I
Allamuchy, NJ 07820
CYP, INC. 25 Rutherford Road/P. O. Box I
Allamuchy, NJ 07820
C.M.S. Family Associates 25 Rutherford Road/P. O. Box I
Limited Partnership Allamuchy, NJ 07820
(c) Citizenship:
See Item 4 of Pages 2, 3 and 4
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number:
317492106
Item 3 If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
Not applicable.
<PAGE>
CUSIP No. 317492106 Page 6 of 7 Pages
Item 4 Ownership
(a) Amount Beneficially Owned
See Item 9 of pages 2, 3 and 4
(b) Percent of Class
See Item 11 of pages 2, 3 and 4
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See Item 5
of pages 2, 3 and 4
(ii) shared power to vote or to direct the vote: See Item 6
of pages 2, 3 and 4
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of pages 2, 3 and 4
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of pages 2, 3 and 4
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
The partners of C.M.S. Family Associates Limited Partnership
are, by attribution, Clarence, Michael and Suzanne Palitz.
Under certain circumstances the partners may receive ultimate
proceeds from the sale and/or dividends of securities.
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
<PAGE>
CUSIP No. 317492106 Page 7 of 7 Pages
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certification
Not Applicable
_____________________________________________________________________
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.
2/9/98
[Date]
/s/ Clarence Y. Palitz, Jr.
[Signature]
Clarence Y. Palitz, Jr.
[Name, Title]
The undersigned hereby agree that for the Schedule 13G for the
calendar year ended December 31, 1997 said schedule may be filed
on our behalf and included in the one filing of Schedule 13G,
pursuant to Rule 13d-1(f)(1).
C.M.S. Family Associates Limited Partership
By: /s/ Clarence Y. Palitz, Jr.
CYP, Inc., Managing General Partner
Clarence Y. Palitz, Jr., President
CYP, Inc.
By: /s/ Clarence Y. Palitz, Jr.
Clarence Y. Palitz, Jr., President
By: /s/ Clarence Y. Palitz, Jr.
Clarence Y. Palitz, Jr.
