SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 5)*
FINANCIAL FEDERAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
317492106
(CUSIP Number)
APRIL 30, 1999
(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)
[X] Rule 13d-1(c)
[ ] 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 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 8 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 317492106 PAGE 2 OF 8 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 202,500
OF SHARES
BENEFICIALLY 6 SHARED VOTING POWER 416,922
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER 202,500
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 416,922
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
619,422
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 317492106 PAGE 3 OF 8 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 358,318
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 358,318
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
358,318
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 317492106 PAGE 4 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CYP TWO, 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 2,719
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 2,719
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,719
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 317492106 PAGE 5 OF 8 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 0
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 317492106 Page 6 of 8 Pages
Item 1 (a) Name of Issuer
FINANCIAL FEDERAL CORPORATION
(b) Address of Issuer's Principal Executive Offices
733 Third Avenue, 7th Floor, New York, NY 10017
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
CYP TWO, 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, 4 and 5
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number:
317492106
Item 3 If this statement is filed pursuant to Rule 13d-
1(c), check this box. [X]
<PAGE>
CUSIP No. 317492106 Page 7 of 8 Pages
Item 4 Ownership
(a) Amount Beneficially Owned
See Item 9 of Pages 2, 3, 4 and 5
(b) Percent of Class
See Item 11 of pages 2, 3, 4 and 5
(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, 4 and 5
(ii) shared power to vote or to direct the vote: See Item 6
of pages 2, 3, 4 and 5
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of pages 2, 3, 4 and 5
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of pages 2, 3, 4 and 5
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
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
<PAGE>
CUSIP No. 317492106 Page 8 of 8 Pages
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
_____________________________________________________________________
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.
5/11/99
[Date]
/s/ Clarence Y. Palitz, Jr.
[Signature]
Clarence Y. Palitz, Jr.
[Name, Title]
The undersigned hereby agree that for the Schedule 13G said schedule may be
filed on our behalf and included in the one filing of Schedule 13G, pursuant
to Rule 13d-1(k)(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
CYP TWO, Inc.
By: /s/ Clarence Y. Palitz, Jr.
Clarence Y. Palitz, Jr., President
By: /s/ Clarence Y. Palitz, Jr.
Clarence Y. Palitz, Jr.
