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. 7)*
FINANCIAL FEDERAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
317492106
(CUSIP Number)
DECEMBER 31, 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 4 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 317492106 PAGE 2 OF 4 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernard G. Palitz
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 1,372,598
OF SHARES
BENEFICIALLY 6 SHARED VOTING POWER 159,375
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER 1,372,598
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 159,375
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,531,973
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 317492106 Page 3 of 4 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
Bernard G. Palitz
(b) Address of Principal Business Office or, if none,
Residence:
c/o Gregory Capital Corporation,
445 Park Ave. New York, NY 10022
(c) Citizenship:
United States of America
(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.
Item 4 Ownership
(a) Amount Beneficially Owned
1,531,973
(b) Percent of Class
10.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 1,372,598
CUSIP No. 317492106 Page 4 of 4 Pages
<PAGE>
(ii) shared power to vote or to direct the vote: 159,375
(iii) sole power to dispose or to direct the disposition
of: 1,372,598
(iv) shared power to dispose or to direct the disposition
of: 159,375
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 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.
2/8/00
[Date]
/s/ Bernard G. Palitz
[Signature]
Bernard G. Palitz
[Name, Title]
