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. 3)*
FINANCIAL FEDERAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
317492106
(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)
[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 6 Pages
SCHEDULE 13G
CUSIP No. 317492106 PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael C. 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 1,145,913
OF SHARES
BENEFICIALLY 6 SHARED VOTING POWER 525
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER 1,145,913
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 525
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,146,438
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 317492106 PAGE 3 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MCP, 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 908,480
OF SHARES
BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED
BY
EACH 7 SOLE DISPOSITIVE POWER 908,480
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 908,480
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES []
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
CUSIP No. 317492106 Page 4 of 6 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:
Michael C. Palitz 173 Riverside Drive
New York, NY 10024
MCP, INC. c/o Michael C. Palitz
173 Riverside Drive
New York, NY 10024
(c) Citizenship:
See Item 4 of Pages 2 and 3
(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]
SCHEDULE 13G
CUSIP No. 317492106 Page 5 of 6 Pages
Item 4 Ownership
(a) Amount Beneficially Owned
See Item 9 of Pages 2 and 3
(b) Percent of Class
See Item 11 of Pages 2 and 3
(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 and 3
(ii) shared power to vote or to direct the vote:
See Item 6 of Pages 2 and 3
(iii) sole power to dispose or to direct the disposition
of: See Item 7 of Pages 2 and 3
(iv) shared power to dispose or to direct the disposition
of: See Item 8 of Pages 2 and 3
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
SCHEDULE 13G
CUSIP No. 317492106 Page 6 of 6
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.
2/12/02
[Date]
/s/ Michael C. Palitz
[Signature]
Michael C. Palitz
[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).
MCP, INC.
By: /s/ Michael C. Palitz
Michael C. Palitz, President
By: /s/ Michael C. Palitz
Michael C. Palitz