U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                  (Check One):

[X] Form 10-K   [ ] Form 20-F   [ ] Form 11-K    [ ] Form 10-Q   [ ]  Form N-Sar

For Period Ended: December 31, 2002
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       [  ]      Transition Report on Form 10-K
       [  ]      Transition Report on Form 20-F
       [  ]      Transition Report on Form 11-K
       [  ]      Transition Report on Form 10-Q
       [  ]      Transition Report on Form N-SAR

       For the Transition Period Ended:
                                        ----------------------------------------

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       If the  notification  related to a portion of the filing  checked  above,
identify the Item(s) to which the notification relates: N/A
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Part I -- Registrant Information
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Full Name of Registrant:                         Microfinancial Incorporated
Former Name if Applicable:                       N/A
Address of Principal Executive Office:           10-M Commerce Way
                                                 Woburn, Massachusetts  01801
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Part II -- Rules 12b-25(b) and (c)
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The Registrant  seeks relief  pursuant to Rule  12b-25(b)  because the Form 10-K
could not be timely filed without unreasonable effort or expense. The Registrant
further represents that:

       [ X ] The  reasons  described  in Part  III of  this  form  could  not be
eliminated without unreasonable effort or expense;

       [ X ] The subject  annual  report on Form 10-K will be filed on or before
the fifteenth calendar day following the prescribed due date;

       [   ] The  accountant's statement  or  other  exhibit  required  by  Rule
12b-25(c) has been attached.

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Part III -- Narrative
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As a result of  unforeseen  delays in  connection  with the  preparation  of the
Registrant's annual financial  statements,  the Registrant is unable to file its
Annual Report on Form 10-K within the  prescribed  time period.  The  Registrant
cannot  eliminate  the reasons for its  inability to file the  foregoing  Report
without  unreasonable effort and/or expense.  The foregoing Report will be filed
no later than the fifteenth  calendar day following the  prescribed due date for
the Report.
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Part IV -- Other Information
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       (1) Name and  telephone  number of person  to  contact  in regard to this
notification

      Laura N. Wilkinson, Esq.               (401) 276-6607
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          (Name)                        (Area Code) (Telephone Number)

       (2)     Have all other  periodic  reports  required  under  section 13 or
               15(d) of the Securities Exchange Act of 1934 or section 30 of the
               Investment  Company Act of 1940 during the preceding 12 months or
               for such shorter  period that the registrant was required to file
               such report(s) been filed?

                                                      [ X ]  Yes        [  ]  No

       (3)     Is it  anticipated  that any  significant  change in  results  of
               operations from the corresponding period for the last fiscal year
               will be reflected by the  earnings  statements  to be included in
               the subject report or portion thereof?

                                                      [ X ]  Yes        [  ]  No

              As noted in the Registrant's  press release as filed on a Form 8-K
              dated March 10,  2003,  as a result of decreased  originations  in
              fiscal  2002,preliminary  revenues for the year ended December 31,
              2002 decreased 18.0% to $126.8 million  compared to $154.0 million
              during the same period in fiscal  2001.  The net loss for the year
              ending  December 31, 2002 was $22.1  million  versus net income of
              $16.3  million  for the  same  period  last  year.  Fully  diluted
              earnings per share for the year was a loss of $1.72 on  12,862,834
              shares.





       Microfinancial  Incorporated has caused this notification to be signed on
its behalf by the undersigned thereunto duly authorized.

                                                   MICROFINANCIAL INCORPORATED


Date:  March 31, 2003                              By: /s/ James R. Jackson, Jr.
                                                      --------------------------
                                                       James R. Jackson, Jr.
                                                       Chief Financial Officer