8-A12B

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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 1999

                                                 REGISTRATION NO:_____________

================================================================================
                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                ----------------
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           MICROFINANCIAL INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             MASSACHUSETTS                               04-2962824
             -------------                               ----------
(STATE OF INCORPORATION OR ORGANIZATION)       (IRS EMPLOYER IDENTIFICATION NO.)

                 950 WINTER STREET, WALTHAM, MASSACHUSETTS 02154
               ---------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

           TITLE OF EACH CLASS                   NAME OF EACH EXCHANGE ON WHICH
           TO BE SO REGISTERED                   EACH CLASS IS TO BE REGISTERED
           -------------------                   ------------------------------

             COMMON STOCK                           NEW YORK STOCK EXCHANGE
      $0.01 PAR VALUE PER SHARE

IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(b) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(c), CHECK THE FOLLOWING BOX [X]

IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(g) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(d), CHECK THE FOLLOWING BOX [ ]

SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:

No.: 333-56339 (IF APPLICABLE)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE
                                      ----

                                (TITLE OF CLASS)

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Item 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

     Information concerning the Registrant's Common Stock, $0.01 par value per
share (the "Common Stock"), is contained in the Registrant's Form S-1
Registration Statement, filed with the Securities and Exchange Commission (the
"Commission") on June 9, 1998 pursuant to the Securities Act of 1933, as amended
(the "Act"), Registration No.: 333-56339 (the "S-1 Registration Statement"), as
amended by (i) Amendment No. 1 to the S-1 Registration Statement, filed with the
Commission pursuant to the Act on August 3, 1998 ("Amendment No. 1 to Form
S-1"), and (ii) Amendment No. 2 to the S-1 Registration Statement, filed with
the Commission pursuant to the Act on January 11, 1999, and such information is
incorporated herein by reference.

Item 2. EXHIBITS

           1.   Specimen certificate representing the Common Stock.

           2.   Restated Articles of Organization of the Registrant, as
                amended. (Incorporated by reference to Exhibit 3.1 to
                Amendment No. 1 to Form S-1).

           3.   Bylaws of the Registrant. (Incorporated by reference to
                    Exhibit 3.2 to Amendment No. 1 to Form S-1).


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                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

January 20, 1999

                               MICROFINANCIAL INCORPORATED
                               REGISTRANT



                               BY: /s/ RICHARD F. LATOUR
                                  ------------------------------
                                  RICHARD F. LATOUR,
                                  EXECUTIVE VICE PRESIDENT, CHIEF 
                                  OPERATING OFFICER, CHIEF FINANCIAL 
                                  OFFICER, TREASURER AND SECRETARY

EX-99.1

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    TEMPORARY CERTIFICATE - EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE
                            WHEN READY FOR DELIVERY

         [Vignette showing a woman, keyboard, abacus and computer disc]


T                          MICROFINANCIAL INCORPORATED

        INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS


THIS CERTIFICATE IS TRANSFERABLE        COMMON STOCK         CUSIP 595072 10 9
 IN BOSTON, MA OR NEW YORK, NY
                                                              SEE REVERSE FOR 
                                                            CERTAIN DEFINITIONS



THIS CERTIFIES THAT





is the owner of


     FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF

========================= MICROFINANCIAL INCORPORATED===========================

(hereinafter called the "Company") transferable upon the books of the Company by
the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be subject to all provisions of the Articles of
Organization and By-Laws of the Company as from time to time amended (copies of
which are on file with the Company) to all of which the holder, by acceptance
hereof, assents. This certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.

     IN WITNESS WHEREOF, The Company has caused this certificate to be signed by
the facsimile signatures of its duly authorized officers and its facsimile
corporate seal to be hereunto affixed.



Dated:



/s/                                                    /s/ 

EXECUTIVE VICE PRESIDENT,      MICROFINANCIAL          PRESIDENT AND CHIEF 
CHIEF OPERATING OFFICER         INCORPORATED           EXECUTIVE OFFICER  
CHIEF FINANCIAL OFFICER,                
TREASURER AND SECRETARY         INCORPORATED 
                                   1987                
                               MASSACHUSETTS                                    
                                     *                 



COUNTERSIGNED AND REGISTERED
  STATE STREET BANK AND TRUST COMPANY
                          TRANSFER AGENT
                          AND REGISTERED


BY


                         AUTHORIZED SIGNATURE
   
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                           MICROFINANCIAL INCORPORATED

THE COMPANY HAS MORE THAN ONE CLASS OF STOCK AUTHORIZED TO BE ISSUED. THE 
COMPANY WILL FURNISH, WITHOUT CHARGE, TO THE HOLDER OF THIS CERTIFICATE UPON 
WRITTEN REQUEST A COPY OF THE FULL TEXT OF THE PREFERENCES, POWERS, 
QUALIFICATIONS AND RIGHTS OF THE SHARES OF EACH CLASS OF STOCK (AND ANY SERIES 
THEREOF) AUTHORIZED TO BE ISSUED BY THE COMPANY.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
                                            
TEN COM -as tenants in common              UNIF GIFT MIN ACT- ______ Custodian _______
TEN ENT -as tenants by the entireties                         (Cust)           (Minor)  
 JT TEN -as joint tenants with right of                                                             
         survivorship and not as tenants                      under Uniform Gifts to Minors         
         in common                                            Act_____________                      
                                                                    (State)                          





    Additional abbreviations may also be used though not in the above list.

   For Value Received, _________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE
______________________________________


______________________________________



________________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint

_______________________________________________________________________ Attorney
to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.

Dated _______________



  _____________________________________________________________________________
  NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
          WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
          ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.



Signature(s) Guaranteed: _____________________________________________________
                         THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
                         GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
                         AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
                         MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
                         MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.