UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (date of earliest event reported): November 30, 2004

                           MICROFINANCIAL INCORPORATED
             (Exact name of registrant as specified in its charter)

                                  MASSACHUSETTS
                 (State or other jurisdiction of incorporation)

                               1-14771 04-2962824
           (Commission file number) (IRS Employer Identification No.)

                       10-M Commerce Way, Woburn, MA 01801
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (781) 994-4800

                                       N/A
          (Former name or former address, if changed since last report)


         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[] Written communications  pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[] Pre-commencement  communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[] Pre-commencement  communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))







Item 1.01.  Entry into a Material Definitive Agreement.

         As previously reported,  on September 29, 2004, the Registrant issued a
warrant to purchase an aggregate  of 75,000  shares of the  Registrant's  common
stock at an exercise  price of $3.704 per share and  expiring on  September  28,
2011. The  Registrant  issued the warrant to  Stonebridge  Associates,  LLC, the
financial  advisor the Registrant  engaged to secure the  Registrant's new $30.0
million  credit line.  On November  30, 2004,  the  Registrant  and  Stonebridge
amended the warrant to permit cashless  exercise by Stonebridge upon exercise of
the  warrant.  The  amendment  to the  warrant is filed as Exhibit  10.1 to this
Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(c)  Exhibits

Exhibit           Exhibit Title

Exhibit 10.1      Amendment to Warrant Certificate







                                   Signatures

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934, as amended,  the  Registrant  has duly caused this report to the signed on
its behalf by the undersigned hereunto duly authorized.

Dated:  December 2, 2004

                          MICROFINANCIAL INCORPORATED
                          (Registrant)


                          By:       /s/ James Jackson
                             ---------------------------------------
                             Name:  James Jackson
                             Title:  Vice President and Chief Financial Officer