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): January 28, 2005
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                           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 Number)


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


        Registrant's telephone number, including area code: 781-994-4800
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                                       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 8.01.        Other Events.
                  ------------

         On  January  28,  2005,  the  Registrant  announced  that its  Board of
Directors  has  declared a dividend  of $0.05 per common  share to be paid on or
before  February 15, 2005 to  stockholders of record at the close of business on
February 9, 2005. Pursuant to Form 8-K, General Instruction F, Registrant hereby
incorporates by reference the press release attached hereto as Exhibit 99.

Item 9.01.        Financial Statements and Exhibits.
                  ----------------------------------

           Exhibit                    Exhibit Title
           -------                    -------------

           Exhibit 99                 Press Release dated January 28, 2005


                                   SIGNATURES

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

                                  MICROFINANCIAL INCORPORATED
                                  Registrant



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

Dated: January 31, 2005