UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.  595072 1 09

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Alexander Fleiss

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
970,095

6.

Shared Voting Power
NONE

7.

Sole Dispositive Power
589,195

8.

Shared Dispositive Power
380,900

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
970,095

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.36 %(1)

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
MicroFinancial Incorporated

(b)

Address of Issuer’s Principal Executive Offices
10 M Commerce Way

Woburn, MA 01801

Item 2.

(a)

Name of Person Filing
Alexander Fleiss

(b)

Address of Principal Business Office or, if none, Residence
1030 Fifth Avenue, Apartment 3W

New York, NY 10028-0136

(c)

Citizenship
United States of America

(d)

Title of Class of Securities
Common Stock, $0.01 par value

(e)

CUSIP Number
595072 1 09

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

970,095

Of such 970,095 shares of Common Stock, the reporting person is the (i) direct beneficial owner of 589,195 shares, and (ii) indirect beneficial owner of (x) 86,400 shares directly beneficially owned by Karen Fleiss, the reporting person’s mother, and (y) 294,500 shares directly beneficially owned by KMF Partners, of which Ms. Fleiss serves as general partner, pursuant to a power of attorney held by the reporting person with respect to such shares.

(b)

Percent of class:   

7.36%(2)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

970,095

(ii)

Shared power to vote or to direct the vote    

NONE

(iii)

Sole power to dispose or to direct the disposition of   

589,195

(iv)

Shared power to dispose or to direct the disposition of   

380,900

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The reporting person is the indirect beneficial owner of 86,400 shares of Common Stock directly beneficially owned by Karen Fleiss, the reporting person’s mother, and 294,500 shares of Common Stock directly beneficially owned by KMF Partners, pursuant to a power of attorney held by the reporting person with respect to such shares.  Ms. Fleiss and KMF Partners have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, their respective shares.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

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 acquired and are held in the ordinary course of business and 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.

Alexander Fleiss

Dated:

February 13, 2004

New York, New York

By:

/s/ Alexander Fleiss

Name: Alexander Fleiss