Washington, DC  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) April 8,

                   NICHOLAS FINANCIAL, INC.
    (Exact name of registrant as specified in its Charter)

   British Columbia, Canada        0-26680         8736-3354
(State or Other Jurisdiction of  (Commission  (I.R.S. Employer
 Incorporation or Organization)  File Number) Identification No.)

  2454 McMullen Booth Road, Building C
    Clearwater, Florida                              33759
  (Address of Principal Executive Offices)        (Zip Code)

                        (727) 726-0763
     (Registrant's telephone number, Including area code)

                        Not applicable
    (Former name, former address and former fiscal year, if
                 changed since last report)

PAGE <2>

Item 5.     Other Events

     On  April 8, 2004, the defendant in a deficiency action
brought  by  Nicholas Financial, Inc. (the "Company")  under
the  Ohio  Uniform Commercial Code, filed a counterclaim  in
Cleveland Municipal Court, Cuyahoga County, Ohio, on  behalf
of  a  putative  class  of all persons who  purchased  motor
vehicles  pursuant  to retail installment  sales  agreements
later  assigned  to the Company, which motor  vehicles  were
subsequently  repossessed in Ohio  by  the  Company  or  its
agents  (Nicholas Financial, Inc. v. Sanborn, Case No.  2004
CVI  6969).   The defendant counter-plaintiff's counterclaim
alleges,  among other things, that the Company violated  the
Ohio   Retail  Installment  Sales  Act,  the  Ohio   Uniform
Commercial  Code and the Ohio Consumer Sales  Practices  Act
by:   failing to provide members of the putative class  with
accurate   disclosures  of  their  statutory   rights   upon
repossession;  unilaterally abrogating those rights  in  our
repossession    procedures;   and   improperly    collecting
deficiencies  from  members  of  the  putative  class.   The
counterclaim  seeks  compensatory,  statutory  and  punitive
damages (including compensatory damages of at least $500,000
pursuant  to  one  alleged  cause of  action),  pre-judgment
interest  and  attorney's  fees and  expenses,  as  well  as
injunctive   and   other  equitable  relief,   including   a
restitution remedy.

     The  Company believes the material allegations  of  the
counterclaim are substantially without merit and  intend  to
vigorously  defend the counterclaim.  No assurances  can  be
given,   however,  with  respect  to  the  outcome  of   the
counterclaim,  and an adverse result could have  a  material
adverse effect on the Company's financial condition.



   Pursuant  to the requirements of the Securities  Exchange
Act  of 1934, the Registrant has duly caused this Report  to
be  signed  on its behalf by the undersigned, hereunto  duly

                  NICHOLAS FINANCIAL, INC.

  Date: April 26, 2004          /s/ Peter L. Vosotas
                                Peter L. Vosotas
                                Chairman, President,
                                Chief Executive Officer
                                (Principal Executive Officer)

    Date: April 26, 2004       /s/ Ralph T. Finkenbrink
                               Ralph T. Finkenbrink
                               (Principal Financial
                                Officer and Accounting