Registration No. 333-____________
      As filed with the Securities and Exchange Commission on May 16, 2002

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             WARRANTECH CORPORATION
             (Exact name of registrant as specified in its charter)

Delaware                                                     13-3178732
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                                150 Westpark Way
                               Euless, Texas 76040
                    (Address of Principal Executive Offices)

                    1998 Employee Incentive Stock Option Plan
                            (Full title of the plan)

                                Joel San Antonio
                             Chief Executive Officer
                             Warrantech Corporation
                                150 Westpark Way
                               Euless, Texas 76040
                                 (800) 544-9510
            (Name, address and telephone number of agent for service)

                                   Copies to:
                            Ralph A. Siciliano, Esq.
                    Tannenbaum Helpern Syracuse & Hirschtritt
                                900 Third Avenue
                            New York, New York 10022
                                 (212) 508-6700

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                       Proposed maximum        Proposed
      Title of securities              Shares           offering price     Maximum aggregate     Amount of
      to be registered           to be registered(1)      per share          offering price   registration fee
<S>                                 <C>                    <C>              <C>                   <C>
Common Stock ($.007 par value)        300,000(2)            N/A (2)              N/A(2)             N/A(2)
Common Stock ($.007 par value)      1,067,509(3)           $2.55(4)         $2,726,664.15(4)      $250.85(4)
Common Stock ($.007 par value)        274,478(3)           $0.67(5)         $  183,900.26(5)      $ 16.92(5)
                                    ---------                               -------------         -------
             Total                  1,641,987                               $2,910,564.41         $267.77
                                    =========                               =============         =======
</TABLE>

                                   ----------

(1) This registration statement also covers an indeterminate number of shares of
Warrantech Corporation (the "Registrant") common stock, par value $.007 per
share (the "Common Stock") that may be issuable by reason of stock splits, stock
dividends or other adjustment provisions of the respective plans in accordance
with Rule 416 under the Securities Act of 1933, as amended (the "Securities
Act").

(2) The Registrant's 1998 Employee Incentive Stock Option Plan (the "Stock
Option Plan") was adopted by the Company effective August 25, 1998. 1,041,987
shares of the Registrant's Common Stock were originally reserved for issuance
under the Stock Option Plan consisting of (x) 441,987 shares remaining available
for issuance under the Registrant's 1988 Employee Incentive Stock Option Plan
(collectively, the "Predecessor Plan Shares"), and (y) an additional 600,000
shares. The Registrant previously registered 300,000 shares of the Predecessor
Plan Shares on Form S-8 (Registration File No. 333-14379) filed with the
Securities and Exchange Commission (the "Commission") on October 17, 1996, as
amended by Post-Effective Amendment No. 1 on Form S-8 filed with the Commission
on May 15, 2002 and paid $568.48 upon the filing of said Registration Statement.

(3) On September 25, 2001, the Registrant's Stock Option Plan was amended to
reserve an additional 600,000 shares of Common Stock for issuance thereunder.
Accordingly, a total of 1,641,987 shares of Common Stock have been reserved for
issuance under the Registrant's Stock Option Plan. Options to purchase 1,067,509
shares of Common Stock have been granted and are outstanding under the Stock
Option Plan; 574,478 shares of Common Stock, including the Predecessor Plan
Shares, remain available for grant.

(4) Estimated in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the total registration fee. Computation based on the
weighted average exercise price (rounded to the nearest cent) at which the
options whose exercise will result in the issuance of the shares being
registered may be exercised.

(5) Estimated in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculation the total registration fee. Computation based upon
the average of the high and low prices of the Common Stock as reported on the
NASDAQ National Market System on May, 13, 2002 because the price at which the
options to be granted in the future may be exercised is not currently
determinable.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Pursuant to Rule 428(b)(1) promulgated under the Securities Act, the
information required by Item 1 and Item 2 of Part I is included in documents
sent or given to participants in the Warrantech Corporation 1998 Employee
Incentive Stock Option Plan (the "Plan") and is not being filed with, or
included in, this Form S-8 in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

      The following documents filed by the Registrant with the Commission are
hereby incorporated by reference:

      (a) The Registrant's latest Annual Report on Form 10-K for the fiscal year
ended March 31, 2001.

      (b) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report referred to
in (a) above.

      (c) The description of the Company's Common Stock that is contained in the
Registrant's Amendment No. 1 to its Registration Statement on Form 8-A filed on
February 25, 1985, pursuant to Section 12 of the Exchange Act; including any
amendments or reports for the purpose of updating such description.

      (d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference to this Registration Statement and to be part
hereof from the date of filing of such documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any subsequently
filed document which also is or is deemed to be incorporated by reference in
this Registration Statement modifies or supersedes that statement.


                                       1
<PAGE>

      The Registrant will provide without charge to each person who has received
a copy of any prospectus to which this Registration Statement relates, upon the
written or oral request of that person, a copy of any or all the documents that
have been or may be incorporated by reference into this Registration Statement,
other than exhibits to those documents, unless the exhibits are incorporated by
reference in those documents. Written requests for copies should be directed to
the Registrant's principal executive offices at 150 Westpark Way, Euless, Texas
76040, Attention: Joel San Antonio. Telephone requests for copies should be
directed to the Company's Chief Executive Officer at (800) 544-9510.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      Not Applicable.

Item 6. Indemnification of Directors and Officers.

      1. As permitted by Sections 102 and 145 of the Delaware General
Corporation Law (as amended, 1993), the Registrant's Certificate of
Incorporation eliminates a director's personal liability for monetary damages to
the Registrant and its stockholders arising from a breach of a director's
fiduciary duty except for liability under Section 174 of the Delaware General
Corporation Law, or liability for any breach of the director's duty of loyalty
to the Registrant or its stockholders, for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law or for any
transaction from which the director derived an improper personal benefit. The
effect of this provision in the Certificate of Incorporation is to eliminate the
rights of the Registrant and its stockholders (through stockholders' derivative
suits on behalf of the Registrant) to recover monetary damages against a
director for breach of fiduciary duty as a director (including breaches
resulting form negligent or grossly negligent behavior) except in the situations
described above.

      2. The Registrant's bylaws provide for the indemnification of officers,
directors and employees, and the Company has entered into an indemnification
agreement with each officer and director of the Registrant (an "Indemnitee").
Under the bylaws and such indemnification agreements, the Registrant must
indemnify an Indemnitee to the fullest extent permitted by Delaware law for
losses and expenses incurred in connection with actions in which the Indemnitee
is involved by reason of having been director or employee of the Registrant
(including attorney's fees). The Registrant is also obligated to advance
expenses an Indemnitee may incur in connection with such actions before any
resolution of the action, and the Indemnitee may sue to enforce his or her right
to indemnification or advancement of expenses.


                                       2
<PAGE>

      3. The Registrant presently maintains policies of insurance under which
its directors and officers of Registrant are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being, or having been, such
directors or officers.

      4. There is no litigation pending, and neither the Registrant nor any of
its directors know of any threatened litigation or proceeding which might result
in a claim for indemnification by any officer or director.

Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

     Number       Document
     ------       --------

     3.1          Certificate of Incorporation filed June 22, 1983. Incorporated
                  by reference to the Registrant's Registration Statement on
                  Form S-18, filed on November 23, 1983, Registration No.
                  2-88097-NY.

     3.2          Certificate of Amendment of Certificate of Incorporation filed
                  October 24, 1983. Incorporated by reference to the
                  Registrant's Registration Statement on Form S-18, filed on
                  November 23, 1983, Registration No. 2-88097-NY.

     3.3          Certificate of Amendment of Certificate of Incorporation dated
                  June 29, 1987. Incorporated by reference to the Registrant's
                  Form 8 Amendment to the Registrant's Annual Report on Form
                  10-K for the fiscal year ended March 31, 1987, file No.
                  0-13084.

     3.4          Certificate of Designation of the Registrant with respect to
                  the Preferred Stock as filed with the Secretary of State of
                  Delaware on October 12, 1993. Incorporated by reference to the
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended March 31, 1994, file No. 0-13084.

     3.5          By-Laws of the Registrant, as amended. Incorporated by
                  reference to the Registrant's Quarterly Report on Form 10-Q
                  for the fiscal quarter ended September 30, 1988, file No.
                  0-13084.

     4.3          1998 Employee Incentive Stock Option Plan, as amended.

     5.1          Opinion of Counsel as to Legality of Securities Being
                  Registered.

     23.1         Consent of Independent Accountants.

     23.2         Consent of Counsel (Contained in Exhibit 5.1 hereto).

     24.1         Power of Attorney (see page 6).


                                       3
<PAGE>

Item 9. Undertakings.

      A. The Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to

                  (a) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

                  (b) reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and

                  (c) include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.


                                       4
<PAGE>

      B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       5
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Euless, Texas on May 15, 2002.

                                        WARRANTECH CORPORATION


                                        By: /s/ Joel San Antonio
                                            ------------------------------------
                                            Joel San Antonio,
                                            Chairman of the Board and
                                            Chief Executive Officer

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes Joel San Antonio, William Tweed and Jeffrey J. White,
jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.

       Signature                         Title                          Date
       ---------                         -----                          ----


/s/ Joel San Antonio            Chairman of the Board,              May 15, 2002
----------------------------    Chief Executive Officer
Joel San Antonio                and Director


/s/ Richard F. Gavino           Executive Vice President,           May 15, 2002
----------------------------    Chief Financial Officer
Richard F. Gavino               and Treasurer
                                (Principal Accounting
                                and Financial Officer)


/s/ William Tweed               Vice Chairman                       May 15, 2002
----------------------------    and Director
William Tweed


                                       6
<PAGE>

       Signature                  Title                                 Date
       ---------                  -----                                 ----


/s/ Lawrence Richenstein        Director                            May 15, 2002
----------------------------
Lawrence Richenstein


/s/ Gordon A. Paris             Director                            May 15, 2002
----------------------------
Gordon A. Paris


/s/ Jeffrey J. White            Director                            May 15, 2002
----------------------------
Jeffrey J. White


/s/ Ronald Glime                Director                            May 15, 2002
----------------------------
Ronald Glime


                                       7
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number                                    Exhibit                                Page Number
--------------                                    -------                                -----------
<S>               <C>                                                                       <C>
     3.1          Certificate of Incorporation filed June 22, 1983. Incorporated by         _____
                  reference to the Registrant's Registration Statement on Form S-18,
                  filed on November 23, 1983, Registration No. 2-88097-NY.

     3.2          Certificate of Amendment of Certificate of Incorporation filed            _____
                  October 24, 1983.  Incorporated by reference to the Registrant's
                  Registration Statement on Form  S-18, filed on November 23, 1983,
                  Registration No. 2-88097-NY.

     3.3          Certificate of Amendment of Certificate of Incorporation dated June       _____
                  29, 1987.  Incorporated by reference to the Registrant's Form 8
                  Amendment to the Registrant's Annual Report on Form 10-K for the
                  fiscal year ended March 31, 1987, file No. 0-13084.

     3.4          Certificate of Designation of the Registrant with respect to the          _____
                  Preferred Stock as filed with the Secretary of State of Delaware on
                  October 12, 1993.  Incorporated by reference to the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended March 31,
                  1994, file No. 0-13084.

     3.5          By-Laws of the Registrant, as amended.  Incorporated by reference         _____
                  to the Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 1988, file No. 0-13084.

     4.3          1998 Employee Incentive Stock Option Plan, as amended.                      9

     5.1          Opinion of Counsel as to Legality of Securities Being Registered.          22

     23.1         Consent of Independent Accountants.                                        24

     23.2         Consent of Counsel (Contained in Exhibit 5.1 hereto).                      26

     24.1         Power of Attorney (see page 6).                                            27
</TABLE>


                                       8
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{"company-data": {"conformed-name": "WARRANTECH CORP", "cik": "0000735571", "assigned-sic": "7389", "irs-number": "133178732", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88412", "film-number": "02654318"}, "business-address": {"street1": "300 ATLANTIC ST", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2039751100"}, "mail-address": {"street1": "300 ATLANTIC STREET", "city": "STAMFORD", "state": "CT", "zip": "06901"}}
Registration No. 333-____________
      As filed with the Securities and Exchange Commission on May 16, 2002

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             WARRANTECH CORPORATION
             (Exact name of registrant as specified in its charter)

Delaware                                                     13-3178732
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                                150 Westpark Way
                               Euless, Texas 76040
                    (Address of Principal Executive Offices)

                    1998 Employee Incentive Stock Option Plan
                            (Full title of the plan)

                                Joel San Antonio
                             Chief Executive Officer
                             Warrantech Corporation
                                150 Westpark Way
                               Euless, Texas 76040
                                 (800) 544-9510
            (Name, address and telephone number of agent for service)

                                   Copies to:
                            Ralph A. Siciliano, Esq.
                    Tannenbaum Helpern Syracuse & Hirschtritt
                                900 Third Avenue
                            New York, New York 10022
                                 (212) 508-6700
CALCULATION OF REGISTRATION FEE
Proposed maximum        Proposed
      Title of securities              Shares           offering price     Maximum aggregate     Amount of
      to be registered           to be registered(1)      per share          offering price   registration fee
Common Stock ($.007 par value)        300,000(2)            N/A (2)              N/A(2)             N/A(2)
Common Stock ($.007 par value)      1,067,509(3)           $2.55(4)         $2,726,664.15(4)      $250.85(4)
Common Stock ($.007 par value)        274,478(3)           $0.67(5)         $  183,900.26(5)      $ 16.92(5)
                                    ---------                               -------------         -------
             Total                  1,641,987                               $2,910,564.41         $267.77
                                    =========                               =============         =======
----------

(1) This registration statement also covers an indeterminate number of shares of
Warrantech Corporation (the "Registrant") common stock, par value $.007 per
share (the "Common Stock") that may be issuable by reason of stock splits, stock
dividends or other adjustment provisions of the respective plans in accordance
with Rule 416 under the Securities Act of 1933, as amended (the "Securities
Act").

(2) The Registrant's 1998 Employee Incentive Stock Option Plan (the "Stock
Option Plan") was adopted by the Company effective August 25, 1998. 1,041,987
shares of the Registrant's Common Stock were originally reserved for issuance
under the Stock Option Plan consisting of (x) 441,987 shares remaining available
for issuance under the Registrant's 1988 Employee Incentive Stock Option Plan
(collectively, the "Predecessor Plan Shares"), and (y) an additional 600,000
shares. The Registrant previously registered 300,000 shares of the Predecessor
Plan Shares on Form S-8 (Registration File No. 333-14379) filed with the
Securities and Exchange Commission (the "Commission") on October 17, 1996, as
amended by Post-Effective Amendment No. 1 on Form S-8 filed with the Commission
on May 15, 2002 and paid $568.48 upon the filing of said Registration Statement.

(3) On September 25, 2001, the Registrant's Stock Option Plan was amended to
reserve an additional 600,000 shares of Common Stock for issuance thereunder.
Accordingly, a total of 1,641,987 shares of Common Stock have been reserved for
issuance under the Registrant's Stock Option Plan. Options to purchase 1,067,509
shares of Common Stock have been granted and are outstanding under the Stock
Option Plan; 574,478 shares of Common Stock, including the Predecessor Plan
Shares, remain available for grant.

(4) Estimated in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the total registration fee. Computation based on the
weighted average exercise price (rounded to the nearest cent) at which the
options whose exercise will result in the issuance of the shares being
registered may be exercised.

(5) Estimated in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculation the total registration fee. Computation based upon
the average of the high and low prices of the Common Stock as reported on the
NASDAQ National Market System on May, 13, 2002 because the price at which the
options to be granted in the future may be exercised is not currently
determinable.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Pursuant to Rule 428(b)(1) promulgated under the Securities Act, the
information required by Item 1 and Item 2 of Part I is included in documents
sent or given to participants in the Warrantech Corporation 1998 Employee
Incentive Stock Option Plan (the "Plan") and is not being filed with, or
included in, this Form S-8 in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

      The following documents filed by the Registrant with the Commission are
hereby incorporated by reference:

      (a) The Registrant's latest Annual Report on Form 10-K for the fiscal year
ended March 31, 2001.

      (b) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report referred to
in (a) above.

      (c) The description of the Company's Common Stock that is contained in the
Registrant's Amendment No. 1 to its Registration Statement on Form 8-A filed on
February 25, 1985, pursuant to Section 12 of the Exchange Act; including any
amendments or reports for the purpose of updating such description.

      (d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference to this Registration Statement and to be part
hereof from the date of filing of such documents.

      Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any subsequently
filed document which also is or is deemed to be incorporated by reference in
this Registration Statement modifies or supersedes that statement.

                                       1
The Registrant will provide without charge to each person who has received
a copy of any prospectus to which this Registration Statement relates, upon the
written or oral request of that person, a copy of any or all the documents that
have been or may be incorporated by reference into this Registration Statement,
other than exhibits to those documents, unless the exhibits are incorporated by
reference in those documents. Written requests for copies should be directed to
the Registrant's principal executive offices at 150 Westpark Way, Euless, Texas
76040, Attention: Joel San Antonio. Telephone requests for copies should be
directed to the Company's Chief Executive Officer at (800) 544-9510.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      Not Applicable.

Item 6. Indemnification of Directors and Officers.

      1. As permitted by Sections 102 and 145 of the Delaware General
Corporation Law (as amended, 1993), the Registrant's Certificate of
Incorporation eliminates a director's personal liability for monetary damages to
the Registrant and its stockholders arising from a breach of a director's
fiduciary duty except for liability under Section 174 of the Delaware General
Corporation Law, or liability for any breach of the director's duty of loyalty
to the Registrant or its stockholders, for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law or for any
transaction from which the director derived an improper personal benefit. The
effect of this provision in the Certificate of Incorporation is to eliminate the
rights of the Registrant and its stockholders (through stockholders' derivative
suits on behalf of the Registrant) to recover monetary damages against a
director for breach of fiduciary duty as a director (including breaches
resulting form negligent or grossly negligent behavior) except in the situations
described above.

      2. The Registrant's bylaws provide for the indemnification of officers,
directors and employees, and the Company has entered into an indemnification
agreement with each officer and director of the Registrant (an "Indemnitee").
Under the bylaws and such indemnification agreements, the Registrant must
indemnify an Indemnitee to the fullest extent permitted by Delaware law for
losses and expenses incurred in connection with actions in which the Indemnitee
is involved by reason of having been director or employee of the Registrant
(including attorney's fees). The Registrant is also obligated to advance
expenses an Indemnitee may incur in connection with such actions before any
resolution of the action, and the Indemnitee may sue to enforce his or her right
to indemnification or advancement of expenses.

                                       2
3. The Registrant presently maintains policies of insurance under which
its directors and officers of Registrant are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being, or having been, such
directors or officers.

      4. There is no litigation pending, and neither the Registrant nor any of
its directors know of any threatened litigation or proceeding which might result
in a claim for indemnification by any officer or director.

Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

     Number       Document
     ------       --------

     3.1          Certificate of Incorporation filed June 22, 1983. Incorporated
                  by reference to the Registrant's Registration Statement on
                  Form S-18, filed on November 23, 1983, Registration No.
                  2-88097-NY.

     3.2          Certificate of Amendment of Certificate of Incorporation filed
                  October 24, 1983. Incorporated by reference to the
                  Registrant's Registration Statement on Form S-18, filed on
                  November 23, 1983, Registration No. 2-88097-NY.

     3.3          Certificate of Amendment of Certificate of Incorporation dated
                  June 29, 1987. Incorporated by reference to the Registrant's
                  Form 8 Amendment to the Registrant's Annual Report on Form
                  10-K for the fiscal year ended March 31, 1987, file No.
                  0-13084.

     3.4          Certificate of Designation of the Registrant with respect to
                  the Preferred Stock as filed with the Secretary of State of
                  Delaware on October 12, 1993. Incorporated by reference to the
                  Registrant's Annual Report on Form 10-K for the fiscal year
                  ended March 31, 1994, file No. 0-13084.

     3.5          By-Laws of the Registrant, as amended. Incorporated by
                  reference to the Registrant's Quarterly Report on Form 10-Q
                  for the fiscal quarter ended September 30, 1988, file No.
                  0-13084.

     4.3          1998 Employee Incentive Stock Option Plan, as amended.

     5.1          Opinion of Counsel as to Legality of Securities Being
                  Registered.

     23.1         Consent of Independent Accountants.

     23.2         Consent of Counsel (Contained in Exhibit 5.1 hereto).

     24.1         Power of Attorney (see page 6).

                                       3
Item 9. Undertakings.

      A. The Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to

                  (a) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

                  (b) reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and

                  (c) include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                       4
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Euless, Texas on May 15, 2002.

                                        WARRANTECH CORPORATION

                                        By: /s/ Joel San Antonio
                                            ------------------------------------
                                            Joel San Antonio,
                                            Chairman of the Board and
                                            Chief Executive Officer

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes Joel San Antonio, William Tweed and Jeffrey J. White,
jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.

       Signature                         Title                          Date
       ---------                         -----                          ----

/s/ Joel San Antonio            Chairman of the Board,              May 15, 2002
----------------------------    Chief Executive Officer
Joel San Antonio                and Director

/s/ Richard F. Gavino           Executive Vice President,           May 15, 2002
----------------------------    Chief Financial Officer
Richard F. Gavino               and Treasurer
                                (Principal Accounting
                                and Financial Officer)

/s/ William Tweed               Vice Chairman                       May 15, 2002
----------------------------    and Director
William Tweed

                                       6
Signature                  Title                                 Date
       ---------                  -----                                 ----

/s/ Lawrence Richenstein        Director                            May 15, 2002
----------------------------
Lawrence Richenstein

/s/ Gordon A. Paris             Director                            May 15, 2002
----------------------------
Gordon A. Paris

/s/ Jeffrey J. White            Director                            May 15, 2002
----------------------------
Jeffrey J. White

/s/ Ronald Glime                Director                            May 15, 2002
----------------------------
Ronald Glime

                                       7
EXHIBIT INDEX
Exhibit Number                                    Exhibit                                Page Number
--------------                                    -------                                -----------
3.1          Certificate of Incorporation filed June 22, 1983. Incorporated by         _____
                  reference to the Registrant's Registration Statement on Form S-18,
                  filed on November 23, 1983, Registration No. 2-88097-NY.

     3.2          Certificate of Amendment of Certificate of Incorporation filed            _____
                  October 24, 1983.  Incorporated by reference to the Registrant's
                  Registration Statement on Form  S-18, filed on November 23, 1983,
                  Registration No. 2-88097-NY.

     3.3          Certificate of Amendment of Certificate of Incorporation dated June       _____
                  29, 1987.  Incorporated by reference to the Registrant's Form 8
                  Amendment to the Registrant's Annual Report on Form 10-K for the
                  fiscal year ended March 31, 1987, file No. 0-13084.

     3.4          Certificate of Designation of the Registrant with respect to the          _____
                  Preferred Stock as filed with the Secretary of State of Delaware on
                  October 12, 1993.  Incorporated by reference to the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended March 31,
                  1994, file No. 0-13084.

     3.5          By-Laws of the Registrant, as amended.  Incorporated by reference         _____
                  to the Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 30, 1988, file No. 0-13084.

     4.3          1998 Employee Incentive Stock Option Plan, as amended.                      9

     5.1          Opinion of Counsel as to Legality of Securities Being Registered.          22

     23.1         Consent of Independent Accountants.                                        24

     23.2         Consent of Counsel (Contained in Exhibit 5.1 hereto).                      26

     24.1         Power of Attorney (see page 6).                                            27
8