<PAGE>

                                         Registration No. 333-____________
    As filed with the Securities and Exchange Commission on July 3, 2003
------------------------------------------------------------------------------

                       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.)

                                2200 Highway 121
                              Bedford, Texas 76021
                    (Address of Principal Executive Offices)


                         WARRANT ISSUED TO STEVEN FERRIS
                      PURSUANT TO WRITTEN COMPENSATION PLAN

                          WARRANT ISSUED TO BENITO ABAD
                      PURSUANT TO WRITTEN COMPENSATION PLAN
                            (Full title of the plan)



                                Joel San Antonio
                             Chief Executive Officer
                             Warrantech Corporation
                                2200 Highway 121
                              Bedford, Texas 76021
                                 (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       per share        offering price       registration
                                        (1) fee
<S>                                  <C>                  <C>                 <C>                  <C>
Common Stock ($.007 par value)       40,000(2)            $1.30(4)         $52,000.00(4)           $42.07(4)
Common Stock ($.007 par value)       10,000(3)            $0.64            $ 6,400.00              $ 5.18
Common Stock ($.007 par value)       30,000(3)            $1.30(4)         $39,000.00(4)           $31.55(4)
                                     ------                                ----------              ------
                          Total      80,000                                $97,400.00              $78.70
                                     ======                                ==========              ======


</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) Issuable pursuant to a written compensation plan with Steven Ferris dated as
of January 1, 2002  pursuant  to which Mr.  Ferris  was  granted a warrant  (the
"Ferris  Warrant") to purchase up to 40,000  shares of the  Registrant's  Common
Stock at a per share exercise price equal to the Average Daily Fair Market Value
of a share of Common Stock during the Quarter  ended on the  applicable  Vesting
Date, as such capitalized terms are defined in the Ferris Warrant.

(3) Issuable  pursuant to a written  compensation plan with Benito Abad dated as
of April 1, 2002  pursuant to which Mr.  Abad was  granted a warrant  (the "Abad
Warrant") to purchase up to 40,000 shares of the Registrant's  Common Stock at a
per share exercise price equal to the Average Daily Fair Market Value of a share
of Common Stock during the Quarter ended on the applicable Vesting Date, as such
capitalized terms are defined in the Abad Warrant.

(4) 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 July 1, 2003 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 the  holder of the  Warrant  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, 2002.

         (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.



<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
2220 Highway 121, Bedford,  Texas 76021 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>

         . 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.

         4.1      Warrant issued to Steven Ferris dated January 1, 2002.

         4.2      Warrant issued to Benito Abad dated April 1, 2002.

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


                                       3
<PAGE>

         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).

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 Bedford, Texas on July 3, 2003.

                                            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.


<TABLE>
<CAPTION>
         SIGNATURE                                  TITLE                                  DATE
         ---------                                  -----                                  ----

<S>                                         <C>                                         <C>
/s/ Joel San Antonio                        Chairman of the Board,                      July 3, 2003
-------------------------------
Joel San Antonio                            Chief Executive Officer
                                            and Director

/s/ Richard F. Gavino                       Executive Vice President,                   July 3, 2003
-------------------------------
Richard F. Gavino                           Chief Financial Officer
                                            and Treasurer
                                            (Principal Accounting
                                            and Financial Officer)


</TABLE>

                                       6
<PAGE>


<TABLE>
<CAPTION>

         SIGNATURE                                  TITLE                                  DATE
         ---------                                  -----                                  ----

<S>                                         <C>                                         <C>
/s/ William Tweed                           Vice Chairman                               July 3, 2003
-------------------------------
William Tweed                               and Director


/s/ Lawrence Richenstein                    Director                                    July 3, 2003
-------------------------------
Lawrence Richenstein


/s/ Gordon A. Paris                         Director                                    July 3, 2003
-------------------------------
Gordon A. Paris


/s/ Jeffrey J. White                        Director                                    July 3, 2003
-------------------------------
Jeffrey J. White


/s/ Ronald F. Glime                         Director                                    July 3, 2003
-------------------------------
Ronald F. Glime


/s/ Richard Rodriguez                       Director                                    July 3, 2003
-------------------------------
Richard Rodriguez

</TABLE>


                                       7

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
      EXHIBIT NUMBER                                      EXHIBIT                                     PAGE NUMBER
<S>        <C>              <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.

           4.1              Warrant issued to Steven Ferris dated January 1, 2002.                         9

           4.2              Warrant issued to Benito Abad dated April 1, 2002.                            20

           5.1              Opinion of Counsel as to Legality of Securities Being Registered.             31

           23.1             Consent of Independent Accountants.                                           33

           23.2             Consent of Counsel (Contained in Exhibit 5.1 hereto).                         35

           24.1             Power of Attorney (see page 6).                                               36

</TABLE>

                                       8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 24867}]
{"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": "333-106814", "film-number": "03775570"}, "business-address": {"street1": "2220 HIGHWAY 121", "street2": "SUITE 100", "city": "BEDFORD", "state": "TX", "zip": "76021", "phone": "-"}, "mail-address": {"street1": "2220 HIGHWAY 121", "street2": "SUITE 100", "city": "BEDFORD", "state": "TX", "zip": "76021"}}
Registration No. 333-____________
    As filed with the Securities and Exchange Commission on July 3, 2003
------------------------------------------------------------------------------

                       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.)

                                2200 Highway 121
                              Bedford, Texas 76021
                    (Address of Principal Executive Offices)

                         WARRANT ISSUED TO STEVEN FERRIS
                      PURSUANT TO WRITTEN COMPENSATION PLAN

                          WARRANT ISSUED TO BENITO ABAD
                      PURSUANT TO WRITTEN COMPENSATION PLAN
                            (Full title of the plan)

                                Joel San Antonio
                             Chief Executive Officer
                             Warrantech Corporation
                                2200 Highway 121
                              Bedford, Texas 76021
                                 (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       per share        offering price       registration
                                        (1) fee
Common Stock ($.007 par value)       40,000(2)            $1.30(4)         $52,000.00(4)           $42.07(4)
Common Stock ($.007 par value)       10,000(3)            $0.64            $ 6,400.00              $ 5.18
Common Stock ($.007 par value)       30,000(3)            $1.30(4)         $39,000.00(4)           $31.55(4)
                                     ------                                ----------              ------
                          Total      80,000                                $97,400.00              $78.70
                                     ======                                ==========              ======
(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) Issuable pursuant to a written compensation plan with Steven Ferris dated as
of January 1, 2002  pursuant  to which Mr.  Ferris  was  granted a warrant  (the
"Ferris  Warrant") to purchase up to 40,000  shares of the  Registrant's  Common
Stock at a per share exercise price equal to the Average Daily Fair Market Value
of a share of Common Stock during the Quarter  ended on the  applicable  Vesting
Date, as such capitalized terms are defined in the Ferris Warrant.

(3) Issuable  pursuant to a written  compensation plan with Benito Abad dated as
of April 1, 2002  pursuant to which Mr.  Abad was  granted a warrant  (the "Abad
Warrant") to purchase up to 40,000 shares of the Registrant's  Common Stock at a
per share exercise price equal to the Average Daily Fair Market Value of a share
of Common Stock during the Quarter ended on the applicable Vesting Date, as such
capitalized terms are defined in the Abad Warrant.

(4) 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 July 1, 2003 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 the  holder of the  Warrant  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, 2002.

         (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.
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
2220 Highway 121, Bedford,  Texas 76021 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
. 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.

         4.1      Warrant issued to Steven Ferris dated January 1, 2002.

         4.2      Warrant issued to Benito Abad dated April 1, 2002.

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

                                       3
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).

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 Bedford, Texas on July 3, 2003.

                                            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,                      July 3, 2003
-------------------------------
Joel San Antonio                            Chief Executive Officer
                                            and Director

/s/ Richard F. Gavino                       Executive Vice President,                   July 3, 2003
-------------------------------
Richard F. Gavino                           Chief Financial Officer
                                            and Treasurer
                                            (Principal Accounting
                                            and Financial Officer)
6
SIGNATURE                                  TITLE                                  DATE
         ---------                                  -----                                  ----
/s/ William Tweed                           Vice Chairman                               July 3, 2003
-------------------------------
William Tweed                               and Director

/s/ Lawrence Richenstein                    Director                                    July 3, 2003
-------------------------------
Lawrence Richenstein

/s/ Gordon A. Paris                         Director                                    July 3, 2003
-------------------------------
Gordon A. Paris

/s/ Jeffrey J. White                        Director                                    July 3, 2003
-------------------------------
Jeffrey J. White

/s/ Ronald F. Glime                         Director                                    July 3, 2003
-------------------------------
Ronald F. Glime

/s/ Richard Rodriguez                       Director                                    July 3, 2003
-------------------------------
Richard Rodriguez
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.

           4.1              Warrant issued to Steven Ferris dated January 1, 2002.                         9

           4.2              Warrant issued to Benito Abad dated April 1, 2002.                            20

           5.1              Opinion of Counsel as to Legality of Securities Being Registered.             31

           23.1             Consent of Independent Accountants.                                           33

           23.2             Consent of Counsel (Contained in Exhibit 5.1 hereto).                         35

           24.1             Power of Attorney (see page 6).                                               36
8