<PAGE>



                        As filed with the
                Securities and Exchange Commission
                       on October 17, 1996
                                                        Registration No. 33-


                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)

<TABLE>

<S>                               <C>                                                          <C>

Delaware                           300 Atlantic Street, Stamford, Connecticut 06901                  13-3178732
(State or other jurisdiction           (Address of Principal Executive Offices)                 (I.R.S. Employer 
of incorporation or organization)                                                                Identification No.)

</TABLE>

            1988 EMPLOYEE INCENTIVE STOCK OPTION PLAN
       1996 SHORT TERM INCENTIVE COMPENSATION BONUS PROGRAM
                     (Full title of the plan)

    OPTIONS GRANTED UNDER WRITTEN COMPENSATION CONTRACT WITH:

                   ROBERT M. COHEN & CO., INC.


                         Joel San Antonio
                     Chief Executive Officer
                     Warrantech Corporation 
                       300 Atlantic Street
                   Stamford, Connecticut 06901
                          (203) 975-1100
    (Name, address and telephone number of agent for service)
                                 
                            Copies to:
                     Ralph A. Siciliano, Esq.
       Newman Tannenbaum Helpern Syracuse & Hirschtritt LLP
                         900 Third Avenue
                     New York, New York 10022
                          (212) 826-0800

                                           Page 1 of 40
                        Exhibit Index appears on page 9

<PAGE>


                           
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


TITLE OF SECURITIES TO BE                 SHARES                       PROPOSED                    PROPOSED              AMOUNT OF
      REGISTERED                           TO BE                        MAXIMUM                MAXIMUM AGGREGATE       REGISTRATION
                                         REGISTERED                OFFERING PRICE PER            OFFERING PRICE            FEE
                                                                         SHARE                            
                                                1988 EMPLOYEE STOCK OPTION PLAN SHARES

<S>                                      <C>                       <C>                         <C>                     <C>


Common Stock 
($.007 par value)                          300,000(1)               $9.38(2)                    $2,813,250             $852.50

                                      1996 SHORT TERM INCENTIVE COMPENSATION BONUS PROGRAM SHARES

Common Stock
($.007 par value)                          200,000(3)               $9.38(4)                    $1,876,000              $568.48 

                                       SHARES ISSUABLE PURSUANT TO WRITTEN COMPENSATION CONTRACT 


Common Stock
($.007 par value)                           50,000(5)                $5.00(6)                    $250,000                $75.76


TOTAL                                      550,000                      __                     $4,939,250             $1,496.74

</TABLE>

                                                  --------------------------

(1)  Shares issuable under the 1988 Employee Stock Option Plan.

(2)  Estimated in accordance with Rule 457(h) under the Securities Act of 
1933 solely for the purpose of calculating 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 October 14, 1996 
because the price at which the options to be granted in the future may be 
exercised is not currently determinable.

(3)  Shares issuable under the 1996 Short Term Incentive Compensation Bonus 
Program.

(4)  Estimated in accordance with Rule 457(h) under the Securities Act of 
1933 solely for the purpose of calculating 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 October 14, 1996 
because the price at which shares will be awarded under the Bonus Program in 
the future is not currently determinable.

(5)  Shares issuable pursuant to Robert M. Cohen & Co., Inc. Written 
Compensation Contract.

(6)  Based on the exercise price at which the options whose exercise will 
result in the issuance of the shares being registered may be exercised.

                                     (i)

<PAGE>
                            
                             PART I 

       INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

    Pursuant to Rule 428(b)(1), the information required by Item 1 and Item 2 
of Part I is included in documents sent or given to: (a) participants in the 
Warrantech Corporation 1988 Employee Incentive Stock Option Plan (the 
"Plan"); (b) participants in the Warrantech Corporation 1996 Short Term 
Incentive Compensation Bonus Program (the "Bonus Program"); and (c) Robert M. 
Cohen & Co., Inc. pursuant to its written compensation contract with the 
Registrant, pursuant to which options have been issued whose exercise will 
result in the issuance of the shares being registered pursuant to this 
Registration Statement.  

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents filed by Warrantech Corporation (the 
"Registrant") with the Securities and Exchange Commission are hereby 
incorporated by reference:

    (a) The Registrant's latest annual report on Form 10-K for the fiscal 
year ended March 31, 1996.

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

    (c)  Items 1 and 2 of 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 Securities Exchange Act of 1934, as amended (the "Exchange 
Act").

     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.

                                      1
<PAGE>

     The Registrant's Registration Statement on Form S-8 filed on August 10, 
1994, Registration No. 33-82680, shall also be deemed to be incorporated by 
reference to this Registration Statement and to be part hereof.

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 from 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.

     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

                                      2

<PAGE>

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.

<TABLE>
<CAPTION>

     Number    Document

<C>            <S>

     4.1(1)         Certificate of Incorporation of Registrant

     4.2(1)         By-laws of Registrant

     4.3            1988 Employee Incentive Stock Option Plan, as amended, and Form of
                    Option Agreement, for use with Plan

     4.4            1996 Short Term Incentive Compensation Bonus Program

     4.5            Robert M. Cohen & Co., Inc. Written Compensation Contract

     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 signature page)

</TABLE>

----------------
     (1)  Exhibits Nos. 4.1 and 4.2 are incorporated by reference to the 
Registrant's Registration Statement on Form S-18 filed on November 23, 1983, 
registration number 2-88097-NY.

                                      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 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;

     (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.

     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.

                                      4

<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 Stamford, Connecticut on October 
17, 1996.

                                     WARRANTECH CORPORATION


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

                                        

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes Joel San Antonio, William Tweed and Desiree Kim 
Caban, 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

<C>                                <S>                                 <C>

/s/ Joel San Antonio
----------------------             Chairman of the Board,              October 17, 1996
Joel San Antonio                   Principal Executive Officer
                                   and Director

/s/ Bernard J. White
----------------------             Vice President, Finance &           October 17, 1996
Bernard J. White                   Treasurer/Chief Financial Officer

/s/ William Tweed
----------------------             Executive Vice President,           October 17, 1996
William Tweed                      European Operations and Director


                                      5

<PAGE>

/s/ Michael Salpeter
----------------------              President and Director              October 17, 1996
Michael Salpeter

/s/ Desiree Kim Caban     
----------------------              Secretary                           October 17, 1996
Desiree Kim Caban     

/s/ Jeffrey J. White
----------------------              Director                            October 15, 1996
Jeffrey J. White

/s/ Lawrence Richenstein
----------------------              Director                            October 15, 1996
Lawrence Richenstein

</TABLE>

                                      6

<PAGE>

                          EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT NUMBER                     EXHIBIT                                  PAGE NUMBER

<C>               <S>                                                       <C>        

        4.1       Certificate of Incorporation of Registrant (1)

        4.2       By-laws of Registrant (1)

        4.3       1988 Employee Incentive Stock Option Plan, as
                  amended, and Form of Option Agreement for use
                  with Plan

        4.4       1996 Short Term Incentive Compensation Bonus
                  Program

        4.5       Robert M. Cohen & Co., Inc. Written Compensation Contract

        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 signature Page)

</TABLE>

---------------
     (1)  Exhibits Nos. 4.1 and 4.2 are incorporated by reference 
to THE REGISTRANT'S REGISTRATION STATEMENT on Form S-18 filed on November 23, 
1983, registration number 2-88097-NY.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18406}]
{"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": "333-14379", "film-number": "96645148"}, "business-address": {"street1": "300 ATLANTIC ST", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2039751100"}, "mail-address": {"street2": "300 ATLANTIC STREET", "city": "STAMFORD", "state": "CT", "zip": "06901"}}
As filed with the
                Securities and Exchange Commission
                       on October 17, 1996
                                                        Registration No. 33-

                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                           300 Atlantic Street, Stamford, Connecticut 06901                  13-3178732
(State or other jurisdiction           (Address of Principal Executive Offices)                 (I.R.S. Employer 
of incorporation or organization)                                                                Identification No.)
1988 EMPLOYEE INCENTIVE STOCK OPTION PLAN
       1996 SHORT TERM INCENTIVE COMPENSATION BONUS PROGRAM
                     (Full title of the plan)

    OPTIONS GRANTED UNDER WRITTEN COMPENSATION CONTRACT WITH:

                   ROBERT M. COHEN & CO., INC.

                         Joel San Antonio
                     Chief Executive Officer
                     Warrantech Corporation 
                       300 Atlantic Street
                   Stamford, Connecticut 06901
                          (203) 975-1100
    (Name, address and telephone number of agent for service)
                                 
                            Copies to:
                     Ralph A. Siciliano, Esq.
       Newman Tannenbaum Helpern Syracuse & Hirschtritt LLP
                         900 Third Avenue
                     New York, New York 10022
                          (212) 826-0800

                                           Page 1 of 40
                        Exhibit Index appears on page 9
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE                 SHARES                       PROPOSED                    PROPOSED              AMOUNT OF
      REGISTERED                           TO BE                        MAXIMUM                MAXIMUM AGGREGATE       REGISTRATION
                                         REGISTERED                OFFERING PRICE PER            OFFERING PRICE            FEE
                                                                         SHARE                            
                                                1988 EMPLOYEE STOCK OPTION PLAN SHARES
Common Stock 
($.007 par value)                          300,000(1)               $9.38(2)                    $2,813,250             $852.50

                                      1996 SHORT TERM INCENTIVE COMPENSATION BONUS PROGRAM SHARES

Common Stock
($.007 par value)                          200,000(3)               $9.38(4)                    $1,876,000              $568.48 

                                       SHARES ISSUABLE PURSUANT TO WRITTEN COMPENSATION CONTRACT 

Common Stock
($.007 par value)                           50,000(5)                $5.00(6)                    $250,000                $75.76

TOTAL                                      550,000                      __                     $4,939,250             $1,496.74
--------------------------

(1)  Shares issuable under the 1988 Employee Stock Option Plan.

(2)  Estimated in accordance with Rule 457(h) under the Securities Act of 
1933 solely for the purpose of calculating 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 October 14, 1996 
because the price at which the options to be granted in the future may be 
exercised is not currently determinable.

(3)  Shares issuable under the 1996 Short Term Incentive Compensation Bonus 
Program.

(4)  Estimated in accordance with Rule 457(h) under the Securities Act of 
1933 solely for the purpose of calculating 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 October 14, 1996 
because the price at which shares will be awarded under the Bonus Program in 
the future is not currently determinable.

(5)  Shares issuable pursuant to Robert M. Cohen & Co., Inc. Written 
Compensation Contract.

(6)  Based on the exercise price at which the options whose exercise will 
result in the issuance of the shares being registered may be exercised.

                                     (i)
PART I 

       INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

    Pursuant to Rule 428(b)(1), the information required by Item 1 and Item 2 
of Part I is included in documents sent or given to: (a) participants in the 
Warrantech Corporation 1988 Employee Incentive Stock Option Plan (the 
"Plan"); (b) participants in the Warrantech Corporation 1996 Short Term 
Incentive Compensation Bonus Program (the "Bonus Program"); and (c) Robert M. 
Cohen & Co., Inc. pursuant to its written compensation contract with the 
Registrant, pursuant to which options have been issued whose exercise will 
result in the issuance of the shares being registered pursuant to this 
Registration Statement.  

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents filed by Warrantech Corporation (the 
"Registrant") with the Securities and Exchange Commission are hereby 
incorporated by reference:

    (a) The Registrant's latest annual report on Form 10-K for the fiscal 
year ended March 31, 1996.

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

    (c)  Items 1 and 2 of 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 Securities Exchange Act of 1934, as amended (the "Exchange 
Act").

     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.

                                      1
The Registrant's Registration Statement on Form S-8 filed on August 10, 
1994, Registration No. 33-82680, shall also be deemed to be incorporated by 
reference to this Registration Statement and to be part hereof.

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 from 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.

     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

                                      2
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
4.1(1)         Certificate of Incorporation of Registrant

     4.2(1)         By-laws of Registrant

     4.3            1988 Employee Incentive Stock Option Plan, as amended, and Form of
                    Option Agreement, for use with Plan

     4.4            1996 Short Term Incentive Compensation Bonus Program

     4.5            Robert M. Cohen & Co., Inc. Written Compensation Contract

     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 signature page)
----------------
     (1)  Exhibits Nos. 4.1 and 4.2 are incorporated by reference to the 
Registrant's Registration Statement on Form S-18 filed on November 23, 1983, 
registration number 2-88097-NY.

                                      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 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;

     (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.

     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.

                                      4
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 Stamford, Connecticut on October 
17, 1996.

                                     WARRANTECH CORPORATION

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

                                        

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes Joel San Antonio, William Tweed and Desiree Kim 
Caban, 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,              October 17, 1996
Joel San Antonio                   Principal Executive Officer
                                   and Director

/s/ Bernard J. White
----------------------             Vice President, Finance &           October 17, 1996
Bernard J. White                   Treasurer/Chief Financial Officer

/s/ William Tweed
----------------------             Executive Vice President,           October 17, 1996
William Tweed                      European Operations and Director

                                      5
/s/ Michael Salpeter
----------------------              President and Director              October 17, 1996
Michael Salpeter

/s/ Desiree Kim Caban     
----------------------              Secretary                           October 17, 1996
Desiree Kim Caban     

/s/ Jeffrey J. White
----------------------              Director                            October 15, 1996
Jeffrey J. White

/s/ Lawrence Richenstein
----------------------              Director                            October 15, 1996
Lawrence Richenstein
6
EXHIBIT INDEX
EXHIBIT NUMBER                     EXHIBIT                                  PAGE NUMBER
4.1       Certificate of Incorporation of Registrant (1)

        4.2       By-laws of Registrant (1)

        4.3       1988 Employee Incentive Stock Option Plan, as
                  amended, and Form of Option Agreement for use
                  with Plan

        4.4       1996 Short Term Incentive Compensation Bonus
                  Program

        4.5       Robert M. Cohen & Co., Inc. Written Compensation Contract

        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 signature Page)
---------------
     (1)  Exhibits Nos. 4.1 and 4.2 are incorporated by reference 
to THE REGISTRANT'S REGISTRATION STATEMENT on Form S-18 filed on November 23, 
1983, registration number 2-88097-NY.