As filed with the
                       Securities and Exchange Commission
                                on August 14, 1997
                             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) 
 of incorporation or organization)         (I.R.S. Employer Identification No.)


              Warrants Granted Under Written Compensation Contracts With:

                              Stonegate Securities, 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) 508-6700
                                                                 Page 1 of ____
                                             Exhibit Index appears on page ____

<PAGE>
<TABLE>
<CAPTION>
                                                         
CALCULATION OF REGISTRATION FEE
============================= ==================== ================= ====================== ====================
                                                       Proposed            Proposed
                                    Shares             maximum         maximum aggregate         Amount of
 Title of securities to be           to be          offering price      offering price          Registration
         registered               registered          per share                                       fee
============================= ==================== ================= ====================== ====================
============================= ============================================================= ====================
                                Shares Issuable Pursuant to Written Compensation Contract
============================= ==================== ================= ====================== ====================
<S>                           <C>                   <C>              <C>                    <C>
Common Stock
($.007 par value)                 40,000(1)             $5.00(2)          $200,000                 $60.61
============================= ==================== ================= ====================== ====================

(1)      Shares issuable pursuant to Stonegate Securities, Inc. Written Compensation Contract.

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

</TABLE>

<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 Stonegate 
Securities,  Inc.,  pursuant to its written  compensation  contract with the
Registrant,  pursuant to which  warrants have been issued whose  exercise will 
result in the issuance of the shares being registered pursuant to this 
Registration Statement.

<PAGE>

                                    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, 1997.

         (b)   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.

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.

         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.

Item 7. Exemption from Registration Claimed.

               Not applicable.

Item 8. Exhibits.

        Number Document

        4.1    Certificate of Incorporation of Registrant (1)

        4.2    By-laws of Registrant (1)

        4.3    Stonegate Securities, 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.

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.

<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 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 August 14, 1997.


                                        WARRANTECH CORPORATION

                                             S/N/S Joel San Antonio
                                        By   _____________________________
                                             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 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/N/S Joel San Antonio
______________________      Chairman of the Board, Chief       August 14, 1997
Joel San Antonio            Executive Officer
                            and Director

S/N/S Harris G. Miller
______________________      Executive Vice President &         August 14, 1997
Harris G. Miller            Chief Financial Officer

S/N/S William Tweed
______________________      Vice President and Director        August 14, 1997
William Tweed

S/N/S Michael Salpeter
______________________     President and Director              August 14, 1997
Michael Salpeter

S/N/S Desiree Kim Caban
______________________     Secretary                           August 14, 1997
Desiree Kim Caban

S/N/S Jeffrey J. White
______________________     Director                            August 14, 1997
Jeffrey J. White

S/N/S Lawrence Richenstein
______________________     Director                            August 14, 1997
Lawrence Richenstein

<PAGE>

                         EXHIBIT INDEX


Exhibit Number              Exhibit                                Page Number

       4.1      Certificate of Incorporation of Registrant (1)

       4.2      By-laws of Registrant (1)

       4.3      Stonegate Securities, 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.

<PAGE>
                                 EXHIBIT 4.3

           STONEGATE SECURITIES, INC. WRITTEN COMPENSATION CONTRACT         



August 21, 1996

Warrantech Corporation
300 Atlantic Street
Stamford, CT  06901
Attention:  Bernard J. White
            Chief Financial Officer

Gentlemen:

     1.  The purpose of this letter is to set forth the terms of the engagement
by Warrantech Corporation ("Warrantech" or the "Company") of Stonegate 
Securities, Inc. ("Stonegate") to serve as its financial advisor and to furnish
investment banking services to Warrantech with respect to:

          (a)  evaluating strategic alternatives available to the Company,
          including evaluating the capital structure of the Company;

          (b)  rendering financial advice and services preparatory to the 
          possible sale of equity interests in the Company, including 
          introducing Warrantech to Wall Street investment banking firms in 
          order to identify potential investment bankers for Warrantech's 
          acquisition strategy or capital needs, as the case may be;

          (c)  evaluating potential acquisitions by the Company with respect to
          other teleservices companies.

          (d)  contacting insurance companies in order to introduce Warrantech
          to such insurance companies; and

          (e)  contacting insurance companies in order to acquire potentially 
          competing bids for Warrantech's warranty pools.

     2.  The Company represents that all information provided to Stonegate in
connection with the services to be performed under this Agreement will be 
complete and correct in all material respects and will not contain any untrue 
statement of a material fact or omit to state any material fact necessary to 
make the statements contained therein, in light of the circumstances under 
which they were made, not misleading (the "Information").  The Company agrees
to advise Stonegate immediately of the occurrence of any event or any other
change known to the Company that results in any of the information containing
an untrue statement of a material fact or omitting to state any material fact
necessary to make the statement contained therein, in light of the 
circumstances under which they were made, not misleading.

     3.  If, in the course of such services, Stonegate advises the Company in
connection with any financial transaction or any sale, merger or acquisition,
Stonegate shall be separately compensated for such services pursuant to a 
separate agreement and will receive fees that are customary for any such 
transaction.  The Company recognizes that Stonegate has followed, and will
continue to follow the Company's stock and, from time to time, Stonegate may
issue research reports concerning the Company and its stock.  It is understood
between the Company and Stonegate that such reports are not issued on behalf,
or with the authorization, of the Company and Stonegate shall have sole 
responsibility for their content.  Neither the Company, nor its officers, 
directors, employees or affiliates, shall have any responsibility for any 
information contained in such reports or other information disseminated by
Stonegate concerning the Company, regardless of whether or not the Company
reviews or comments upon such reports or information.  Stonegate agrees,
however, that it will disclose the existence of this agreement in any research
report or other written communication concerning the Company which is 
disseminated by Stonegate.

     4.  The term of Stonegate's engagement shall be for the twenty four month
period from the date of this letter (the "Initial Term") and may be extended
beyond the Initial Term by mutual written consent.  Notwithstanding the 
foregoing, the company may terminate this Agreement with or without cause at 
any time upon delivery to Stonegate of written notice thereof, except for the
Provisions set forth in paragraphs 2, 6 and 7, which provisions shall survive
the termination of this Agreement.

     5.  For providing financial advisory and investment banking services, the
Company agrees to pay Stonegate, upon execution of this Agreement, $20,000 in
cash (the "Engagement Fee").  In the event that Stonegate shall fail to provide 
the services to be rendered under this Agreement, Stonegate shall return the 
Engagement Fee to the Company as the Company's sole and exclusive remedy.  In
addition, the Company agrees to grant Stonegate warrants (the "Warrants") to
purchase an aggregate of 40,000 shares of the Company's common stock at an
exercise price of $5.00 per share, 20,000 of which Warrants shall vest 
immediately and shall be immediately exercisable and 20,000 of which Warrants
shall vest immediately and shall be exercisable commencing on the first 
anniversary of the date of this Agreement.  20,000 of the Warrants shall be
issued to SRG Associates, Ltd. and 20,000 of the Warrants shall be issued to
Lyon Securities, Inc.  All vested Warrants shall be exercisable in 
accordance with their terms regardless of any termination of this Agreement.
Vested Warrants shall be exercisable for five years from the date of vesting.
The agreement evidencing the Warrants shall contain customary terms and 
conditions, including, without limitation, anti-dilution provisions.  In 
addition, the Company shall grant Stonegate customary "piggy-back" registration
rights with respect to the shares of common stock underlying the Warrants.

     6.  If in connection with any services or matters that are the subject of 
or arise out of this Agreement or Stonegate's engagement hereunder, Stonegate 
becomes involved (whether or not as a name party) in any action, claim or legal
proceeding (including any governmental inquiry or investigation and including,
but not limited to, actions, claims or legal proceedings arising out of or
based upon any breach by the Company or any agreement or representation or
warranty of the Company contained herein, or any untrue statement or alleged
untrue statement of a material fact by the Company in any release or 
communication to an offeree of the securities or an omission or alleged 
omission to state a material fact required to be stated therein or necessary to
make the statements contained therein, not misleading), the Company agrees, to
the extent permitted by applicable law, to indemnify and hold Stonegate 
harmless again any losses, claims, damages or liabilities, joint or several, as 
they are incurred, to which Stonegate may become subject in connection 
therewith, provided that Stonegate promptly notifies the Company of any such 
action, claim or legal proceeding and provides the Company with an opportunity
to defend against or settle such matter with counsel of its choice, and 
provided further that the Company shall not be liable under the indemnity
provisions hereof in respect of any loss, claim, damage or liability resulted
from Stonegate's negligence, bad faith, willful misconduct or violation of any 
law, rule or regulation.  The foregoing agreements shall apply to any 
modification of Stonegate's engagement, and shall remain in full force and 
effect following the completion or termination of Stonegate's engagement and 
the sale  of any securities and shall be in addition to any rights that 
Stonegate may have at common law or otherwise.  The foregoing agreements in 
this paragraph shall, upon the same terms and conditions, extend to and inure
to the benefit of each person, if any, who may be deemed to control Stonegate
and to each of Stonegate's and each such person's respective affiliates, 
directors, officers, employees and agents.

     7.  Stonegate agrees to indemnify and hold the Company, each person, if 
any, who may be deemed to control the Company and to each of the Company's and
each such person's respective affiliates, directors, officers, employees and 
agents harmless against any losses, claims, damages, joint or several, that 
resulted from Stonegate's gross negligence, bad faith, willful misconduct or
violation of any law, rule or regulation or breach of this Agreement.

     8.  This Agreement may not be amended or modified except in writing and 
shall be governed by and construed in accordance with the laws of the State of
Texas and all obligations shall be performed in Dallas County, Texas.

     if the foregoing is in accordance with your understanding of the terms of 
our engagement, please confirm your agreement by signing and returning the 
enclosed copy of this letter to the undersigned effective as of the date first
above written.

                                        Very truly yours,

                                        STONEGATE SECURITIES, INC.


                                        BY:________________________________
                                           E.B. Lyon III, President


Confirmed and agreed to:

WARRANTECH CORPORATION


By:__________________________
   Bernard J. White
   Vice President Finance and
   Chief Financial Officer
                                        
<PAGE>

                                 EXHIBIT 5.1
   
                            OPINION OF COUNSEL 



              NEWMAN TANNENBAUM HELPERN SYRACUSE & HIRSCHTRITT LLP
                            900 THIRD AVENUE
                         NEW YORK, NEW YORK  10022-4775
                            (212)508-6700                              



                                                             August 14, 1997


Warrantech Corporation
300 Atlantic Street
Stamford, CT 06901

                     Re:     Registration Statement on Form S-8

Gentlemen:

       We have  examined  the  Registration  Statement  to be  filed  by you 
with  the  Securities  and  Exchange Commission on or about August 12, 1997 
(the  "Registration  Statement") in connection  with the  registration  under
the  Securities  Act of 1933,  as amended,  of 40,000  shares of your Common 
Stock  issuable upon the exercise of warrants granted under the Written  
Compensation Contract with Stonegate Securities, Inc. (the  "Stonegate  
Contract") (shares issuable pursuant to the Stonegate Contract are herein  
referred to as the "Shares").

      As counsel for Warrantech  Corporation, we have examined the proceedings  
taken are familiar with the proceedings  proposed  to be  taken by you in  
connection  with the sale  and  issuance  of the  Shares.  It is our opinion  
that,  when  issued  and/or sold in the manner referred to in the  Stonegate 
Contract, the Shares will be legally and validly issued, fully paid and non 
assessable.

       We consent to the  Registration  Statement and further  consent to the 
use of our name wherever it appears in the Registration Statement and any 
amendments to it.

                                           Very truly yours,

                                           NEWMAN TANNENBAUM HELPERN
                                           SYRACUSE & HIRSCHTRITT LLP

<PAGE>
                             EXHIBIT 23.1

              
                CONSENT OF INDEPENDENT ACCOUNTANTS


       We consent to the incorporation by reference in the Registration  
Statement of Warrantech Corporation on Form S-8 of our report dated June 26, 
1997 on our audits of the consolidated financial statements and financial 
statement schedule of Warrantech Corporation and Subsidiaries as March 31, 1997
 and 1996, and for each of the three years in the period ended March 31, 1997
which report is included in the Annual Report on Form 10-K of Warrantech
Corporation for the year ended March 31, 1997.

 

                                                     Coopers & Lybrand L.L.P.






New York, New York
August 12, 1997

<PAGE>
                             EXHIBIT 23.2

                          CONSENT OF COUNSEL

                          (See Exhibit 5.1)

           
<PAGE>
                              EXHIBIT 24.1

                            POWER OF ATTORNEY

                           (See signature page)
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As filed with the
                       Securities and Exchange Commission
                                on August 14, 1997
                             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) 
 of incorporation or organization)         (I.R.S. Employer Identification No.)

              Warrants Granted Under Written Compensation Contracts With:

                              Stonegate Securities, 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) 508-6700
                                                                 Page 1 of ____
                                             Exhibit Index appears on page ____
CALCULATION OF REGISTRATION FEE
============================= ==================== ================= ====================== ====================
                                                       Proposed            Proposed
                                    Shares             maximum         maximum aggregate         Amount of
 Title of securities to be           to be          offering price      offering price          Registration
         registered               registered          per share                                       fee
============================= ==================== ================= ====================== ====================
============================= ============================================================= ====================
                                Shares Issuable Pursuant to Written Compensation Contract
============================= ==================== ================= ====================== ====================
Common Stock
($.007 par value)                 40,000(1)             $5.00(2)          $200,000                 $60.61
============================= ==================== ================= ====================== ====================

(1)      Shares issuable pursuant to Stonegate Securities, Inc. Written Compensation Contract.

(2)      Based on the  exercise  price at which the  warrants  whose  exercise  will result in the  issuance of the
         shares being registered may be exercised.
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 Stonegate 
Securities,  Inc.,  pursuant to its written  compensation  contract with the
Registrant,  pursuant to which  warrants 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, 1997.

         (b)   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.

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.

         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.

Item 7. Exemption from Registration Claimed.

               Not applicable.

Item 8. Exhibits.

        Number Document

        4.1    Certificate of Incorporation of Registrant (1)

        4.2    By-laws of Registrant (1)

        4.3    Stonegate Securities, 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.

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.
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 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 August 14, 1997.

                                        WARRANTECH CORPORATION

                                             S/N/S Joel San Antonio
                                        By   _____________________________
                                             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 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/N/S Joel San Antonio
______________________      Chairman of the Board, Chief       August 14, 1997
Joel San Antonio            Executive Officer
                            and Director

S/N/S Harris G. Miller
______________________      Executive Vice President &         August 14, 1997
Harris G. Miller            Chief Financial Officer

S/N/S William Tweed
______________________      Vice President and Director        August 14, 1997
William Tweed

S/N/S Michael Salpeter
______________________     President and Director              August 14, 1997
Michael Salpeter

S/N/S Desiree Kim Caban
______________________     Secretary                           August 14, 1997
Desiree Kim Caban

S/N/S Jeffrey J. White
______________________     Director                            August 14, 1997
Jeffrey J. White

S/N/S Lawrence Richenstein
______________________     Director                            August 14, 1997
Lawrence Richenstein
EXHIBIT INDEX

Exhibit Number              Exhibit                                Page Number

       4.1      Certificate of Incorporation of Registrant (1)

       4.2      By-laws of Registrant (1)

       4.3      Stonegate Securities, 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.
EXHIBIT 4.3

           STONEGATE SECURITIES, INC. WRITTEN COMPENSATION CONTRACT         

August 21, 1996

Warrantech Corporation
300 Atlantic Street
Stamford, CT  06901
Attention:  Bernard J. White
            Chief Financial Officer

Gentlemen:

     1.  The purpose of this letter is to set forth the terms of the engagement
by Warrantech Corporation ("Warrantech" or the "Company") of Stonegate 
Securities, Inc. ("Stonegate") to serve as its financial advisor and to furnish
investment banking services to Warrantech with respect to:

          (a)  evaluating strategic alternatives available to the Company,
          including evaluating the capital structure of the Company;

          (b)  rendering financial advice and services preparatory to the 
          possible sale of equity interests in the Company, including 
          introducing Warrantech to Wall Street investment banking firms in 
          order to identify potential investment bankers for Warrantech's 
          acquisition strategy or capital needs, as the case may be;

          (c)  evaluating potential acquisitions by the Company with respect to
          other teleservices companies.

          (d)  contacting insurance companies in order to introduce Warrantech
          to such insurance companies; and

          (e)  contacting insurance companies in order to acquire potentially 
          competing bids for Warrantech's warranty pools.

     2.  The Company represents that all information provided to Stonegate in
connection with the services to be performed under this Agreement will be 
complete and correct in all material respects and will not contain any untrue 
statement of a material fact or omit to state any material fact necessary to 
make the statements contained therein, in light of the circumstances under 
which they were made, not misleading (the "Information").  The Company agrees
to advise Stonegate immediately of the occurrence of any event or any other
change known to the Company that results in any of the information containing
an untrue statement of a material fact or omitting to state any material fact
necessary to make the statement contained therein, in light of the 
circumstances under which they were made, not misleading.

     3.  If, in the course of such services, Stonegate advises the Company in
connection with any financial transaction or any sale, merger or acquisition,
Stonegate shall be separately compensated for such services pursuant to a 
separate agreement and will receive fees that are customary for any such 
transaction.  The Company recognizes that Stonegate has followed, and will
continue to follow the Company's stock and, from time to time, Stonegate may
issue research reports concerning the Company and its stock.  It is understood
between the Company and Stonegate that such reports are not issued on behalf,
or with the authorization, of the Company and Stonegate shall have sole 
responsibility for their content.  Neither the Company, nor its officers, 
directors, employees or affiliates, shall have any responsibility for any 
information contained in such reports or other information disseminated by
Stonegate concerning the Company, regardless of whether or not the Company
reviews or comments upon such reports or information.  Stonegate agrees,
however, that it will disclose the existence of this agreement in any research
report or other written communication concerning the Company which is 
disseminated by Stonegate.

     4.  The term of Stonegate's engagement shall be for the twenty four month
period from the date of this letter (the "Initial Term") and may be extended
beyond the Initial Term by mutual written consent.  Notwithstanding the 
foregoing, the company may terminate this Agreement with or without cause at 
any time upon delivery to Stonegate of written notice thereof, except for the
Provisions set forth in paragraphs 2, 6 and 7, which provisions shall survive
the termination of this Agreement.

     5.  For providing financial advisory and investment banking services, the
Company agrees to pay Stonegate, upon execution of this Agreement, $20,000 in
cash (the "Engagement Fee").  In the event that Stonegate shall fail to provide 
the services to be rendered under this Agreement, Stonegate shall return the 
Engagement Fee to the Company as the Company's sole and exclusive remedy.  In
addition, the Company agrees to grant Stonegate warrants (the "Warrants") to
purchase an aggregate of 40,000 shares of the Company's common stock at an
exercise price of $5.00 per share, 20,000 of which Warrants shall vest 
immediately and shall be immediately exercisable and 20,000 of which Warrants
shall vest immediately and shall be exercisable commencing on the first 
anniversary of the date of this Agreement.  20,000 of the Warrants shall be
issued to SRG Associates, Ltd. and 20,000 of the Warrants shall be issued to
Lyon Securities, Inc.  All vested Warrants shall be exercisable in 
accordance with their terms regardless of any termination of this Agreement.
Vested Warrants shall be exercisable for five years from the date of vesting.
The agreement evidencing the Warrants shall contain customary terms and 
conditions, including, without limitation, anti-dilution provisions.  In 
addition, the Company shall grant Stonegate customary "piggy-back" registration
rights with respect to the shares of common stock underlying the Warrants.

     6.  If in connection with any services or matters that are the subject of 
or arise out of this Agreement or Stonegate's engagement hereunder, Stonegate 
becomes involved (whether or not as a name party) in any action, claim or legal
proceeding (including any governmental inquiry or investigation and including,
but not limited to, actions, claims or legal proceedings arising out of or
based upon any breach by the Company or any agreement or representation or
warranty of the Company contained herein, or any untrue statement or alleged
untrue statement of a material fact by the Company in any release or 
communication to an offeree of the securities or an omission or alleged 
omission to state a material fact required to be stated therein or necessary to
make the statements contained therein, not misleading), the Company agrees, to
the extent permitted by applicable law, to indemnify and hold Stonegate 
harmless again any losses, claims, damages or liabilities, joint or several, as 
they are incurred, to which Stonegate may become subject in connection 
therewith, provided that Stonegate promptly notifies the Company of any such 
action, claim or legal proceeding and provides the Company with an opportunity
to defend against or settle such matter with counsel of its choice, and 
provided further that the Company shall not be liable under the indemnity
provisions hereof in respect of any loss, claim, damage or liability resulted
from Stonegate's negligence, bad faith, willful misconduct or violation of any 
law, rule or regulation.  The foregoing agreements shall apply to any 
modification of Stonegate's engagement, and shall remain in full force and 
effect following the completion or termination of Stonegate's engagement and 
the sale  of any securities and shall be in addition to any rights that 
Stonegate may have at common law or otherwise.  The foregoing agreements in 
this paragraph shall, upon the same terms and conditions, extend to and inure
to the benefit of each person, if any, who may be deemed to control Stonegate
and to each of Stonegate's and each such person's respective affiliates, 
directors, officers, employees and agents.

     7.  Stonegate agrees to indemnify and hold the Company, each person, if 
any, who may be deemed to control the Company and to each of the Company's and
each such person's respective affiliates, directors, officers, employees and 
agents harmless against any losses, claims, damages, joint or several, that 
resulted from Stonegate's gross negligence, bad faith, willful misconduct or
violation of any law, rule or regulation or breach of this Agreement.

     8.  This Agreement may not be amended or modified except in writing and 
shall be governed by and construed in accordance with the laws of the State of
Texas and all obligations shall be performed in Dallas County, Texas.

     if the foregoing is in accordance with your understanding of the terms of 
our engagement, please confirm your agreement by signing and returning the 
enclosed copy of this letter to the undersigned effective as of the date first
above written.

                                        Very truly yours,

                                        STONEGATE SECURITIES, INC.

                                        BY:________________________________
                                           E.B. Lyon III, President

Confirmed and agreed to:

WARRANTECH CORPORATION

By:__________________________
   Bernard J. White
   Vice President Finance and
   Chief Financial Officer
EXHIBIT 5.1
   
                            OPINION OF COUNSEL 

              NEWMAN TANNENBAUM HELPERN SYRACUSE & HIRSCHTRITT LLP
                            900 THIRD AVENUE
                         NEW YORK, NEW YORK  10022-4775
                            (212)508-6700                              

                                                             August 14, 1997

Warrantech Corporation
300 Atlantic Street
Stamford, CT 06901

                     Re:     Registration Statement on Form S-8

Gentlemen:

       We have  examined  the  Registration  Statement  to be  filed  by you 
with  the  Securities  and  Exchange Commission on or about August 12, 1997 
(the  "Registration  Statement") in connection  with the  registration  under
the  Securities  Act of 1933,  as amended,  of 40,000  shares of your Common 
Stock  issuable upon the exercise of warrants granted under the Written  
Compensation Contract with Stonegate Securities, Inc. (the  "Stonegate  
Contract") (shares issuable pursuant to the Stonegate Contract are herein  
referred to as the "Shares").

      As counsel for Warrantech  Corporation, we have examined the proceedings  
taken are familiar with the proceedings  proposed  to be  taken by you in  
connection  with the sale  and  issuance  of the  Shares.  It is our opinion  
that,  when  issued  and/or sold in the manner referred to in the  Stonegate 
Contract, the Shares will be legally and validly issued, fully paid and non 
assessable.

       We consent to the  Registration  Statement and further  consent to the 
use of our name wherever it appears in the Registration Statement and any 
amendments to it.

                                           Very truly yours,

                                           NEWMAN TANNENBAUM HELPERN
                                           SYRACUSE & HIRSCHTRITT LLP
EXHIBIT 23.1

              
                CONSENT OF INDEPENDENT ACCOUNTANTS

       We consent to the incorporation by reference in the Registration  
Statement of Warrantech Corporation on Form S-8 of our report dated June 26, 
1997 on our audits of the consolidated financial statements and financial 
statement schedule of Warrantech Corporation and Subsidiaries as March 31, 1997
 and 1996, and for each of the three years in the period ended March 31, 1997
which report is included in the Annual Report on Form 10-K of Warrantech
Corporation for the year ended March 31, 1997.

 

                                                     Coopers & Lybrand L.L.P.

New York, New York
August 12, 1997
EXHIBIT 23.2

                          CONSENT OF COUNSEL

                          (See Exhibit 5.1)
EXHIBIT 24.1

                            POWER OF ATTORNEY

                           (See signature page)