[306109-1]


 
                                                  As filed with the
                                         Securities and Exchange Commission
                                                 on August 29, 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)
(I.R.S. Employer

                       Warrant Granted Under Written Compensation Contract With:

                                           Greenley Capital Company, L.P.

                       Options Granted Under Written Compensation Contract With:

                                                  Ferris Capital


                                                 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 17
                                         Exhibit Index appears on page 9


<TABLE>
<S>                         <C>                   <C>               <C>                    <C>        
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)                                          $5.00(3)     $50,000                        $15.15
                                     10,000(1)
============================= ==================== ================= ====================== ====================
============================= ==================== ================= ====================== ====================
Common Stock
($.007 par value)                    50,000(2)             $5.00(3)    $250,000                          $75.76
============================= ==================== ================= ====================== ====================






[306109-1]
         --


(1)   Shares issuable pursuant to Ferris Capital Written Compensation Contract.

(2)   Shares issuable pursuant to Greenley Capital Company L.P. Written Compensation Contract.

(3)  Based  on  the  exercise  price  at  which  the  warrants  and  options  whose  exercise  will  result  in the
issuance of the shares being registered may be exercised.
</TABLE>






















                                                         2





 



                                                       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 Greenley  Capital  Company,
L.P., and Ferris Capital,  pursuant to their written compensation contracts with
the  Registrant,  pursuant to which  warrants and 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, 1997. 
     (b) The Registran's quarterly report on Form 10-Q for the
period ended June 30, 1997. 
(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.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.
                                                         3
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 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.
                                                         4


Item 8.  Exhibits.

         Number   Document

         4.1    Certificate of Incorporation of Registrant (1)

         4.2    By-laws of Registrant (1)

         4.3    Greenley Capital Company, L.P. Written Compensation Contract

         4.4.   Ferris Capital 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.
                                                             5
     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.

















                                                         6





 
 

                                                     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 August 29, 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 29, 1997
Joel San Antonio       Executive Officer
                       and Director

S/N/S Harris Miller
______________________ Executive Vice President &               August 29, 1997
Harris G. Miller       Chief Financial Officer

S/N/S William Tweed
______________________ Vice President and Director              August 29, 1997
William Tweed
                                                         7


S/N/S Michael Salpeter
______________________ President and Director                   August 29, 1997
Michael Salpeter

S/N/S Desiree Kim Caban
______________________  Secretary                               August 29, 1997
Desiree Kim Caban

S/N/S Jeffrey J. White
______________________  Director                                August 29, 1997
Jeffrey J. White

S/N/S Lawrence Richenstein
______________________ Director                                 August 29, 1997
Lawrence Richenstein
























                                                         8







                                                    EXHIBIT INDEX


Exhibit Number                                        Exhibit       Page Number

       4.1   Certificate of Incorporation of Registrant (1)

       4.2   By-laws of Registrant (1)

       4.3   Greenley Capital Company, L.P. Written Compensation Contract

       4.4   Ferris Capital 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.













                                                              9

                                                    EXHIBIT 4.3

            GREENLEY CAPITAL COMPANY, L.P.WRITTEN COMPENSATION CONTRACT




































                                                        10

                                                   EXHIBIT 4.4

                                    FERRIS CAPITAL WRITTEN COMPENSATION CONTRACT



























                                                            11

                                                     EXHIBIT 5.1

                                                 OPINION OF COUNSEL




































                                                        12

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



                                                                August 29, 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  29,  1997  (the
"Registration   Statement")  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended,  of an aggregate of 50,000  shares of your
Common Stock  issuable upon exercise of warrants to be granted under the Written
Compensation  Contract  with  Greenley  Capital  Company,  L.P.  (the  "Greenley
Contract") and 10,000  shares of your Common stock  issuable upon the exercise 
of options  to be granted  under the  Written  Compensation  Contract  with  
Ferris Capital  (the  "Ferris  Contract")(shares  issuable  pursuant  to  the  
Greenley Contract  and the Ferris  Contract  are herein  collectively  
referred to as the "Shares").
     As counsel for  Warrantech  Corporation,  we have examined the  proceedings
taken  and 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 Greenley  Contract and
the Ferris  Contract,  respectively,  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

                                                        13

                                                   EXHIBIT 23.1

                                         CONSENT OF INDEPENDENT ACCOUNTANTS




































                                                        14

                                         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  as of 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.






Stamford, Connecticut
August 29, 1997

















                                                        15

                                                   EXHIBIT 23.2

                                                 CONSENT OF COUNSEL

                                                  (See Exhibit 5.1)


































                                                        16

                                                    EXHIBIT 24.1

                                                  POWER OF ATTORNEY

                                                (See signature page)

































                                                        17
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21648}]
{"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": "333-34607", "film-number": "97672519"}, "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"}}
[306109-1]

 
                                                  As filed with the
                                         Securities and Exchange Commission
                                                 on August 29, 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)
(I.R.S. Employer

                       Warrant Granted Under Written Compensation Contract With:

                                           Greenley Capital Company, L.P.

                       Options Granted Under Written Compensation Contract With:

                                                  Ferris Capital

                                                 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 17
                                         Exhibit Index appears on page 9
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)                                          $5.00(3)     $50,000                        $15.15
                                     10,000(1)
============================= ==================== ================= ====================== ====================
============================= ==================== ================= ====================== ====================
Common Stock
($.007 par value)                    50,000(2)             $5.00(3)    $250,000                          $75.76
============================= ==================== ================= ====================== ====================

[306109-1]
         --

(1)   Shares issuable pursuant to Ferris Capital Written Compensation Contract.

(2)   Shares issuable pursuant to Greenley Capital Company L.P. Written Compensation Contract.

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

 

                                                       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 Greenley  Capital  Company,
L.P., and Ferris Capital,  pursuant to their written compensation contracts with
the  Registrant,  pursuant to which  warrants and 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, 1997. 
     (b) The Registran's quarterly report on Form 10-Q for the
period ended June 30, 1997. 
(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.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.
                                                         3
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 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.
                                                         4

Item 8.  Exhibits.

         Number   Document

         4.1    Certificate of Incorporation of Registrant (1)

         4.2    By-laws of Registrant (1)

         4.3    Greenley Capital Company, L.P. Written Compensation Contract

         4.4.   Ferris Capital 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.
                                                             5
     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.

                                                         6

 
 

                                                     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 August 29, 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 29, 1997
Joel San Antonio       Executive Officer
                       and Director

S/N/S Harris Miller
______________________ Executive Vice President &               August 29, 1997
Harris G. Miller       Chief Financial Officer

S/N/S William Tweed
______________________ Vice President and Director              August 29, 1997
William Tweed
                                                         7

S/N/S Michael Salpeter
______________________ President and Director                   August 29, 1997
Michael Salpeter

S/N/S Desiree Kim Caban
______________________  Secretary                               August 29, 1997
Desiree Kim Caban

S/N/S Jeffrey J. White
______________________  Director                                August 29, 1997
Jeffrey J. White

S/N/S Lawrence Richenstein
______________________ Director                                 August 29, 1997
Lawrence Richenstein

                                                         8

                                                    EXHIBIT INDEX

Exhibit Number                                        Exhibit       Page Number

       4.1   Certificate of Incorporation of Registrant (1)

       4.2   By-laws of Registrant (1)

       4.3   Greenley Capital Company, L.P. Written Compensation Contract

       4.4   Ferris Capital 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.

                                                              9

                                                    EXHIBIT 4.3

            GREENLEY CAPITAL COMPANY, L.P.WRITTEN COMPENSATION CONTRACT

                                                        10

                                                   EXHIBIT 4.4

                                    FERRIS CAPITAL WRITTEN COMPENSATION CONTRACT

                                                            11

                                                     EXHIBIT 5.1

                                                 OPINION OF COUNSEL

                                                        12

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

                                                                August 29, 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  29,  1997  (the
"Registration   Statement")  in  connection  with  the  registration  under  the
Securities  Act of 1933,  as amended,  of an aggregate of 50,000  shares of your
Common Stock  issuable upon exercise of warrants to be granted under the Written
Compensation  Contract  with  Greenley  Capital  Company,  L.P.  (the  "Greenley
Contract") and 10,000  shares of your Common stock  issuable upon the exercise 
of options  to be granted  under the  Written  Compensation  Contract  with  
Ferris Capital  (the  "Ferris  Contract")(shares  issuable  pursuant  to  the  
Greenley Contract  and the Ferris  Contract  are herein  collectively  
referred to as the "Shares").
     As counsel for  Warrantech  Corporation,  we have examined the  proceedings
taken  and 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 Greenley  Contract and
the Ferris  Contract,  respectively,  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

                                                        13

                                                   EXHIBIT 23.1

                                         CONSENT OF INDEPENDENT ACCOUNTANTS

                                                        14

                                         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  as of 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.

Stamford, Connecticut
August 29, 1997

                                                        15

                                                   EXHIBIT 23.2

                                                 CONSENT OF COUNSEL

                                                  (See Exhibit 5.1)

                                                        16

                                                    EXHIBIT 24.1

                                                  POWER OF ATTORNEY

                                                (See signature page)

                                                        17