UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549

                                    FORM 10-Q/A

(Mark One)
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
     (X)              OF THE SECURITIES EXCHANGE ACT OF 1934


                 For the Quarterly Period Ended September 30, 1999

                                        OR

                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
     (  )              OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                to

Commission File Number                  0-13084

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

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

      300 Atlantic Street, Stamford, CT                 06901
  (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code   (203) 975-1100


(Former name,former address and former fiscal year, if changed since last year)

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                   Yes  _X_        No ___

   Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

             Class                          Outstanding at January 10, 2000
Common stock, par value $.007 per share            15,176,986 shares



                                        1

<PAGE>


                     WARRANTECH CORPORATION AND SUBSIDIARIES


                                    I N D E X

<TABLE>
<S>                                                                                                      <C>
                                                                                                         Page No.
PART I  -  Financial Information:


              Item 1.  Financial Statements

                Condensed Consolidated Balance Sheets at September 30, 1999
                (Unaudited) and March 31, 1999...................................................             3


                Condensed Consolidated Statements of Operations
                   For the Three and Six Months Ended September 30, 1999
                   and 1998 (Unaudited) .........................................................             4

                 Condensed Consolidated Statements of Cash Flows
                   For the Six Months Ended September 30, 1999
                          and 1998 (Unaudited)...................................................             5


                 Notes to Condensed Consolidated Financial Statements                                         6

                   Item 2.  Management's Discussion and Analysis of
                           Financial Condition and Results of Operations                                     10



PART II  - Other Information.....................................................................            13

Signatures ......................................................................................            14

</TABLE>
                                   2

<PAGE>


                     WARRANTECH CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                    A S S E T S

<TABLE>
<S>                                                                               <C>               <C>
                                                                                     (Unaudited)
                                                                                     September 30,       March 31,
                                                                                         1999              1999
                                                                                   ----------------- ----------------
Current assets:
Cash and cash equivalents                                                               $11,867,978      $15,032,473

Investments in marketable securities                                                      3,613,896        2,961,602

Accounts receivable (net of allowances of
 $1,244,440 and $1,115,285, respectively)                                                22,691,978       39,275,404

Other receivables, net                                                                    4,494,618        5,924,332
Income tax receivable                                                                     2,844,556        1,147,324
Deferred income taxes                                                                     1,420,053        1,419,854
Prepaid expenses and other current assets                                                 1,727,447        1,537,633
                                                                                   ----------------- ----------------
   Total current assets                                                                  48,660,526       67,298,622


Property and equipment, net                                                              16,078,638       16,277,473

Other assets:
Excess of cost over fair value of assets acquired
(net of accumulated amortization of $5,216,435
and  $4,212,956, respectively)                                                            2,942,098        3,276,524
Deferred income taxes                                                                    10,325,747        9,603,277
Deferred direct costs                                                                    87,898,761       86,107,696
Investments in marketable securities                                                      1,515,081        1,321,019
Restricted cash                                                                             800,000          800,000
Split dollar life insurance policies                                                      1,433,504        1,370,010
Notes receivable                                                                          1,558,760          477,767
Collateral security fund                                                                    199,389          199,389
Other assets                                                                                178,518          178,493
                                                                                   ----------------- ----------------
          Total other assets                                                            106,851,858      103,334,175


                                                                                   ----------------- ----------------
                    Total Assets                                                       $171,591,022     $186,910,270
                                                                                   ================= ================
                                        LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                       (Unaudited)
                                                                                      September 30,     March 31,
                                                                                         1999              1999
                                                                                   ----------------- ----------------
Current liabilities:
Current maturities of long-term debt and capital lease obligations                       $1,578,100       $1,558,447
Insurance premiums payable                                                               26,247,967       36,585,920
Accounts and commissions payable                                                         10,028,110        8,524,040
Legal settlements payable                                                                  -                 100,000
Accrued expenses and other current liabilities                                            6,919,636        8,346,440
                                                                                   ----------------- ----------------
   Total current liabilities                                                             44,773,813       55,114,847

Deferred revenues                                                                       120,318,281      118,497,564

Long-term debt and capital lease obligations                                              1,915,447        2,420,967

Deferred rent payable                                                                       450,693          476,890
                                                                                   ----------------- ----------------
   Total liabilities                                                                    167,458,234      176,510,268

Commitments and contingencies


Stockholders' equity:
   Preferred stock - $.0007 par value authorized - 15,000,000
     issued  - none at September 30, 1999 and March 31, 1999
   Common stock - $.007 par value: authorized - 30,000,000 Shares
     issued;  - 16,504,536  shares at September 30, 1999
     and 16,501,783 shares at March 31, 1999                                                115,532          115,513
   Additional paid-in capital                                                            23,736,470       23,728,881
   Loans to directors and officers                                                      (9,279,064)      (9,006,699)
   Accumulated  other comprehensive income, net of taxes                                   (79,654)         (93,534)
   Retained earnings                                                                    (5,911,183)          105,154
                                                                                   ----------------- ----------------
                                                                                          8,582,101       14,849,315
Treasury stock - at cost, 1,280,300 shares at September 30,1999 and March 31, 1999      (4,449,313)      (4,449,313)
                                                                                   ----------------- ----------------
        Total Stockholders' Equity                                                        4,132,788       10,400,002

                                                                                   ----------------- ----------------
        Total Liabilities and Stockholders' Equity                                     $171,591,022     $186,910,270
                                                                                   ================= ================

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                   3

<PAGE>


                     WARRANTECH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<S>                                               <C>                 <C>                <C>                <C>
                                                         For the Three Months Ended            For the Six Months Ended
                                                              September 30,                          September 30,
                                                  ------------------  -----------------  ------------------  -----------------
                                                         1999               1998                1999               1998
                                                  ------------------  -----------------  ------------------  -----------------
Gross revenues                                          $22,753,974        $39,786,757         $52,033,857        $70,663,529
Net decrease (increase) in deferred revenues              4,223,678        (8,257,093)         (1,802,252)       (14,999,719)
                                                  ------------------  -----------------  ------------------  -----------------
Net revenues                                             26,977,652         31,529,664          50,231,605         55,663,810

Costs and expenses:
   Direct costs                                          16,878,789         18,488,090          30,668,417         31,114,212
   Service, selling, and general and administrative      12,557,798         13,235,901          25,557,750         27,412,748
   Depreciation and amortization                          1,457,331          1,137,027           2,870,678          2,411,641
                                                  ------------------  -----------------  ------------------  -----------------
Total costs and expenses                                 30,893,918         32,861,018          59,096,895         60,938,601

                                                  ------------------  -----------------  ------------------  -----------------
(Loss) from operations                                  (3,916,266)        (1,331,354)         (8,865,240)        (5,274,791)

Other income                                                257,352            347,261             510,447            517,221
                                                  ------------------  -----------------  ------------------  -----------------

(Loss) before provision for income taxes                (3,658,914)          (984,093)         (8,354,793)        (4,757,570)
Provision (benefit) for income taxes                    (1,074,841)             96,948         (2,338,456)        (1,886,489)
                                                  ------------------  -----------------  ------------------  -----------------

Net (loss)                                             ($2,584,073)       ($1,081,041)        ($6,016,337)       ($2,871,081)
                                                  ==================  =================  ==================  =================

Earnings per share:
Basic                                                       ($0.17)            ($0.07)             ($0.40)            ($0.20)
                                                  ==================  =================  ==================  =================
Diluted                                                     ($0.17)            ($0.07)             ($0.40)            ($0.20)
                                                  ==================  =================  ==================  =================

Weighted average number of shares outstanding:
Basic                                                    15,224,236         16,043,736          15,223,554         14,710,342
                                                  ==================  =================  ==================  =================
Diluted                                                  15,224,236         16,043,736          15,223,554         14,710,342
                                                  ==================  =================  ==================  =================

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                   4
<PAGE>

                     WARRANTECH CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<S>                                                                                   <C>             <C>
                                                                                           For the Six Months Ended
                                                                                                 September 30,
                                                                                      ----------------------------------
                                                                                            1999             1998
                                                                                      ---------------- -----------------

Net cash flows from operating activities                                                   $1,628,972        $2,077,053
                                                                                      ---------------- -----------------
Cash flows from investing activities:
   Property and equipment purchased                                                       (2,012,469)       (2,568,331)
   Purchase of marketable securities                                                      (2,500,000)         (205,420)
   Proceeds from sales of marketable securities                                             1,635,000           542,586

                                                                                      ---------------- -----------------
Net cash (used in) investing activities                                                   (2,877,469)       (2,231,165)
                                                                                      ---------------- -----------------
Cash flows from financing activities:
    (Increase) decrease in notes receivable                                               (1,080,993)            86,253
    Exercise of common stock options and stock grants                                           7,608           268,733
    Purchase treasury stock                                                                                 (1,732,217)
    Repayments, notes and capital leases                                                    (842,613)       (1,417,251)
                                                                                      ---------------- -----------------
Net cash (used in) financing activities                                                   (1,915,998)       (2,794,482)
                                                                                      ---------------- -----------------

Net increase (decrease) in cash and cash equivalents                                      (3,164,495)       (2,948,594)

Cash and cash equivalents at beginning of period                                           15,032,473        24,062,052
                                                                                      ---------------- -----------------
Cash and cash equivalents at end of period                                                $11,867,978       $21,113,458
                                                                                      ================ =================


Supplemental Cash Flow Information:
Cash payments for:
   Interest                                                                                  $191,673          $237,720
                                                                                      ================ =================
   Income taxes                                                                               $88,414          $980,536
                                                                                      ================ =================

Non-Cash Investing and financing activities:
    Property and equipment financed through capital leases                                   $356,746          $391,157
    Exercise of restricted common stock options                                              -                9,146,250
    Increase in loans to officers and directors                                             (272,365)        (8,169,853)



</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                        5

<PAGE>


                     WARRANTECH CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 1999
                                   (Unaudited)

1.  THE COMPANY

Warrantech,  through its wholly  owned  subsidiaries,  markets  and  administers
service  contracts  and  extended  warranties.  The  Company  is a  third  party
administrator for a variety of dealer/clients in selected  industries and offers
call center and technical computer services.  The Company assists dealer/clients
in  obtaining  insurance  policies  from  highly  rated  independent   insurance
companies for all contracts and programs offered.  The insurance company is then
responsible  for  the  cost  of  repairs  or  replacements   for  the  contracts
administered by Warrantech.

The Company operates under three major business segments:  Automotive,  Consumer
Products and  International.  The  Automotive  segment  markets and  administers
extended  warranties on  automobiles,  light trucks,  recreational  vehicles and
automotive  components.  These  products are sold  principally by franchised and
independent  automobile dealers,  leasing companies,  repair facilities,  retail
stores and financial  institutions.  The Consumer  Products  segment markets and
administers extended warranties on household appliances,  electronics and homes.
These  products  include home  appliances,  consumer  electronics,  televisions,
computers,  home office equipment and homes. These products are sold principally
by  retailers,  distributors,  manufacturers,  utility  companies  and financial
institutions.  Warrantech  also direct  markets  these  products to the ultimate
consumer  through  telemarketing  and direct mail campaigns.  The  International
segment markets and administers outside the United States predominately the same
products and services of the other business segments.  The International segment
is currently operating in the United Kingdom,  Central and South America, Puerto
Rico and the Caribbean.

The predominant  terms of the service  contracts and extended  warranties  range
from twelve (12) to eighty-four  (84) months.  The Company acts as a third party
administrator  on behalf of the  dealer/clients  and  insurance  companies.  The
actual repairs and replacements  required under the service contract  agreements
are performed by independent third party authorized repair facilities.  The cost
of these  repairs is borne by the  insurance  companies  which have the ultimate
responsibility   for  the  claims.   The  insurance   policy   indemnifies   the
dealer/clients  against  losses  resulting  from  service  contract  claims  and
protects the consumer by ensuring their claims will be paid.

The Company's  service contract  programs benefit consumers with expanded and/or
extended  product coverage for a specified period of time (and/or mileage in the
case of  automobiles  and  recreational  vehicles),  similar to that provided by
manufacturers  under  the  terms  of their  product  warranties.  Such  coverage
generally provides for the repair or replacement of the product,  or a component
thereof,  in the event of its failure.  The Company's  service contract programs
benefit the dealer/clients by providing enhanced value to the goods and services
they offer. It also provides the  opportunity  for increased  revenue and income
while  outsourcing  the costs and  responsibilities  of  operating  an  extended
warranty program.

2.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation S-X.  Accordingly,  they do not include all information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating  results for the three and six months ended  September  30,
1999 are not necessarily  indicative of the results that may be expected for the
year ending March 31, 2000. For further  information,  refer to the consolidated
financial  statements and footnotes thereto included in the Company's Form 10K/A
for the year ended March 31, 1999.

Certain prior year amounts may have been reclassified to conform to current year
presentation.


                                   6

<PAGE>

Revenue  Recognition  Policy  - The  Company's  revenue  recognition  policy  is
segregated into two distinct categories  depending on whether the Company or the
retailer/dealer  is designated as the obligor on the service  contract  sale. In
either case, a highly rated  independent  insurance  company  assumes all claims
liabilities of the service contracts administered by the Company.

Dealer  obligor  service  contracts  are sales in which the  retailer/dealer  is
designated  as  the  obligor.  For  these  service  contract  sales,  using  the
proportional  performance  method,  the  Company  recognizes  revenues in direct
proportion to the costs incurred in providing the service  contract  programs to
the  Company's   clients.   Revenues  in  amounts   sufficient  to  meet  future
administrative  costs and a reasonable gross profit thereon are deferred.  Sales
of dealer  obligor  service  contracts  are  reflected in gross  revenues net of
premiums  paid to  insurance  companies  as well as  related  sales  commissions
associated with the contracts.

Administrator  obligor  service  contracts  are  sales  in which  Warrantech  is
designated  as the  obligor.  For these  service  contract  sales,  the  Company
recognizes  revenues in accordance  with Financial  Accounting  Standards  Board
Technical  Bulletin 90-1 ("TB 90-1"),  Accounting for Separately Priced Extended
Warranty  and  Product  Maintenance   Contracts,   and  Statement  of  Financial
Accounting  Standards No. 60 ("SFAS 60"),  Accounting and Reporting by Insurance
Enterprises.  These accounting standards require the recognition of revenue over
the  life  of  the  contract  on  a  straight-line   basis,  unless  sufficient,
company-specific,  historical  evidence  indicates  that the costs of performing
services under these contracts are incurred on other than a straight-line basis.
The Company is recognizing revenue on administrative  obligor contracts based on
company specific historical claims experience over the life of the contract.

3. COMPREHENSIVE INCOME

The components of comprehensive income are as follows:

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

                                                                   For the Three Months Ended           For the Six Months Ended

                                                                         September 30,                       September 30,
                                                            ------------------------------------   ---------------------------------
                                                                  1999               1998                1999              1998
                                                            ------------------------------------   ---------------------------------
              Net (loss)                                        ($2,584,073)       ($1,081,041)       ($6,016,337)      ($2,871,081)
              Other Comprehensive Income, net of tax
                 Foreign currency translation adjustments             75,933             12,965             33,431           (7,396)
                 Unrealized gain/(loss) on investments              (10,620)            (1,422)           (19,551)           (2,555)
                                                            -----------------  -----------------   ----------------  ---------------
              Comprehensive Income (loss)                       ($2,518,760)       ($1,069,498)       ($6,002,457)      ($2,881,032)
                                                            =================  =================   ================  ===============

              The components of accumulated other comprehensive income, net of related tax, are as follows:

                                                              September 30,        March 31,
                                                                  1999               1999
                                                            ------------------------------------
              Accumulated translation adjustments                  ($67,555)         ($100,986)
              Unrealized gain/(loss) on investments                 (12,099)              7,452
                                                            -----------------  -----------------
              Accumulated other comprehensive income(loss)         ($79,654)          ($93,534)
                                                            =================  =================

</TABLE>

                                   7

<PAGE>


4.  EARNINGS PER SHARE

         The computation of earnings per share was as follows:

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

                                                                For the Three Months Ended            For the Six Months Ended
                                                                         September 30,                     September 30,
                                                            -----------------  ----------------  -----------------  ---------------
                                                                  1999               1998              1999              1998
                                                            -----------------  ----------------  -----------------  ---------------
              Numerator:
                 Net (loss) applicable to common stock          ($2,584,073)      ($1,081,041)       ($6,016,337)     ($2,871,081)
                                                            =================  ================  =================  ===============
              Denominator:
                  Average outstanding shares used in the
                  computation of per share earnings:
                    Common Stock issued-Basic shares              15,224,236        16,043,736         15,223,554       14,710,342
                    Stock Options (treasury method)                 -                 -                  -                 -
                                                            -----------------  ----------------  -----------------  ---------------
                    Diluted shares                                15,224,236        16,043,736         15,223,554       14,710,342
                                                            =================  ================  =================  ===============
              Earnings Per Common Share:
                 Basic                                               ($0.17)           ($0.07)            ($0.40)          ($0.20)
                                                            =================  ================  =================  ===============
                 Diluted                                             ($0.17)           ($0.07)            ($0.40)          ($0.20)
                                                            =================  ================  =================  ===============

</TABLE>

In a net loss position options are anti-dilutive.

5.   SEGMENTS

The Company  defines its operations  into three business  segments:  Automotive,
Consumer  Products and  International  operations.  All Other  includes  general
corporate  income  and  expenses,  inter-segment  sales and  expenses  and other
corporate assets not related to the three business segments.

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

                                                      Consumer                    Reportable
Three Months Ended                    Automotive      Products    International    Segments       All Other        Total
September 30, 1999
Revenues                               $10,740,731   $10,222,037      $2,314,243   $23,277,011     ($523,037)    $22,753,974
Pretax Income (Loss)                   (1,353,053)   (1,232,652)     (1,238,997)   (3,824,702)        165,788    (3,658,914)
Net Interest Income                         10,506        22,802           1,791        35,099        215,735        250,834
Depreciation/Amortization                  188,348       376,888         221,811       787,047        670,284      1,457,331
September 30, 1998
Revenues                               $13,064,206   $24,256,160      $4,462,994   $41,783,360   ($1,996,603)    $39,786,757
Pretax Income (Loss)                      (21,609)   (1,309,726)       (163,005)   (1,494,340)        510,247      (984,093)
Net Interest Income                          1,918        17,214          64,262        83,394        205,309        288,703
Depreciation/Amortization                  179,942       232,694         119,601       532,237        604,790      1,137,027

                                                      Consumer                    Reportable
Six Months Ended                      Automotive      Products    International    Segments       All Other        Total
September 30, 1999
Revenues                               $22,396,520   $25,388,690      $5,375,385   $53,160,595   ($1,126,737)    $52,033,857
Pretax Income (Loss)                     (983,456)   (5,721,259)     (2,160,535)   (8,865,250)        510,457    (8,354,793)
Net Interest Income                         18,477        23,313             500        42,290        426,394        468,684
Depreciation/Amortization                  370,265       730,482         437,885     1,538,632      1,332,046      2,870,678
September 30, 1998
Revenues                               $25,824,756   $40,888,988      $7,655,387   $74,369,131   ($3,705,602)    $70,663,529
Pretax Income (Loss)                     (156,522)   (4,740,535)       (323,094)   (5,220,151)        462,581    (4,757,570)
Net Interest Income                         16,147        48,132          71,739       136,018        306,265        442,283
Depreciation/Amortization                  360,909       618,503         234,445     1,213,857      1,197,784      2,411,641

</TABLE>

                                             8

<PAGE>

6. SIGNIFICANT CUSTOMERS

The  Company  had  one  significant  customer,   CompUSA,  which  accounted  for
approximately 34%, 34% and 32%, respectively, of consolidated gross revenues for
the years ended March 31, 1999, 1998 and 1997. The Company  notified  CompUSA in
May 1999 of price increases  resulting from premium  increases  imposed by CIGNA
Insurance Company. On June 28, 1999,  Warrantech received formal notification of
termination  from CompUSA  effective  July 28, 1999. The loss of CompUSA had and
will have a significant impact on current and future revenues.


                                   9

<PAGE>




                     WARRANTECH CORPORATION AND SUBSIDIARIES

ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Except for the historical  information  contained herein,  the matters discussed
below or elsewhere in this quarterly report are forward looking  statements that
involve  risks  and  uncertainties.  The  Company  makes  such  forward  looking
statements  under the  provisions  of the "safe  harbor"  section of the Private
Securities  Litigation Reform Act of 1995.  Forward looking statements are based
on  management's  beliefs  and  assumptions,  as well as  information  currently
available to management.  Such beliefs and assumptions are based on, among other
things, the Company's operating and financial  performance over recent years and
its  expectations  about its business for the current fiscal year.  Although the
Company  believes  that  the  expectations  reflected  in such  forward  looking
statements are reasonable,  it can give no assurance that such expectations will
prove to be correct. Such statements are subject to certain risks, uncertainties
and assumptions,  including (a) prevailing economic conditions may significantly
deteriorate,  thereby  reducing  the  demand  for  the  Company's  products  and
services,  (b) unavailability of technical support personnel or increases in the
rate of  turnover  of such  personnel,  reflecting  increased  demand  for  such
qualified  personnel,  (c)  changes in the terms or  availability  of  insurance
coverage for the Company's programs or (d) regulatory or legal changes affecting
the  Company's  business,  although none of these risks are  anticipated  at the
present  time.  Should one or more of these or any other risks or  uncertainties
materialize,  or should  the  underlying  assumptions  prove  incorrect,  actual
results may vary materially from those anticipated, estimated or expected.

Results of Operations

Three  Months  Ended  September  30,  1999  Compared to the Three  Months  ended
September 30, 1998

Gross  revenues for the three month period ended  September  30, 1999  decreased
$17,032,783 or 42.8% to $22,753,974  as compared with  $39,786,757  for the same
period last year. This decrease is directly attributable to decreased revenue in
the Automotive,  Consumer Products and International  business segments.  In the
Automotive  segment,  the  decrease  in revenue  was  primarily  the result of a
decline in the Company's  private label business  resulting from the termination
of a high volume/low margin account.  In the Consumer Products and International
business segments,  the decrease in revenue for the three months ended September
30, 1999 occurred from decreased sales in computer related  extended  warranties
as a result  of the  termination  of the  Company's  relationship  with its most
significant customer, CompUSA. This decrease was partially offset by an increase
in sales of home warranty  service  contracts.  During the fiscal year March 31,
1999, CompUSA accounted for approximately 34% of consolidated gross revenues.

The net decrease in deferred  revenues for the three months ended  September 30,
1999 was  $4,223,678 as compared with a net increase of $8,257,093  for the same
period last year. This current quarter decrease is directly  attributable to the
sales of service  contracts in the current  period with a service  duration over
one year being less than the  amortization  of revenues  from  previous  periods
being recognized in the current year. The year to year change is also the result
of the  increase  in  deferred  revenue  for dealer  obligor  service  contracts
necessary  to meet  future  administrative  costs to  service  these  contracts.
Lastly,  the net change in  deferred  revenue is  significantly  impacted by the
decreased  revenues  resulting from the  termination of the Company's  agreement
with CompUSA.

Direct costs, which consist primarily of insurance premiums and commissions, are
those  costs  directly  related to the  production  and  acquisition  of service
contracts  where  Warrantech  is  named  as  the  obligor.   Direct  costs  were
$16,878,789 for the three month period ended September 30, 1999 as compared with
$18,488,090  for the  comparable  period last year. The decrease in direct costs
are primarily  attributable to the  termination of the Company's  administrative
agreement with CompUSA and the  amortization  of current period  deferred direct
costs which were lower as a result of reduced revenues. This decrease was offset
slightly by a premium increase in the Automotive business segment in the current
period.

Service,  selling and general and  administrative  expenses (SG&A) for the three
months ended September 30, 1999 were  $12,557,798 as compared to $13,235,901 for
the three  months  ended  September  30,  1998.  The  decrease in SG&A  expenses
reflects the  Company's  operational  efficiency  initiatives  which include the

                                        10

<PAGE>

reengineering of its call center process and  consolidation of certain operating
and administrative  functions.  These initiatives  resulted in lower payroll and
payroll related expenses which were offset slightly by higher telephone costs.

Depreciation  and  amortization  was  $1,457,331  for  the  three  months  ended
September  30,  1999  compared to  $1,137,027  for the same period last year due
primarily to capital  additions  related to the Company's ongoing upgrade of its
computer systems.

The provision (benefit) for income taxes is based on the Company's projection of
its estimated effective tax rate for the fiscal year.

Net loss for the three months ended  September 30, 1999 was  $2,584,073 or $0.17
per  diluted  share  compared to a net loss of  $1,081,041  or $0.07 per diluted
share for the  comparable  period  last year.  This  change is the result of the
termination of the Company's  relationship  with its most  significant  customer
during the period and the other factors listed above.

Six Months Ended  September 30, 1999 Compared to the Six Months ended  September
30, 1998

Gross revenues for the six months ended September 30, 1999 decreased $18,629,672
or 26.4% to  $52,033,857 as compared with  $70,663,529  for the same period last
year.  This  decrease  is  directly  attributable  to  decreased  revenue in the
Automotive,  Consumer  Products  and  International  business  segments.  In the
Automotive segment,  the decrease in revenue was primarily the result of a sales
mix change  created by an increase in dealer  obligor  business and a decline in
the Company's  private label business  resulting from the  termination of a high
volume/low margin account.  In the Consumer Products and International  business
segments,  the decrease in revenue for the six months ended  September  30, 1999
occurred  from  decreased  sales in computer  related  extended  warranties as a
result  of  the  termination  of  the  Company's   relationship  with  its  most
significant customer, CompUSA. This decrease was partially offset by an increase
in sales of home warranty  service  contracts.  During the fiscal year March 31,
1999, CompUSA accounted for approximately 34% of consolidated gross revenues.

The net increase in deferred  revenues for the six months  ended  September  30,
1999 was $1,802,252 as compared with a net increase of $14,999,719  for the same
period last year.  These  increases  are directly  attributable  to the sales of
service  contracts in the current  period with a service  duration over one year
being greater than the  amortization  of revenues  from  previous  periods being
recognized  in the current  year.  The year to year change is also the result of
the increase in deferred revenue for dealer obligor service contracts  necessary
to meet future administrative costs to service these contracts.  Lastly, the net
change in deferred revenue is significantly  impacted by the decreased  revenues
resulting from the termination of the Company's agreement with CompUSA.

Direct costs, which consist primarily of insurance premiums and commissions, are
those  costs  directly  related to the  production  and  acquisition  of service
contracts  where  Warrantech  is  named  as  the  obligor.   Direct  costs  were
$30,668,417  for the six months  ended  September  30,  1999,  as compared  with
$31,114,212  for the six months ended September 30, 1998. The decrease in direct
costs  are  primarily   attributable   to  the   termination  of  the  Company's
administrative  agreement  with CompUSA and the  amortization  of current period
deferred  direct  costs which were lower as a result of reduced  revenues.  This
decrease was offset  slightly by a premium  increase in the Automotive  business
segment in the current period.

Service,  selling  and general and  administrative  expenses  (SG&A) for the six
months ended  September 30, 1999 were  $25,557,750,  compared to $27,412,748 for
the six months ended September 30, 1998. The decrease in SG&A expenses  reflects
the   Company's   operational   efficiency   initiatives   which   included  the
reengineering of its call center process and  consolidation of certain operating
and administrative  functions.  These initiatives  resulted in lower payroll and
payroll related expenses which were offset slightly by higher telephone costs.

Depreciation  and amortization was $2,870,678 for the six months ended September
30, 1999 compared to $2,411,641  for the same period last year  primarily as the
result of capital  additions  related to the  Company's  ongoing  upgrade of its
computer systems.

The provision (benefit) for income taxes is based on the Company's projection of
its estimated effective tax rate for the fiscal year.


                                        11

<PAGE>

Net loss for the six months ended September 30, 1999 was $6,016,337 or $0.40 per
diluted  share  compared to a net loss of  $2,871,081 or $0.20 per diluted share
for  the  comparable  period  last  year.  This  change  is  the  result  of the
termination of the Company's  relationship  with its most  significant  customer
during the period and the other factors listed above.


Liquidity and Financial Resources

The Company has ongoing  relationships  with equipment  financing  companies and
intends to continue  financing  certain future  equipment  needs through leasing
transactions.  In addition,  the Company had a revolving credit agreement with a
bank which originally provided for maximum aggregate borrowings up to $1,500,000
with interest at the bank's  prevailing prime rate or LIBOR plus 2% that expired
on December 31, 1999. The Company is presently in  negotiations  to replace this
line of  credit.  Although  it is  anticipated  that this will be  completed  by
February 2000, no assurances can be given this will be accomplished.  During the
fiscal  years  ended  March  31,  1998  and 1999  the  Company  did not have any
borrowings under this line of credit.

Cash provided by operating  activities during the six months ended September 30,
1999 was $1.6  million as  compared to $2.1  million  during  1998.  For the six
months ended  September  30, 1999 and  September 30, 1998 these amounts were not
sufficient for the Company to fund its regular  operating  needs  primarily as a
result of  capital  expenditures  and the  repayments  on capital  leases  which
amounted to $2.8 million in 1999 and $4.0  million in 1998.  The Company has now
substantially  completed its  investment in information  and  telecommunications
technology.  Capital  spending is  continuously  reviewed and subject to change,
however the Company does not expect to continue  these  levels of  expenditures.

Cash flow from current  operations and its equipment financing  arrangements are
expected to be sufficient to meet its foreseeable liquidity and capital resource
needs.

On July 6, 1998,  Joel San Antonio,  Warrantech's  Chairman and Chief  Executive
Officer,  and William Tweed and Jeff J. White, members of the Warrantech's Board
of Directors, exercised 3,000,000 of their vested options to purchase Warrantech
common stock.  Promissory  notes totaling  $8,062,500  were signed with interest
payable over three years at an annual interest rate of 6%. The promissory notes,
which are with  recourse and secured by the stock  certificates  issued,  mature
July 5, 2001. An additional  promissory  note was signed by Joel San Antonio for
$595,634 on March 22, 1999 which  represents  the amounts  funded by the Company
with  respect  to his  payroll  taxes for the  exercise  of these  options.  The
exercise  of these  stock  options and the  anticipated  tax  benefit  from this
transaction total approximately $10 million. These amounts have been recorded as
a  contra-equity  account,  which is a reduction of  stockholders'  equity.  The
Company is  currently in  discussions  with the Messrs.  San Antonio,  Tweed and
White to  renegotiate  the payment terms of the notes.  The payment of interest,
which was due July 6,  1999,  has been  deferred  pending  finalization  of such
discussions.

The  effect of  inflation  has not been  significant  to the  Company  since its
formation.

Year 2000

The Company has addressed the business,  financial,  technical,  legal and other
implications  related to the various Year 2000 date issues. A comprehensive Year
2000 program was put into place during fiscal 1998 and executed through December
31, 1999. The primary goal of the Year 2000 program was to implement the changes
needed  to  answer  functionality  in the Year  2000,  as cost  effectively  and
expeditiously  as possible.  As of January 10, 2000, the Company  experienced no
significant interruptions from any computer hardware, software or other business
operations.


                                        12

<PAGE>



PART II. Other Information

Item 1.       Legal Proceedings

              Not applicable

Item 2.       Changes in Securities

              Not applicable.

Item 3.       Defaults Upon Senior Securities

              Not applicable.

Item 4.       Submission of Matters to Vote of Security Holders

              Not applicable.

Item 5.       Other Information

              Not applicable.

Item 6 (a)                 Exhibits

               (27)        Financial Data Schedule

Item 6 (b)                 Reports on 8-K

          Report on Form 8-K reporting item 5 dated July 15, 1999 filed July 30,
          1999

          Report on Form 8-K reporting item 5 dated August 25, 1999 filed August
          27, 1999

          Report  on Form 8-K  reporting  item 5 dated  September  9 1999  filed
          September 10, 1999

          Report on Form 8-K/A  reporting  item 5 dated  September 8, 1999 filed
          September 10, 1999

          Report on Form 8-K/A  reporting  item 5 dated  August  25,  1999 filed
          September 14, 1999


                                        13

<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                      WARRANTECH CORPORATION



                                      By:  /s/ Joel San Antonio
                                          ------------------------------------
                                          Joel San Antonio - Chairman of the
                                          Board and Chief Executive Officer
Date:  January 14, 2000



                                       By:  /s/ Richard F. Gavino
                                          ------------------------------------
                                          Richard F. Gavino - Executive Vice
                                          President and Chief Financial Officer

Date:  January 14, 2000




                                        14