UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-Q

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


For the Quarterly Period Ended                  June 30, 1997                 

                                       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 June 30, 1997   
Common stock, par value $.007 per share               13,295,031 shares


                WARRANTECH CORPORATION AND SUBSIDIARIES

                               JUNE 30, 1997
                                (Unaudited)


                                  I N D E X


                                                                       Page No.
PART I  -  Financial Information:


       Item 1.  Financial Statements:


       Condensed Consolidated Balance Sheet at June 30, 1997 (Unaudited)
        and March 31, 1997....................................            3


       Condensed Consolidated Statement of Operations
        For the Three Months Ended June 30, 1997
        and 1996 (Unaudited) .................................            4


       Condensed Consolidated Statement of Cash Flows
        For the Three Months Ended June 30, 1997
        and 1996 (Unaudited) .................................            5


       Notes to Condensed Consolidated Financial Statements ..            6


      Item 2.  Management's Discussion and Analysis of
       Financial Condition and Results of Operations .........            8



PART II  - Other Information                                             10

Signatures ................................................              11



<TABLE>

                                                            Page 2

                    WARRANTECH CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                   A S S E T S
                                                            June 30,      March 31,
                                                       -------------------------------
                                                       -------------    --------------
                                                            1997             1997
                                                       -------------    --------------
                                                        (Unaudited)    
<S>                                                 <C>               <C>
Current Assets:
Cash and cash equivalents                              $21,395,619      $  17,031,925

Investments in marketable securities                       268,860            286,099
  
Accounts receivable, (net of allowances of $419,516
and $300,328, respectively)                             29,402,135         23,290,035
   

 
Other receivables, net                                   3,463,214          3,874,451
Income tax receivable                                         -               115,064
Prepaid expenses and other current assets                1,963,880          1,633,699
                                                      -------------    --------------
   Total Current Assets                                 56,493,708         46,231,273
                                                      -------------    --------------




Property and Equipment - Net                            10,751,603         10,111,193
                                                      -------------    --------------


Other Assets:
Excess of cost over fair value of assets acquired
  ( net of accumulated amortization of
    $3,760,881 and $3,637,233, respectively)             3,527,751          3,651,400

Deferred income taxes                                    1,856,743          2,009,941
Investments in marketable securities                     2,051,492          2,041,001
Restricted cash                                            800,000            800,000


Split dollar life insurance policies                       875,542            865,542

Notes receivable - long-term                                13,127             42,076
                                                    
Collateral security fund                                   199,389            199,389
Other assets                                               112,961            172,440
                                                     -------------     --------------

          Total Other Assets                             9,437,005          9,781,789
                                                     -------------     --------------
 
                    Total Assets                       $76,682,316        $66,124,255
                                                     =============     ==============

LIABILITIES AND COMMON STOCKHOLDERS' EQUITY                  June 30,          March 31,     
                                                               1997              1997
                                                          ---------------    --------------
                                                            (Unaudited)
Current Liabilities:
Current maturities of long-term debt and capital lease    
obligations                                               $ 1,807,900        $  1,997,835

Insurance premiums payable                                 27,496,610          19,602,290
Income taxes payable                                          244,116               -
 
Accounts and commissions payable                            7,590,404           5,261,867
Legal settlements payable                                   1,400,000           1,635,000
Accrued expenses and other current liabilities              2,800,332           4,132,113
                                                         ---------------     --------------
   Total Current Liabilities                               41,339,362          32,629,105
                                                         ---------------     --------------

Deferred Revenues                                           5,397,411           5,019,190
                                                         ---------------     --------------

Long-Term Debt and Capital Lease Obligations                2,486,119           2,491,786
                                                         ---------------     --------------
Deferred Rent Payable                                         684,814             702,233
                                                         ---------------     --------------






 Common Stockholders' Equity:
   Common stock - $.007 par value
     Authorized   - 30,000,000 shares
     Issued  - 13,295,031 shares
      at June 30, 1997 and 13,261,636 shares
      at March 31, 1997                                       91,096             90,911
   Additional paid-in-capital                             13,171,753         13,033,185
   Unrealized loss on investments, net                        (4,264)    
                                                                                 (1,563)
   Accumulated translation adjustments                        31,863             16,544
   Retained earnings                                      14,042,005         12,714,914
                                                          ---------------    --------------
                                                          27,332,453         25,853,991
Less:  Deferred compensation                                 (62,024)           (78,231)
Treasury stock - at cost, 100,000 shares
   at June 30, 1997 and 100,000 shares at
   March 31, 1997                                           (493,819)          (493,819)
                                                          ---------------    --------------
        Total Common Stockholders' Equity                 26,776,610         25,281,941
                                                          ---------------    --------------
 
    Total Liabilities and Common Stockholders'  Equity   $76,682,316        $66,124,255
                                                         ===============    ==============


See accompanying notes to condensed consolidated financial statements.
 
</TABLE>                                                                        
<TABLE>


                                                            WARRANTECH CORPORATION AND SUBSIDIARIES

                                                        CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                                          (Unaudited)


                                                                                           For the Three Months Ended
                                                                                                    June 30,
                                                                                   -----------------------------------------
                                                                                          1997                   1996
                                                                                   ------------------     ------------------
<S>                                                                                 <C>                <C>
Gross revenues                                                                         $53,327,030        $36,000,025
Revenues deferred to future periods                                                       (558,208)          (461,229)
Deferred revenues earned                                                                   149,049             93,528
                                                                                   ------------------     ------------------

Net revenues                                                                            52,917,871         35,632,324
                                                                                   ------------------     ------------------

Costs and expenses:
   Direct costs                                                                         38,945,085         26,173,699
   Service, selling, and general and administrative                                     11,206,101          7,410,636
   Provision for bad debt expense                                                          108,674             41,156
   Depreciation and amortization                                                           725,956            519,889
                                                                                   ------------------     ------------------
 
Total costs and expenses                                                                50,985,816         34,145,380
                                                                                   ------------------     ------------------

Income from operations                                                                   1,932,055          1,486,944
                                                                                   ------------------     ------------------
 
Gain on sale of equity joint venture                                                          -             1,876,480
Other income                                                                               197,379            103,021
                                                                                   ------------------     ------------------

Income before provision for income taxes                                                 2,129,434          3,466,445
Provision for income taxes                                                                 802,230          1,347,210
                                                                                   ------------------     ==================
 Net Income                                                                           $  1,327,204       $  2,119,235
                                                                                   ==================     ==================

Earnings per share:
   Primary                                                                                 $.09               $.16
   Fully Diluted                                                                           $.08               $.15

Weighted average number of shares outstanding:
   Primary                                                                              15,543,323         13,644,452
   Fully Diluted                                                                        15,661,561         13,709,869



                                                      See accompanying notes to condensed consolidated financial statements.
</TABLE>
<TABLE>        
                                                                     WARRANTECH CORPORATION AND SUBSIDIARIES

                                                                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                   (Unaudited)


                                                                                                 For the Three Months
                                                                                                    Ended June 30,
                                                                                    ----------------------------------------------
                                                                                             1997                     1996
                                                                                    ---------------------    ---------------------
<S>                                                                                 <C>                       <C> 
 Net cash provided by (used in) operating activities                                    $ 5,619,796              $  2,613,571
                                                                                    ---------------------    ---------------------

 Cash flows from investing activities:
    Purchase of property and equipment                                                (     900,886)           (     361,363)
    Investment in marketable securities                                               (       1,016)           (     126,678)
    Proceeds from sale of marketable securities                                                 -                    100,000
                                                                                    ---------------------    ---------------------
 Net cash provided by (used in) investing activities                                  (     901,902)           (     388,041)
                                                                                    ---------------------    ---------------------

 Cash flows from financing activities:
     (Increase) decrease in notes receivable                                                 28,949                    2,736
    Repayments of borrowings                                                          (     521,902)          (      400,244)
    Proceeds from exercise of common stock options                                          138,753                      -
                                                                                    ---------------------    ---------------------
 Net cash provided by (used in) financing activities                                  (     354,200)          (      397,508)
                                                                                    ---------------------    ---------------------

 Net increase (decrease) in cash and cash equivalents                                     4,363,694                1,828,022

 Cash and cash equivalents at beginning of period                                        17,031,925               11,859,487
                                                                                    ---------------------    ---------------------

 Cash and cash equivalents at end of period                                             $21,395,619              $13,687,509
                                                                                    =====================    =====================

 Supplemental Cash Flows Information:

    Cash Payments for the Periods:

       Interest                                                                     $       60,249           $       78,601
                                                                                    =====================    =====================
       Income taxes                                                                 $      222,185           $    1,769,725
                                                                                    =====================    =====================

 Noncash Investing and Financing Activities:

 Gain on sale of investment in joint venture                                        $          -             $   1,876,480
 Purchase of preferred stock                                                                   -                 6,420,363
 Note issued in connection with purchase of preferred stock                                    -                 2,395,960
 Capital lease obligations incurred                                                       323,600                  434,649

                                                      See accompanying notes to condensed consolidated financial statements.
</TABLE>


                    WARRANTECH CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 1997
                                  (Unaudited)




1.  THE COMPANY

         Warrantech, through its wholly-owned subsidiaries, Warrantech 
Automotive, Inc., Warrantech Consumer Product Services, Inc., Warrantech Help 
Desk, Inc., Warrantech Direct, Inc., Warrantech Home Service Company and 
Warrantech International, Inc., provides outsourcing of business services 
through call center services and technical computer services and markets and 
administers service contract programs for retailers, distributors and 
manufacturers of automobiles, homes, home appliances, home entertainment 
products, computers and peripherals, and office and communication equipment, 
in the United States, Puerto Rico, Mexico, Canada, Caribbean, South America,
Central America and the United Kingdom. Additionally, third-party 
administrative services are provided to manufacturers of consumer and 
automotive products and other business entities requiring such services.  The
predominant terms of the contracts and manufacturers' warranties range from 
twelve (12) to eighty-four (84) months.


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 quarter ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the year ending 
March 31, 1998.  For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Form 10-K for the 
year ended March 31, 1997.








                             

3.  JOINT VENTURE


         In July, 1993, the Company and American International Group Inc. 
         ("AIG") formed a corporate joint venture, Techmark Services Ltd. 
         ("Techmark" or the "Joint Venture")owned fifty-one percent (51%) by 
         AIG and forty-nine percent (49%) by the Company.

         In conjunction with the foregoing alliance, in October, 1993, AIG 
         purchased, for a price of $6,430,000, options and a special issue of 
         preferred stock which was convertible into an issue of new shares of 
         common stock which, subsequent to its issuance, would be equivalent to
         twenty percent (20%) of the Company's issued and outstanding common 
         stock.  Under the terms of the purchase agreement, AIG had the right 
         to purchase an increased interest in the Company, to a maximum of 
         thirty percent (30%) of the Company's issued and outstanding common 
         stock, if certain operating goals were achieved by the Company.

         On April 18, 1996, the Company and AIG consummated an agreement for 
         the termination of the Techmark Joint Venture (the "Agreement").  
         Under the terms of the Agreement, AIG agreed to purchase the Company's
         forty-nine (49%) interest in the Joint Venture for approximately 
         $3.8 million and the Company agreed to repurchase the 3,234,697
         shares of convertible preferred stock held by AIG for its original 
         redemption value of $6,430,000 and further relinquish their rights to 
         other options under the original agreement.  As a result of this 
         transaction, the Company no longer has any investment in or liability 
         to the Joint Venture and will no longer record any equity in the 
         operations of the Joint Venture.  The redemption value will be offset 
         by the amount due the Company from the sale of its investment, with 
         the net amount due AIG of $2,395,960 resulting in a three year, 
         non-interest bearing note payable in 11 equal quarterly installments 
         of $205,000 commencing June 30, 1996 with a final installment of 
         $140,960 due March 1999.  In the event of default by the Company under
         the note payable, the Company would be required to reissue to AIG 
         preferred stock for the remaining amount due at the default date.

         At March 31, 1996, the Company's carrying value of its investment 
         amounted to $1,885,674 which  resulted in a gain on the sale of the 
         investment of $1,876,480, recognized in the first quarter of fiscal 
         1997.

         Also, as part of the agreement, AIG paid the Company $1,480,000 
         related to amounts due the Company as of March 31, 1996, under its 
         profit sharing arrangement.  In connection with this payment, the 
         Company issued an irrevocable letter of credit to the benefit of AIG
         through December 2002 which can be drawn upon by AIG in the event the 
         ultimate profit sharing amount due the Company is less than the amount
         previously paid.  It is anticipated that no amounts will be due AIG 
         under the letter of credit.





                      WARRANTECH CORPORATION AND SUBSIDIARIES 

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

Results of Operations

Gross revenues for the three month periods ended June 30, 1997 and 1996 were 
$53,327,030 and $36,000,025, respectively, representing an increase of 48%.  
The gross revenues attributable to consumer product and automotive programs 
reflect increases of approximately $8 million related to new business and 
$9 million related to volume increases with existing customers and renewals.  
Warrantech Europe contributed approximately $2  million of the increase in new 
business to consolidated gross revenues vs the same period a year ago.

The net increase in deferred revenues for the three month period ended 
June 30, 1997 as compared with the same period a year ago is directly 
attributable to the increased number of service contracts sold with a service 
period greater than one year during the current period offset in part by the 
amounts earned on expiring contracts during the same period.  The Company 
recognizes revenues in direct proportion to the costs incurred in providing the
service contract programs and defers an amount sufficient to meet future 
administrative costs and a reasonable gross profit thereon.

Direct costs are those costs directly related to the production and acquisition 
of service contracts. Direct costs were $38,945,085 for the three month period
ended June 30, 1997 as compared to $26,173,699 for the three month period 
ended June 30, 1996.  The increase is directly attributable to the volume 
increases in contracts sold and also reflect a shift in the mix of business.

Service, selling, general and administrative expenses for the three month 
period ended June 30, 1997 amounted to $11,206,101 as compared with $7,410,636 
for the three month period ended June 30, 1996.   These increases are related 
to payroll, payroll related and training costs arising from an increase in head 
count to meet the service requirements associated with the increased number of 
service contracts being sold, and start-up costs associated with Warrantech 
Help Desk and Warrantech Home Services of approximately $600,000.

In April 1996, the Company and its joint venture partner, AIG, agreed to 
terminate the joint venture, Techmark Services Ltd., effective January 1, 1996. 
Under the terms of the agreement, AIG agreed to purchase the Company's
forty-nine percent (49%) investment in the joint venture for $3,762,154.  As of
March 31, 1996, the Company's carrying value of the joint venture investment 
amounted to $1,885,674 which resulted in a gain recognized in the three month
period ended June 30, 1996 amounting to $1,876,480.

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

Net income for the three month period ended June 30, 1997 was $1,327,204 or 
$.09 based on the weighted average primary shares as compared with $2,119,235 
or $.16 per share calculated on the same basis a year ago.  The earnings per 
share for the three month period ended June 30, 1996 includes the effect of the
gain on the sale of the joint venture of $.08 per share.

Liquidity and Financial Resources

The Company has an ongoing relationship with an equipment financing company and
intends to continue financing certain future equipment needs through leasing 
transactions.  The total amount financed through leasing transactions during 
the three month period ended June 30, 1997 amounted to $323,600. The Company 
has a line of credit with a bank which provides for a maximum aggregate 
borrowing up to $10 million.  The line of credit is secured by certain accounts 
receivable and has been renewed and now expires on August 31, 1997.  At
June 30, 1997, the Company did not have any borrowing under the line of credit.

The Company believes that internally generated funds will be sufficient to 
finance its current operations for at least the next twelve months.  Cash 
provided by operations during the three month period ended June 30, 1997 
amounted to $5,619,796 which is principally attributable to new accounts as 
compared with comparable levels of accounts receivable at June 30, 1996.

Management believes that there are significant opportunities for growth through
acquisitions in the business services industry.  In order to take full 
advantage of such opportunities a Mergers and Acquisitions team has been formed.
While there can be no assurance that any transactions will materialize, to the 
extent that capital resources are required in connection with any proposed 
transaction, the Company believes that it will be able to meet its needs 
through a combination of available cash on hand, borrowings against its 
available bank credit line, and additional third-party financing.  Based on 
discussions with third parties, the Company believes such funding will be
available to the Company if needed on acceptable terms, although such 
availability cannot be assured.

In connection with the sale of the Company' joint venture interest to AIG, the
Company agreed to repurchase 3,234,697 shares of convertible exchangeable 
preferred stock held by AIG at their redemption value of $6,430,000.  This 
amount was offset by the amount due the Company for the sale of its investment,
with the net amount due AIG of $2,395,960 resulting in a three year, 
non-interest bearing note payable.  The note is payable in 11 equal quarterly 
installments of $205,000 commencing June 30, 1996, with a final installment of
$140,960 due March 1999.  Also, as part of the agreement, AIG agreed to pay
the Company $1,480,000 related to amounts due the Company under its profit
sharing arrangement.  In connection with this payment, the Company issued an 
irrevocable letter of credit to the benefit of AIG through December 31, 2002 
which can be drawn against by AIG in the event that the ultimate profit sharing
amount due the Company is less than the amount paid.  It is anticipated that no 
amounts will be due AIG under this letter of credit.

The effects of inflation have not been significant to the Company since its 
formation.




PART II. Other Information


Item 1.       Legal Proceedings

              A.   No material developments regarding litigation have occurred 
              since March 31, 1997.  For further information, refer to the 
              consolidated financial statements and footnotes thereto included 
              in the Company's Form 10-K for the year ended March 31, 1997.

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

              (11)   Statement re: computation of per share earnings.
              (27)   Financial Data Schedule

Item 6 (b)    Reports on 8-K

              None.






                          
                              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               



                                        S/N/S  Joel San Antonio
                                                                             
                                  Joel San Antonio - Chairman of the Board
                                  (Chief Executive Officer)


Date:   August   , 1997


                                        S/N/S  Harris Miller
                                                                              
                                  Harris Miller
                                  (Chief Financial Officer)


Date:   August    , 1997