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 December 31, 1995

                                        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 December 31, 1995
---------------------------------------       ----------------------------------
Common stock, par value $.007 per share                13,070,552 shares



<PAGE>


                          WARRANTECH CORPORATION AND SUBSIDIARIES
                                  DECEMBER 31, 1995
                                     (Unaudited)


                                      I N D E X
                                  

                                                                        Page No.
PART I  -  Financial Information


              Item 1.  Financial Statements:


                Condensed Consolidated Balance Sheet at December 31, 1995
                (Unaudited) and March 31, 1995.........................     3


                Condensed Consolidated Statement of Operations
                   For the Nine and Three Months Ended December 31, 1995
                   and 1994 (Unaudited) ...............................     4


                Condensed Consolidated Statement of Cash Flows
                   For the Nine Months Ended December 31, 1995
                   and 1994 (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                                               11

Signatures .............................................................   13

                                         Page 2


<PAGE>



                     WARRANTECH CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                   A S S E T S
                                                      December 31,         March 31,
                                                          1995               1995
                                                     --------------     --------------
                                                       (Unaudited)
<S>                                                  <C>               <C>
Current Assets:
  Cash and cash equivalents                          $  7,871,491      $   3,039,361
  Investment in marketable securities                     633,917            472,344
  Accounts receivable, net                             27,982,460         12,705,664


  Other receivables                                     7,417,202          8,599,198
  Prepaid expenses
     and other current assets                           1,072,530          1,065,062
                                                     --------------     --------------
          Total Current Assets                         44,977,600         25,881,629
                                                     --------------     --------------







Property and Equipment - Net                            6,181,015          2,865,910
                                                     --------------     --------------





Other Assets:
  Deferred income taxes                                 1,154,399          1,029,083
  Excess of cost over fair value of assets acquired
     - net of accumulated amortization of
     $3,024,853 and $2,723,429, respectively            4,121,655          3,850,724
  Insurance escrow fund - administrative costs            199,389            199,389

  Certificates of deposit and cash trust fund -  
   restricted                                             700,000            500,000
  Receivable from insurance company - long-term           505,606            505,606
  Investments in marketable securities                  1,375,316          2,671,507
  Notes receivable - long-term                            318,305            290,125
  Split dollar life insurance policies                    805,111            698,338
  Investment in and advances to joint venture           1,885,673          2,880,921
  Other assets                                            479,194            485,314

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

          Total Other Assets                           11,544,648         13,111,007
                                                     --------------     --------------

          Total Assets                                $62,703,263        $41,858,546
                                                     ==============     ==============


          See accompanying notes to condensed consolidated financial statements.


LIABILITIES AND STOCKHOLDERS' EQUITY

                                                      December 31,        March 31,
                                                          1995              1995
                                                     --------------    --------------
                                                       (Unaudited)
Current Liabilities:
  Current maturities of long-term debt and
     capital lease obligations                       $   580,359       $    205,200
  Income taxes payable                                 1,995,399          1,010,878
  Insurance premiums payable                          22,248,328          9,230,377
  Accounts and commissions payable                     4,549,427          2,641,843
  Accrued expenses and other current liabilities       1,695,316          1,725,348
                                                     --------------    --------------
          Total Current Liabilities                   31,068,829         14,813,646
                                                     --------------    --------------

Deferred Revenues                                      3,669,565          2,470,449
                                                     --------------    --------------
Long-Term Debt and Capital Lease Obligations             916,314            293,648
                                                     --------------    --------------

Deferred Rent Payable                                    437,711            440,245
                                                     --------------    --------------

Convertible Exchangeable
  Preferred Stock - $.0007 par value
     Authorized, issued
            and outstanding - 3,234,697 shares
     (Redemption value - $6,430,000)                   6,420,363          6,396,795
                                                     --------------    --------------
  Preferred Stock - $.0007 par value
     Authorized                  - 11,765,303 shares
     Issued and outstanding - none                          -                 -
                                                     --------------    --------------
Common Stockholders' Equity:
  Common stock - $.007 par value
     Authorized                   - 30,000,000 shares
     Issued and outstanding - 13,070,552 shares
     and 13,045,302 shares, respectively                  89,294             89,117

     Additional paid-in-capital                       12,161,080         12,097,507
  Net unrealized loss on investments, net of income
    taxes of $72,545 and $27,089, respectively       (   134,727)       (    42,370)                          
  Retained earnings                                    8,329,144          5,472,039
                                                     --------------    --------------
                                                      20,444,791         17,616,293
   Less:  Deferred compensation                      (    24,688)       (    23,438)
          Treasury stock - at cost 57,000 shares
          and 41,000 shares, respectively            (   229,622)       (   149,092)


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

         Total Common Stockholders' Equity            20,190,481         17,443,763
                                                     --------------    --------------

  Total Liabilities and Common Stockholders' Equity  $62,703,263      $  41,858,546
                                                     ==============    ==============

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

                                               Page 3
<PAGE>


                     WARRANTECH CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          For the Nine Months Ended         For the Three Months Ended
                                                                December 31,                        December 31,
                                                       ----------------------------------------------------------------
                                                           1995               1994              1995           1994
                                                       -------------      ------------      -----------    -----------


<S>                                                   <C>                <C>             <C>              <C>
Gross revenues                                         $78,764,862        $51,684,943     $34,830,265      $20,384,794

Net (increase) decrease in deferred revenues              (956,184)          (524,392)       (433,420)        (181,859)
                                                       ------------       ------------    ------------      -----------
Net revenues                                            77,808,678         51,160,551      34,396,845       20,202,935
                                                       ------------       ------------    ------------      -----------

Costs and expenses:
   Direct costs                                         51,922,009         33,214,823      24,102,334       13,824,556
   Service, selling, and general and administrative     18,700,520         14,099,538       7,230,661        4,725,400
   Bad debt expense                                        157,865            275,543          20,409          270,830
   Depreciation and amortization                           914,701          1,082,188         262,959          362,270
                                                       ------------       ------------    ------------     ------------

Total costs and expenses                                71,695,095         48,672,092      31,616,363       19,183,056
                                                       ------------       ------------     -----------     ------------

Income from operations                                   6,113,583          2,488,459       2,780,482        1,019,879
                                                       ------------       ------------     -----------     ------------

Other income (expenses):
   Interest and dividend income                            414,993            418,996         262,918          247,379
   Interest expense                                    (    63,039)    (       61,183)     (   21,946)     (    19,829)
   Other                                               (     5,654)    (        8,022)          4,849           23,612
   Equity in operations of joint venture               (   957,748)           235,223      (   10,155)             -
                                                       ------------       -------------   -------------    ------------
Total other income (expenses)                          (   611,448)           585,014         235,666          251,162
                                                       ------------       -------------   -------------    ------------

Income before provision for income taxes                 5,502,135          3,073,473       3,016,148        1,271,041
Provision for income taxes                               2,617,363            882,312       1,389,339          238,345
                                                       -------------      -------------   -------------    ------------
Net Income                                            $  2,884,772        $ 2,191,161    $  1,626,809     $  1,032,696
                                                       =============      =============   =============    ============

Earnings per share:

  Primary                                                 $.18                $.14            $.10             $.07
                                                          ====                ====            ====             ====

  Fully Diluted                                           $.17                $.13            $.09             $.06
                                                          ====                ====            ====             ====

Weighted average number of shares outstanding:

  Primary                                             15,724,944          15,541,772       15,770,697      15,869,763

  Fully Diluted                                       16,941,129          16,884,343       16,943,919      16,903,528

See accompanying notes to condensed consolidated financial statements.

</TABLE>
                                                      Page 4


<PAGE>


                     WARRANTECH CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                        For the Nine Months
                                                                                        Ended December 31,
                                                                          ----------------------------------------------
                                                                                  1995                     1994
                                                                          ---------------------    ---------------------
<S>                                                                        <C>                      <C>
 Net cash provided by operating activities                                  $  7,633,949             $  3,569,732
                                                                          ---------------------    ---------------------

 Cash flows from investing activities:
    Purchase of property and equipment                                      (  3,854,521)           (     932,245)
    Proceeds from sale of equipment                                                -                       23,446
    Maturity of certificates of deposit                                            -                       27,000
    Investment in marketable securities                                     (    948,602)                     -
    Proceeds from sale of marketable securities                                1,730,612                  457,602
    Purchase of Home Guarantee Corporation PLC, net of cash
       acquired                                                             (    680,923)                     -
    Investment in joint venture                                                    -                 (  1,143,318)
                                                                          ---------------------    ---------------------
 Net cash used in investing activities                                      (  3,753,434)            (  1,567,515)
                                                                          ---------------------    ---------------------

 Cash flows from financing activities:
    Proceeds from borrowings                                                     805,821                      -
    Repayments of borrowings                                                (    954,638)           (     251,451)
    Proceeds from sale/leaseback of equipment                                  1,146,642                      -
    Increase in notes receivable                                            (     28,180)           (     979,722)
    Purchase of treasury stock                                              (     80,530)                     -
    Issuance of common stock                                                      62,500                  125,000
                                                                         ---------------------    ---------------------
 Net cash (used in) provided by financing activities                             951,615             (  1,106,173)
                                                                         ---------------------    ---------------------

 Net increase in cash and cash equivalents                                     4,832,130                  896,044

 Cash and cash equivalents at beginning of period                              3,039,361                5,024,282
                                                                         ---------------------    ---------------------

 Cash and cash equivalents at end of period                                   $7,871,491              $ 5,920,326
                                                                         =====================    =====================

 Supplemental Cash Flows Information:

    Cash Payments for the Periods:

       Interest                                                            $    39,763              $     61,183
                                                                         =====================    =====================
       Income taxes                                                         $1,570,450               $   464,363
                                                                         =====================    =====================

       See accompanying notes to condensed consolidated financial statements.
</TABLE>
                                                                          Page 5

<PAGE>


                WARRANTECH CORPORATION AND SUBSIDIARIES

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            
                          DECEMBER 31, 1995
                             (Unaudited)




1.  THE COMPANY

Warrantech Corporation, (the "Company"), through its subsidiaries Warrantech 
Consumer Product Services, Inc. ("WCPS"), Warrantech Automotive, Inc. ("WAUTO"),
Warrantech Direct, Inc. ("Direct") and Warrantech International, Inc. markets 
and administers service contract programs for retailers, distributors and 
manufacturers of automobiles, recreational vehicles, automotive components, 
home appliances, home entertainment products, computers and peripherals, and 
office and communication equipment worldwide.  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 manufacturer's warranties range from 
three (3) to eighty-four (84) months.

The  Company  assists  the  dealer-clients  of both WCPS and WAUTO in  obtaining
insurance  coverage that  indemnifies the clients against losses  resulting from
service  contract claims and protects the consumer by ensuring that their claims
will be paid.  Additionally,  the Company and the insurer have  agreements  that
provide  eligibility for the Company to participate in the profits  generated by
the  programs  and for the  Company to provide  administrative  services  to the
insurer with regard to the programs.

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  December  31, 1995 are not
necessarily  indicative  of the results that may be expected for the year ending
March 31, 1996. 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, 1995.








                                     Page 6


<PAGE>


3.  JOINT VENTURE


Following is the summarized unaudited financial information of Techmark Services
Limited  ("Techmark"),  a 49%  owned  joint  venture  of the  Company  which  is
accounted for under the equity method:


                                               December 31,         March 31, 
                                                  1995                1995
                                          -------------------   ----------------

Current Assets                                $ 9,849,879        $ 6,033,375
Total Assets                                   11,551,155          7,291,722

Current Liabilities                             5,198,087          3,045,517
Noncurrent Liabilities and Equity               6,353,068          4,246,205




                                                For the Nine Months ended
                                                       December 31,
                                          --------------------------------------
                                               1995                  1994
                                          ------------------- ------------------

Net Revenues                               $ 1,580,535          $47,427,465
Net (Loss) Income                          $(1,954,588)         $   597,127


The loss from the joint  venture for the nine months ended  December 31, 1995 is
principally  the result of continued  start-up  expenses  related to  Techmark's
operations in Japan.


                                     Page 7

<PAGE>


                     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 nine  months  ended  December 31, 1995 and 1994 were
$78,764,862 and $51,684,943, respectively,  representing an increase of 52%. The
gross revenues  attributable to consumer product  programs reflect  increases of
approximately  $11 million related to new business,  approximately  $4.1 million
related to volume increases with existing  customers and renewals,  and one time
gains of approximately  $3.0 million  resulting from the accession of portfolios
from  new  customers.   Automotive   related  revenues   reflect   increases  of
approximately  $3.1 million resulting from new customers and approximately  $5.9
million related to increased volumes and new programs with existing customers.

Gross  revenues for the three month period ended December 31, 1995 and 1994 were
$34,830,265 and $20,384,794, respectively,  representing a 71% increase over the
comparable  period a year ago.  This  increase is directly  attributable  to new
customers,  a gain of  approximately  $2.5 million  from the  accession of a new
customer  portfolio,   new  automotive  programs  and  increases  with  existing
customers.

The net increase in deferred revenues for the nine and three month periods ended
December  31, 1995 is the direct  result of the  increased  volume of  contracts
processed in the respective  periods  including amounts deferred with respect to
the accession of portfolios of business in the second and third quarter  periods
of fiscal 1996.

Direct costs are those costs directly  related to the production and acquisition
of service contracts. Direct costs were $51,922,009 and $24,102,334 for the nine
and three month periods ended December 31, 1995, respectively,  as compared with
$33,214,823 and $13,824,556 for the comparable  periods ended December 31, 1994.
The  increases  in  direct  costs for the nine and three  months  periods  ended
December 31, 1995 are principally the result of the volume increase in contracts
processed and to a lesser degree a higher level of premium  reflecting  improved
coverages on selected programs.

Service,  selling and general and administrative expenses for the nine and three
months  periods  ended  December  31,  1995  were  $18,700,520  and  $7,230,661,
respectively, as compared with $14,099,538 and $4,725,400 for the nine and three
month periods ended December 31, 1994. The increase is directly  attributable to
increases in sales related costs, payroll and payroll related costs arising from
increased  head count to meet volume  increases.  As a  percentage  of revenues,
service,  selling, and general and administrative  expenses have decreased which
is  indicative  of the  improved  functional  expense  controls  implemented  by
management.

The provision  for bad debts results from the  write  off of accounts considered
uncollectible at December  31, 1995 and 1994, respectively. 

                                      Page 8


<PAGE>


The  reduction in  depreciation  and  amortization  for the nine and three month
periods ended December 31, 1995 is the result of the reduction in fiscal 1995 of
the remaining  goodwill  related to the  acquisition  of Dealer Based  Services,
Inc., offset in part by increased  depreciation resulting from capital additions
related to the Company's ongoing upgrade of its computer systems.

"Equity in operations of joint venture"  represents  the Company's  share of net
income (loss) of the operations of Techmark UK and Techmark Japan.  The loss for
the nine  months  ended  December  31,  1995 is the  result  of  start-up  costs
associated with the operations in Japan and the recognition of costs  associated
with the decision to scale back the UK operations  this fiscal year.  During the
third  quarter  of fiscal  1996,  Techmark  Japan  entered  into a number of new
contracts to provide  administrative  services. As a result, the initial revenue
generated by these new contracts contributed to a decline in the level of losses
arising from the joint venture for the three months ended December 31, 1995.

Liquidity and financial Resources

The primary  source of liquidity  during the nine months ended December 31, 1995
was cash  generated  by  operations.  Funds were  utilized  for working  capital
requirements,  capital expenditures related to the Company's ongoing information
systems upgrade project and the purchase of Home Guarantee PLC during the second
quarter of fiscal 1996.

On December  12,  1995,  the Company  completed  the  sale/leaseback  of certain
computer equipment  resulting in proceeds of $1,146,642.  It is anticipated that
future  additions  of computer  equipment  will be financed  through  additional
sale/leaseback  transactions.  In  addition,  on  December  21, 1995 the Company
completed  an  agreement  to  increase  its line of  credit  with a bank from $1
million to $10 million,  $6.5 million  committed and $3.5 million  standby.  The
line of credit is secured by certain accounts receivable and expires on July 31,
1996. It is  anticipated  that the line of credit will be extended to July 1997.
At December 31, 1995,  the Company did not have any borrowing  under the line of
credit.

In January 1996, the Company commenced  discussions with American  International
Group ("AIG") the purpose of which is to reach an agreement  that will result in
a comprehensive  restructuring of the relationship  between the Company and AIG.
Although these  discussions are at an early stage, it is contemplated that these
discussions  will address the Techmark  joint  venture,  AIG's  preferred  stock
interest  in  the  Company,  and  contingent  commissions  and  other  fees  and
commissions  due the Company from AIG. Both AIG and the Company have agreed that
their  business  relationship  in the  United  States  under  which AIG  insures
automotive  service  programs,  and for which the Company is the  administrator,
will continue.  Pursuant to the terms of the Company's agreement with AIG, under
certain  conditions,  AIG has the option to convert its preferred stock interest
into an 8%  subordinated  note, in the principal  amount of  $6,430,000,  with a
maturity date that is ten years from the date of issuance,  or 3,234,697  shares
of the Company's  common stock.  The Company's cash  investment in, and advances
to, the joint venture



                                     Page 9


<PAGE>


amounted to  approximately  $3.8  million and the  Company  has  receivables  of
approximately $2.0 million  representing  contingent  commissions and other fees
and  commissions  due from AIG to the  Company at  December  31,  1995.  AIG has
indicated  that it wants to  resolve  all of these  matters  as part of a single
comprehensive resolution.  At this early phase of the discussions,  the ultimate
effect of a resolution of these matters  cannot be  determined,  however,  it is
management's  opinion that,  regardless of the outcome of its  discussions  with
AIG, the Company's overall liquidity will not be negatively affected.

The Company  believes  that  internally  generated  funds will be  sufficient to
finance its current operations for at least the next twelve months.

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

































                                           Page 10


<PAGE>



PART II. Other Information

Item 1.       Legal Proceedings

              A.   The Oak Agency, Inc. et al v. Warrantech Dealer Based 
                   Services, Inc. Case No. 91 C 6677, filed in the United 
                   States District Court for the Northern District of
                   Illinois. Oak Agency, Inc. ("Oak") previously filed a
                   Motion seeking permission to file an Amended Complaint to
                   add additional defendants as well as new claims against
                   all defendants in the lawsuit.  On January 5, 1996, the
                   Court issued an Order denying Plaintiff's Motion to add
                   Warrantech Corporation, Joel San Antonio and William Tweed
                   as defendants.  The Court also rejected Oak's attempts to
                   add new claims for alleged tortuous interference with
                   Oak's business relationships. The Court allowed Oak to add
                   Warrantech Dealer Based Services, Inc., a Connecticut
                   corporation and Warrantech Automotive, Inc., a Connecticut
                   corporation, which the Court noted was probably
                   unnecessary as WDBS is merely Automotive's predecessor in
                   name.

              B.   No material  developments  regarding litigation have occurred
                   since March 31, 1995,  except as  disclosed  above and in the
                   Company's Form 10-Q for the quarter ended September 30, 1995.
                   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, 1995.

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

              At the Company's  Annual Meeting of Shareholders  held on November
              14,  1995,  the  shareholders'  elected the  following to serve as
              directors until the next Annual Meeting of Shareholders  and until
              their successors are duly elected and qualified.

                                               For                     Withheld
              Joel San Antonio              8,660,866                  131,399
              William Tweed                 8,660,866                  131,399
              Jeffrey J. White              8,659,311                  132,954
              William Rueger                8,659,386                  132,879
              Michael J. Salpeter           8,659,186                  133,079
              Kurt R. Schwamberger          8,593,781                  198,484
              Jo Ann Duarte                 8,657,866                  134,399
              Lawrence Richenstein          8,660,741                  131,524


                                                     Page 11



<PAGE>


              At a meeting of the Board of Directors  immediately  following the
              Annual  Meeting  of  Shareholders,  Jo Ann  Duarte  resigned  as a
              Director and Joseph Umansky was appointed as a Director.

Item 5.       Other Information

              None


Item 6 (a)    Exhibits

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

Item 6 (b)     Reports on 8-K

               None.

























                                     Page 12


<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



                                           S/N/S Joel San Antonio

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


Date: February 14, 1996


                                           S/N/S Bernard J. White

                                              Bernard J. White
                                         (Chief Financial Officer)


Date:  February 14, 1996










                                     Page 13

<PAGE>