Exhibit 31.2

                  CERTIFICATION BY THE CHIEF FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Gavino, certify that:

I have reviewed the annual report on Form 10-K/A of Warrantech  Corporation (the
"Registrant") for the period ended March 31, 2003 (the "Annual Report").

Based on my knowledge,  this Annual Report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this Annual Report.

Based on my knowledge, the financial statements, and other financial information
included in this Annual  Report,  fairly  present in all  material  respects the
financial  condition,  results of operations and cash flows of the Registrant as
of, and for, the periods presented in this Annual Report.

The  Registrant's   other   certifying   officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

      (a)  Designed  such  disclosure  controls  and  procedures  to ensure that
material  information  relating to the  Registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this Annual Report is being prepared;

      (b) Evaluated the  effectiveness of the Registrant's  disclosure  controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
Annual Report (the "Evaluation Date"); and

      (c)   Presented  in  this  Annual   Report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date.

The Registrant's  other certifying  officers and I have disclosed,  based on our
most recent evaluation,  to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent function):

      All  significant  deficiencies  in the  design or  operation  of  internal
controls  which  could  adversely  affect  the  Registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
Registrant's auditors any material weaknesses in internal controls; and

      Any fraud,  whether or not  material,  that  involves  management or other
employees who have a significant role in the Registrant's internal controls.

The Registrant's  other certifying  officers and I have indicated in this Annual
Report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.


Date: July 2, 2004                  /s/ Richard Gavino
                                    ---------------------------------------
                                    Richard Gavino
                                    Executive Vice President,
                                    Chief Financial Officer,
                                    Chief Accounting Officer, and Treasurer


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