SecProbe.io

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Mail Stop 4561
      July 22, 2005

Mr. Richard F. Gavino
Executive Vice President and Chief Financial Officer
Warrantech Corporation
2200 Highway 121, Suite 100
Bedford, TX 76021

	RE:	Warrantech Corporation
		Form 8-K
		Filed July 21, 2005
            	File No. 0-13084

Dear Mr. Gavino:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After reviewing this information, we may or may not raise
additional comments.

      	Please understand that the purpose of our review
process
is to assist you in your compliance with the applicable
disclosure
requirements and to enhance the overall disclosure in your
filing.
We look forward to working with you in these respects.  We
welcome
any questions you may have about our comments or on any other
aspect of our review.  Feel free to call me at the telephone
number
listed at the end of this letter.

Form 8-K filed July 21, 2005

1. We note that your current auditors Weinick Sanders Leventhal
&
Co., LLP advised you that they will cease to perform audit
services
for the company on or before August 1, 2005.  Please file a
separate Form 8-K on the date their resignation becomes
effective.
Include a letter from the former accountants addressing the
revised
disclosures.

2. In the second Form 8-K state whether the former accountant
resigned, declined to stand for re-election or was dismissed,
and
the specific date, as required by Item 304(a)(1)(i) of
Regulation
S-K.

3. In the second Form 8-K, please include all of the information
required by Item 304(a)(1)(iii) of Regulation S-K.

      We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934  that they have provided all information
investors require for an informed investment decision.  Since
the
company and its management are in possession of all facts
relating
to a company`s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of
the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the
staff
of the Division of Corporation Finance in our review of your
filing
or in response to our comments on your filing.

	Please provide the information requested above within five
business days from the date of this letter.  The information
should
be filed as correspondence on EDGAR.

      Any questions regarding the above should be directed to me
at
(202) 551-3432.

								Sincerely,

								William H. Demarest
								Staff Accountant
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Mr. Richard F. Gavino
Warrantech Corporation
July 22, 2005
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