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

                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549
                                     ___________

                                      FORM 10-Q

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

                         For the quarter ended March 31, 1997

                            Commission file number 0-13124

                             COVER-ALL TECHNOLOGIES INC.
                (Exact name of registrant as specified in its charter)

               Delaware                           13-2698053
     (State or other jurisdiction       (I.R.S. Employer Identification No.)
     of incorporation or organization)                                      

                  18-01 Pollitt Drive, Fair Lawn, New Jersey  07410
     (Address of principal executive office)                (Zip Code)

                                    (201) 794-4800
                 (Registrant's telephone number, including area code)


     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 
                                                         ---        ---


                    Number of shares outstanding at May 12, 1997:

             16,720,297 shares of Common Stock, par value $.01 per share.

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

     <PAGE>
                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                       INDEX TO FORM 10-Q FOR THE QUARTER ENDED

                                    March 31, 1997


                                                                      Page No.
                                                                      --------


     PART I - FINANCIAL INFORMATION

          Item 1 - Financial Statements

                    Consolidated Balance Sheets
                    March 31, 1997 and December 31, 1996. . . . . .      2 - 3

                    Consolidated Statements of Operations
                    Three Months Ended March 31, 1997 and 1996. . .          4

                    Consolidated Statements of Cash Flows
                    Three Months Ended March 31, 1997 and 1996. . .      5 - 6

                    Notes to Consolidated Financial Statements. . .     7 - 10

          Item 2 - Management's Discussion and Analysis of
                      Financial Condition and Results of 
                      Operations. . . . . . . . . . . . . . . . . .    11 - 12


     PART II - OTHER INFORMATION  . . . . . . . . . . . . . . . . .         12


     SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . .         13

     <PAGE>      
     
                             PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                             CONSOLIDATED BALANCE SHEETS



                                                 MARCH 31,    DECEMBER 31,
                                                   1997           1996
                                                -----------   ------------ 
                                                (UNAUDITED)     (AUDITED)
                                                 
     ASSETS

     Current assets:

       Cash and cash equivalents . . . . . .   $ 2,465,340    $   446,672

       Accounts receivable, less allowance
        for doubtful accounts of $76,969 and
        $43,870  . . . . . . . . . . . . . .     1,032,632      1,585,398

       Prepaid expenses  . . . . . . . . . .       371,799          7,161
                                               -----------    -----------

         Total current assets  . . . . . . .     3,869,771      2,039,231
                                               -----------    -----------

     Property and equipment, at cost:

       Furniture, fixtures and equipment . .     2,623,040      3,072,706


       Less accumulated depreciation . . . .    (2,273,002)    (2,662,713)
                                               -----------    -----------

         Property and equipment -- net . . .       350,038        409,993
                                               -----------    -----------

     Software license, less amortization of
      $1,000,000 and $750,000  . . . . . . .     4,000,000      4,250,000
                                               -----------    -----------


     Capitalized software, less amortization
      of $1,209,688 and $1,005,964 . . . . .     1,274,226      1,477,950
                                               -----------    -----------

     Other assets  . . . . . . . . . . . . .        63,848         66,181
                                               -----------    -----------
                                               $ 9,557,883    $ 8,243,355
                                               ===========    ===========

                                      -2-
     <PAGE>

                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                       CONSOLIDATED BALANCE SHEETS (Continued)


                                                 MARCH 31,     DECEMBER 31,
                                                    1997           1996
                                                -----------    ------------
                                                (UNAUDITED)     (AUDITED)
                                                
     LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:

       Accounts payable  . . . . . . . . . . . $   779,467    $   536,172

       Accrued liabilities . . . . . . . . . .   1,406,470      1,614,612

       Unearned revenue  . . . . . . . . . . .   1,033,132      1,181,575
                                               -----------    -----------

          Total current liabilities  . . . . .   3,219,069      3,332,359
                                               -----------    -----------


     Convertible debentures  . . . . . . . . .   3,000,000             --
                                               -----------    -----------


     Commitments and contingencies (Note 5)  .

     Stockholders' equity:

       Common stock, $.01 par value;
       authorized 30,000,000 shares,
       issued 17,352,783 and 17,351,883 shares     173,528        173,519

       Capital in excess of par value  . . . .  27,272,075     27,258,352

       Accumulated deficit . . . . . . . . . . (21,539,582)   (19,953,668)

       Treasury stock at cost -- 633,986
        shares . . . . . . . . . . . . . . . .  (2,567,207)    (2,567,207)
                                               -----------    -----------


         Total stockholders' equity  . . . . .   3,338,814      4,910,996
                                               -----------    -----------

                                               $ 9,557,883    $ 8,243,355
                                               ===========    ===========
     See accompanying notes.

                                      -3-
     <PAGE>

                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (unaudited)


                                                  THREE MONTHS ENDED
                                                       MARCH 31,
                                               --------------------------
                                                   1997           1996
                                               -----------    -----------
     Revenues:
       Licenses  . . . . . . . . . . . . . . . $    73,976    $   205,001
       Maintenance . . . . . . . . . . . . . .     586,860        507,104
       Professional services . . . . . . . . .     221,878        407,998
                                                ----------    -----------
                                                   882,714      1,120,103
                                                ----------    -----------
                                                
     Costs and expenses:
       Cost of sales . . . . . . . . . . . . .   1,306,390        461,256
       Research and development  . . . . . . .          --        789,375
       Sales and marketing . . . . . . . . . .     351,929        118,159
       General and administrative  . . . . . .     810,309        549,319
                                               -----------    -----------
                                                 2,468,628      1,918,109
                                               -----------    -----------

     Net loss  . . . . . . . . . . . . . . . . $(1,585,914)   $  (798,006)
                                               ===========    ===========
     Net loss per share  . . . . . . . . . . . $     (0.09)   $     (0.07)
                                               ===========    ===========

     Weighted average number of common shares
       outstanding . . . . . . . . . . . . . .  16,717,994     10,964,669
                                               ===========    ===========



     See accompanying notes.

                                      -4-
     <PAGE>

                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (unaudited)


                                                      THREE MONTHS ENDED
                                                           MARCH 31,
                                                  --------------------------
                                                      1997          1996
                                                  -----------    -----------
     Cash flows from operating activities:
      Net loss from continuing operations         $(1,585,914)   $  (798,006)
      Adjustments to reconcile net loss 
       to net cash used for operating 
       activities:
       Depreciation                                    58,519         67,988
       Amortization of capitalized software
        and software license                          453,724        168,189
       Compensation expense related to 
        issuance of stock options                      12,157             --   
       Accounts receivable                            552,765     (2,205,305)
       Income taxes receivable                             --      2,300,000
       Prepaid expenses                              (364,638)      (529,672)
       Other assets                                     2,333       (562,858)
       Accounts payable                               243,295        279,717
       Accrued liabilities                           (208,142)       222,054
       Unearned revenue                              (148,442)       (89,405)
                                                  -----------    -----------
     Net cash used for continuing operating
       activities                                    (984,343)    (1,147,298)
                                                  -----------    -----------
       Decrease in net liabilities of 
         discontinued operations                           --     (1,670,028)
                                                  -----------    -----------
     Net cash used for discontinued operating
       activities                                          --     (1,670,028)
                                                  -----------    -----------
     Net cash used for operating activities          (984,343)    (2,817,326)
                                                  -----------    -----------

     Cash flows from investing activities:
      Capital expenditures                              1,436             --   
      Capital software expenditures                        --       (108,787)
                                                  -----------    -----------
      Net cash provided from (used for) 
        investing activities                            1,436       (108,787)
                                                  -----------    -----------
     Cash flows from financing activities:
      Proceeds from the sale of convertible
        debentures                                  3,000,000             -- 
      Net proceeds from issuance of 
        common stock                                    1,575      3,098,780
                                                  -----------    -----------
     Net cash provided from financing 
       activities                                   3,001,575      3,098,780
                                                  -----------    -----------
       Change in cash and cash equivalents          2,018,668        172,667

     Cash and cash equivalents beginning of
       period                                         446,672      1,576,745
                                                  -----------    -----------
     Cash and cash equivalents end of period      $ 2,465,340    $ 1,749,412
                                                  ===========    ===========

                                     -5-
     <PAGE>

                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                     (unaudited)


     Supplemental disclosures of noncash investing and financing activities 
     in 1996:

     Financing:
     ---------
     The Company in connection with the discontinuance of ISD issued Common
     Stock and Warrants for $6,978,340 as a result of the restructuring
     agreement.  (See Note 3.)

     Investing:
     ---------
     The Company acquired a software license from Care by issuing Common Stock
     valued at $5,000,000.  (See Note 4.)





     See accompanying notes.

                                      -6-
     <PAGE>

                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     NOTE 1 - GENERAL

     For a summary of significant accounting policies, refer to Note 1 of Notes 
     to Consolidated Financial Statements included in Cover-All Technologies 
     Inc. (the "Company") Annual Report on Form 10-K for the year ended 
     December 31, 1996.  While the Company believes that the disclosures
     presented are adequate to make the information not misleading, these
     consolidated financial statements should be read in conjunction with the
     consolidated financial statements and the notes thereto included in the
     Company's latest annual report.  Certain amounts for the prior year have
     been reclassified to conform with the current period's financial statement
     presentation.  The financial statements include on a consolidated basis the
     results of all subsidiaries.  All material intercompany transactions have
     been eliminated.

     In the opinion of management, the accompanying consolidated financial 
     statements include all adjustments which are necessary to present
     fairly the Company's financial position as of March 31, 1997 and December
     31, 1996 and the results of operations for the three-month periods ended
     March 31, 1997 and 1996, and the cash flows for the three-month periods
     ended March 31, 1997 and 1996.  Such adjustments are of a normal and
     recurring nature.  The results of operations for the three-month period
     ended March 31, 1997 are not necessarily indicative of the results to be
     expected for a full year.


     NOTE 2 - CONVERTIBLE NOTES & DEBENTURES


               On March 14, 1997, the Company obtained $750,000 in bridge
     financing through the sale of 12 1/2% Convertible Notes to three major
     stockholders.  The principals and accrued interest on the bridge financing
     was repaid in full on March 31, 1997 out of the proceeds from the financing
     discussed below.

               On March 31, 1997, the Company issued $3,000,000 of 12 1/2%
     Convertible Debentures (the "Debentures") to an institutional investor at
     face value.  The Debentures are immediately convertible, in whole or in
     part, into shares of the Company's Common Stock at a conversion price of
     $1.25 per share, subject to adjustment, and mature on March 31, 2002. 
     Interest is payable quarterly.  The Debentures contain certain covenants
     which restrict the Company's ability to incur debt, grant liens, pay
     dividends or other restricted payments and make investments and
     acquisitions.  The Company cannot redeem the Debentures for two years and
     thereafter may call the Debentures only if the closing price of the
     Company's Common Stock exceeds $1.50 for the twenty days preceding the
     redemption date.  A portion of the proceeds from the issuance were used 
     to repay the bridge financing.  The remaining net proceeds are being used 
     for working capital purposes.


     NOTE 3 - DISCONTINUED OPERATIONS 

               In March 1996, the Company entered into a series of agreements
     which provided for the transfer and discontinuance of its Insurance
     Services Division ("ISD") operations and the issuance of the Company's
     Common Stock and Warrants to certain customers of the ISD business in
     exchange for the release of the Company from its obligations to provide
     insurance services to ISD customers and to The Robert Plan Corporation in
     exchange for the settlement and dismissal of two lawsuits with The Robert
     Plan Corporation.  Effective March 1, 1996 the Company discontinued
     providing insurance processing services to the automobile insurance
     industry and reflected those activities as discontinued operations in its
     Financial Statements.

               As part of the restructuring transactions ("the Restructuring"),
     the Company transferred certain assets, employees, contracts and leased
     premises relating to its ISD business to a subsidiary of The Robert Plan
     Corporation, which replaced the Company as the provider of insurance
     services to the ISD customers.  In exchange for settling the lawsuits,

                                      -7-
     <PAGE>

     releasing the Company's obligations to provide insurance services under its
     contracts and executing mutual release, the Company issued to certain of
     the ISD customers and certain parties to the litigation: (a) a total of
     3,256,201 shares of the Company's Common Stock, (b) five-year Warrants to
     purchase up to an additional aggregate of 1,553,125 shares of the Company's
     Common Stock at $2.00 per share and (c) cash of $2.5 million.  The holders
     of these securities can request the Company to register these securities
     with such registration costs to be paid by the Company.  The Company had
     the option, exercisable for a period of six months, to (i) purchase 50% of
     the aforementioned 3,256,201 shares at a cash price equal to the greater of
     $3.00 or 50% of the then market price of a share of the Company's Common
     Stock and (ii) acquire 50% of the 1,553,125 Warrants at a cash price equal
     to $1.00 per Warrant.  On March 31, 1996, the Company assigned its
     aforementioned repurchase option applicable to the Company's Common Stock
     and Warrants to Software Investments Limited ("SIL"). SIL subsequently
     exercised all of the options to purchase the Company's Common Stock and
     Warrants as discussed in Note 4.  As a result of the issuance of shares
     described in Note 4, the antidilution provisions of the warrants required
     an adjustment of shares to 1,725,694 from 1,553,125 and a price adjustment
     to $1.80 from $2.00 per share.  Further, as a result of the issuance of
     the 12 1/2% Convertible Debentures discussed in Note 2, the Warrants 
     required an adjustment to the number of shares purchasable to 902,979 and 
     the exercise price to $1.72 per share.


     NOTE 4 - SALE OF STOCK AND WARRANTS

               On March 31, 1996, the Company entered into a series of
     transactions with Software Investment Limited ("SIL") and Care Corporation
     Limited ("Care") whereby the Company:

               (A) sold to SIL for total proceeds of $3,022,391: (i)  1,412,758
     shares of the Company's Common Stock for $2.00 per share and (ii) five-year
     warrants to purchase an aggregate of 196, 875 shares of the Company's
     Common Stock exercisable at $2.00 per share for $1.00 per warrant
     ($196,875).

               (B) assigned to SIL the rights it retained in the Restructuring
     (see Note 3) to repurchase within six months 1,628,100 shares of the
     Company's Common Stock for the greater of $3.00 per share or 50 percent of
     the then market price of the Company's Common Stock and its rights to
     purchase from the warrant holders for $1.00 per share five-year warrants to
     acquire 776,562 shares of the Company's Common Stock at $2.00 per share. As
     a result of the issuance of the above mentioned shares, the antidilution
     provisions of the Warrants required an adjustment from 776,562 shares at
     $2,00 per share to 862,847 shares at $1.80 per share.  Further, as a 
     result of the issuance of the 12 1/2% Convertible Debentures discussed in 
     Note 2, the Warrants required an adjustment to the number of shares 
     purchasable to 206,152 and the exercise price to $1.91 per share.

               On May 1, 1996, SIL acquired 1,628,100 shares of the Company's
     Common Stock at $3,00 per share, and at $1.00 per Warrant, 862,847 Warrants
     to acquire 862,847 shares of the Company's Common Stock at $1.80 per share.
     SIL exercised these Warrants on May 6, 1996, resulting in the Company
     receiving $1,553,124 in additional equity.

               In addition, on March 31, 1996, the Company was granted by Care
     the exclusive license for the Care software for use in the workers'
     compensation and group health claims administration markets in Canada,
     Mexico and Central South America.  In exchange for this license, the
     Company issued to Care 2,500,000 shares of the Company's Common Stock.  The
     agreement was revised on March 14, 1997 and the Company engaged Care as its
     exclusive sales agent for a monthly fee of $10,000 against commissions of
     20%.  Depending upon the level of revenue reached, the Company will have
     the right to repurchase portions of the shares issued to Care at $.01 per
     share based upon the level of revenues actually achieved.  Under certain
     circumstances, based upon aggregate net sales in excess of $10 million from
     a maximum of two separate sales during such three-year period, the Company
     may be required to grant Care five-year warrants to buy an additional
     1,000,000 shares of the Company's Common Stock at $2.00 per share.

                                      -8-
     <PAGE>

                           COVER-ALL TECHNOLOGIES INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     NOTE 5 - LITIGATION

               In March 1994, Material Damage Adjustment Corporation ("MDA"), a
     subsidiary of The Robert Plan Corporation and a subcontractor for the
     Company performing claims processing work, instituted an action in the
     Superior Court of New Jersey seeking injunctive relief requiring that the
     Company turn over to MDA in excess of $1 million that the Company had
     withheld from certain claims fees allegedly owed to MDA. This action arose
     out of the Company's servicing contract with the Market Transition Facility
     of New Jersey ("MTF").  The Company had withheld the funds as a set off to
     cover unpaid invoices for data processing services rendered by the Company
     for MDA. MDA also added a claim for approximately $2.5 million of surcharge
     fees paid to the Company by the MTF.  The MTF was brought into the case to
     resolve disputes between MTF and MDA over refunds of claims fees paid on
     claims later closed without payment ("CWP's).  The Company vigorously
     contested MDA's claims and asserted counterclaims against MDA to establish
     the Company's entitlement to the disputed sums.

               In May 1994, the Company filed an action in the Superior Court of
     New Jersey against Lion Insurance Company, National Consumer Insurance
     Corporation and The Robert Plan Corporation seeking payment of unsatisfied
     invoices under an April 1991 agreement totalling approximately $2.7
     million.  Under the agreement, the Company agreed to provide data
     processing services for a three-year term in support of Lion Insurance
     Company's "depopulation pool" automobile insurance business in New Jersey. 
     Lion Insurance Company is a subsidiary of The Robert Plan Corporation whose
     affiliate, National Consumer Insurance Corporation, has taken over the
     "depopulation pool" business.  The Robert Plan Corporation guaranteed
     Lion's performance and payment.

               On March 1, 1996, the two lawsuits described above were settled
     as part of the overall settlement with certain of the Company's insurance
     services customers.  (See Note 3.)

               On February 2, 1995, Sol M. Seltzer commenced an action in the
     Supreme Court of New York against Mr. Krieger, the then Chairman of the
     Board and former President of the Company, and each of the other then
     members of the Board of Directors.   The plaintiff, Sol M. Seltzer, who
     purported to sue derivatively on behalf of the Company and COVER-ALL,
     sought among other things, compensatory damages in an amount to be
     determined at trial and punitive damages in an aggregate amount of $12
     million.  Sol M. Seltzer was a vice-president of the Company and a director
     of COVER-ALL until he resigned from such positions in late 1994.  The
     plaintiff alleged, among other things, breach of fiduciary duty, waste and
     mismanagement, as well as alleged wrongful acts by the Board and the former
     President, including among other things, self-dealing and misuse of
     corporate funds by the former President.  The Company, and the other
     defendants, contested Mr. Seltzer's claims and on July 23, 1996 won a
     motion to dismiss the case.  Mr. Seltzer attempted to file a notice of
     appeal from the order of dismissal, but failed to do so in a timely manner.
     He has since motioned the court to recognize his notice of appeal and it is
     anticipated that the court will rule on such motion in the near future.

               On February 6, 1995, the Company commenced an action in the
     Superior Court of New Jersey against Sol M. Seltzer, a former vice
     president of the Company and a director of COVER-ALL, alleging fraud,
     mismanagement, negligent misrepresentation and breach of fiduciary duty
     with respect to the development and implementation of COVER-ALL'S TAS 2000
     software product. The Company claimed compensatory and punitive damages in
     an amount to be determined at trial. The case was largely inactive pending
     the motion to dismiss Seltzer's New York action.  After the dismissal of
     the New York case brought by Seltzer, the Company voluntarily dismissed the
     New Jersey case without prejudice.

               In addition to the above lawsuits, the Company is named as
     defendant in a number of legal actions arising from its operations.  All of
     these actions have been considered in establishing liabilities.  Management
     and its legal counsel are of the opinion that these actions will not have a
     material adverse effect on the Company's financial position or results of
     operations. 

                                      -9-
     <PAGE>

                          COVER-ALL TECHNOLOGIES INC.
                               AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     NOTE 6 - INCOME TAXES

               For 1997 and 1996, no income tax benefit relative to the
     Company's operating losses has been reflected in the Statement of
     Operations.  A valuation allowance was provided equal to the tax benefit
     that the loss generated, since the realization of such benefit would be
     dependent upon achieving future operating profits which cannot be
     reasonably assured.


     NOTE 7 - NET LOSS PER SHARE

               Net loss per share is based on the weighted average number of
     common shares and, where applicable, common share equivalents outstanding
     during the period.  In February 1997, the Financial Accounting Standards
     Board issued Statement No. 128, "Earnings per Share."  The Statement is
     designed to simplify the computation of earnings per share and is effective
     for year ends after December 15, 1997.  Due to the Company's operating
     losses, the inclusion of certain shares from options, warrants and
     Debentures have had an antidilutive effect on the calculation of loss per
     share and thus have been excluded.  As a result, the impact of the new
     pronouncement on the loss per share calculation is not expected to be
     material when it is implemented.

                                      -10-
     <PAGE>

                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES


     ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

               Total revenues for the three months ended March 31, 1997 were
     $882,714 as compared to $1,120,103 for the same period in 1996.  Licenses
     fees were $73,976 for the three months ended March 31, 1997 compared to
     $205,001 in the same period in 1996 as a result of fewer new contracts
     being signed in the first quarter of 1997.  For the three months ended
     March 31, 1997, maintenance revenues were $586,860 compared to $507,104 in
     the same period of the prior year due to increased fees to customers and an
     increased customer base.  Professional services revenue contributed 
     $221,878 in the three months ended March 31, 1997 compared to $407,998 in
     the first quarter of 1996 as a result of the completion of modifications
     for the one major TAS 2000 customer in 1996. Total Classic revenues were
     $832,713 for the three months ended March 31, 1997 as compared to $735,003
     for the three months ended March 31, 1996.  Total TAS 2000 revenues were
     $50,001 for the three months ended March 31, 1997 as compared to $385,100
     for the three months ended March 31, 1996.

               Cost of sales increased to $1,306,390 for the three months ended
     March 31, 997 as compared to $461,256 for the same period in 1996 as a
     result of significant increases in capitalized software and license fees
     amortization, and compensation expense relating to the dedication of staff
     to maintenance and professional services.

               No research and development expenses were recorded for the three
     months ended March 31, 1997 compared to $789,375 for the same period in
     1996 as a result of completion of several modules of the TAS 2000 product
     line and significant staff reductions in the development group.  Future
     development of additional TAS 2000 modules will be customer driven.

               Sales and marketing expense increased to $351,929 in the three
     months ended March 31, 1997 as compared to $118,159 in the same period of
     1996 due to an increased marketing and sales effort to improve the market
     share of all the Company's product lines.  The Company is now utilizing
     distributors and outside consultants to market its products.

               General and administrative expenses increased to $810,309 in the
     first quarter of 1997 from $549,319 for the three months ended March 31,
     1996 due to costs in connection with the securing of the Convertible Notes
     and Convertible Debentures, and additional corporate related issues.
     
               The Company is working toward continued growth in 1997 and
     beyond.  In the Classic line, the Company is positioned to increased market
     share as a result of completion of the project making it Windows 95
     compliant and maintaining the strengths upon which its current market
     acceptance is based.  A nationwide sales force is being recruited to market
     the Classic product line. 

               The TAS 2000 product line offers a complete set of policy
     administration applications development products.  The TAS 2000 products 
     are being marketed in both the domestic marketplace and in the United 
     Kingdom, through systems integrators.

               The Company is also marketing the Care software in Canada.

               The preceding forward-looking statements (as such term is defined
     in the Private Securities Litigation Reform Act) are subject to the
     occurrence of certain contingencies which may not occur in the time frames
     anticipated or otherwise, and, as a result, could cause actual results to
     differ materially from such statements.  The Company's outlook for fiscal
     1997, including expected changes in revenues, earnings, margins, and sales
     mix, is based on recent buying trends, continued improvements in operations
     and the anticipation of new products being introduced on schedule.  All of
     these factors might be affected by increased competition, customer
     decisions, delays in productivity programs and new product introductions,
     and other business factors beyond the Company's control.

                                      -11-
    <PAGE>

                           COVER-ALL TECHNOLOGIES INC.
                                AND SUBSIDIARIES


     ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS


     Liquidity and Capital Resources
     -------------------------------

               On March 31, 1997, the Company sold $3,000,000 of 12 1/2%
     Convertible Debentures due March 2002 (the "Debentures") to an
     institutional investor.  The Debentures were sold at face value, pay
     interest quarterly and are convertible, in whole or in part, into shares of
     Common Stock of the Company at $1.25 per share, subject to adjustment.  The
     Debentures contain certain covenants which restrict the Company's ability
     to incur indebtedness, grant liens, pay dividends or other defined
     restricted payments and make  investments and acquisitions. The Company
     cannot redeem the Debentures for two years and thereafter may only call the
     Debentures if the closing price of the Company's Common Stock for the
     twenty business days preceding the redemption date exceeds $1.50.  The net
     proceeds from this financing will be used for working capital purposes.

               At March 31, 1997, the Company had working capital of $650,705 as
     compared to working capital of $208,690 at March 31, 1996. The improvement
     in working capital was due to the payment of certain liabilities related to
     the discontinued operations and securing the Debentures discussed above.

               At this time the Company does not anticipate having to make any
     significant investment in software development.  The Company believes that
     the proceeds from the sale of the Debentures, its current cash balances and
     anticipated cash flows from continuing operations will be sufficient to
     meet normal operating needs for the continuing COVER-ALL business in 1997.

                              PART II - OTHER INFORMATION


     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits.
               --------

               27.  Financial Data Schedule.

          (b)  Reports on Form 8-K.
               -------------------

               The Company filed a Form 8-K on January 7, 1997 under Item 5 to
               reflect the resignation of Harvey Krieger as a director of the
               Company effective as of December 31, 1996.  The Company filed a
               Form 8-K on March 24, 1997 under Item 5 to reflect the
               announcement of the closing of a $750,000 bridge financing, the
               appointment of a new Chief Executive Officer, the election of two
               new directors and the amendment of the terms of certain software
               licensing and related agreements.  The Company also filed a Form
               8-K on April 14, 1997 under Item 5 to reflect the closing of $3
               million of permanent financing through the sale of its 12 1/2%
               Convertible Debentures, due March 31, 2002 to Tandem Capital,
               Inc. and the resignation of four directors and the appointment of
               one new director.

                                      -12-
     <PAGE>

                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                                      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.

                                              COVER-ALL TECHNOLOGIES INC.




     May 20, 1997                             By: /s/ Brian Magowan
                                                 -----------------------
                                                 Brian Magowan
                                                 Chairman and Chief
                                                 Executive Officer



     May 20, 1997                             By: /s/ Mark D. Johnston
                                                 -----------------------
                                                 Mark D. Johnston
                                                 Chief Financial Officer

     <PAGE>

                             EXHIBIT INDEX



          Exhibit                  Description
          -------                  -----------

            27               Financial Data Schedule