<PAGE>

                                  UNITED STATES

                       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 quarterly period ended  June 30, 2001   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 of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)


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


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

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 and 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 August 6, 2001:

          15,181,172 shares of Common Stock, par value $.01 per share.

<PAGE>

<TABLE>
<CAPTION>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
----------------------------------------------------------------------------------------------------------

INDEX TO FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2001.
----------------------------------------------------------------------------------------------------------


PART I:  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

<S>                                                                                               <C>
     Consolidated Balance Sheets as of June 30, 2001 (Unaudited)
     and December 31, 2000 (Audited)...............................................................   3

     Consolidated Statements of Operations for the three and six
     months ended June 30, 2001 and 2000 (Unaudited)...............................................   5

     Consolidated Statements of Cash Flows for the six
     months ended June 30, 2001 and 2000 (Unaudited)...............................................   6

     Notes to Consolidated Financial Statements (Unaudited)........................................   7

ITEM 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations..................................................  13

ITEM 3.  Qualitative and Quantitative Disclosures About
              Market Risk..........................................................................  15

PART II: OTHER INFORMATION.........................................................................  16

SIGNATURES    .....................................................................................  17

</TABLE>


                                                . . . . . . . . . .





                                      -2-
<PAGE>

PART I:  FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
-------------------------------------------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------------------------------------------------

                                                                                JUNE 30,            DECEMBER 31,
                                                                                  2001                  2000
                                                                           ------------------   -------------------
                                                                              (UNAUDITED)           (AUDITED)
<S>                                                                            <C>                    <C>
ASSETS:
Current Assets:
   Cash and Cash Equivalents.........................................          $   738,295          $   421,938
   Accounts Receivable (Less Allowance for Doubtful Accounts
      Of $45,758 and $1,805,168).....................................            1,219,690            2,613,295
   Other Receivable..................................................                   --              285,000
   Prepaid Expenses..................................................              187,199              251,272
                                                                           ------------------   -------------------
   Total Current Assets..............................................            2,145,184            3,571,505
                                                                           ------------------   -------------------

Property and Equipment-- At Cost:
   Furniture, Fixtures and Equipment.................................            3,274,661            3,213,623
   Less:  Accumulated Depreciation...................................           (2,977,495)         (2,901,335)
                                                                           ------------------   -------------------

  Property and Equipment-- Net.......................................              297,166              312,288
                                                                           ------------------   -------------------

Capitalized Software (Less Accumulated Amortization of
   $4,433,430 and $3,983,811)........................................            1,247,608            1,197,821
                                                                           ------------------   -------------------

Deferred Financing Costs.............................................              170,852                   --
                                                                           ------------------   -------------------

Other Assets.........................................................               59,335               59,335
                                                                           ------------------   -------------------

   Total Assets......................................................          $ 3,920,145          $ 5,140,949
                                                                           ==================   ===================


              The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.
</TABLE>

                                      -3-
<PAGE>

<TABLE>
<CAPTION>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
-------------------------------------------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------------------------------------------------

                                                                                JUNE 30,            DECEMBER 31,
                                                                                 2001                   2000
                                                                           ------------------   -------------------
                                                                              (UNAUDITED)           (AUDITED)
<S>                                                                            <C>                  <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
   Accounts Payable..................................................          $   795,266          $1,023,316
   Accrued Liabilities...............................................              526,442             616,980
   Obligation Under Capital Lease....................................               50,840              64,435
   Unearned Revenue..................................................            1,594,025           1,788,324
                                                                           ------------------   -------------------

   Total Current Liabilities.........................................            2,966,573           3,493,055
                                                                           ------------------   -------------------
Long-Term Liabilities:
   Obligation Under Capital Lease....................................                   --              17,980
   Convertible Debentures............................................            1,800,000           3,000,000
                                                                           ------------------   -------------------

   Total Long-Term Liabilities.......................................            1,800,000           3,017,980
                                                                           ------------------   -------------------

   Total Liabilities.................................................            4,766,573           6,511,035
                                                                           ------------------   -------------------

Commitments and Contingencies........................................                   --                  --
                                                                           ------------------   -------------------

Stockholders' Equity:
Common Stock, $.01 Par Value, Authorized 75,000,000 Shares,
   17,681,172 and 17,681,172 Shares Issued and 15,181,172 and
   15,181,172 Shares Outstanding, Respectively.......................              176,812             176,812

Capital In Excess of Par Value.......................................           26,064,149          26,064,149

Accumulated Deficit..................................................          (26,384,389)        (26,908,047)

Treasury Stock - At Cost - 2,500,000.................................             (703,000)           (703,000)
                                                                           ------------------   -------------------

Total Stockholders' Equity...........................................             (846,428)         (1,370,086)
                                                                           ------------------   -------------------

Total Liabilities and Stockholders' Equity...........................          $ 3,920,145         $ 5,140,949
                                                                           ==================   ===================

              The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.
</TABLE>

                                      -4-
<PAGE>

<TABLE>
<CAPTION>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
-------------------------------------------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------

                                                           THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                                JUNE 30,                           JUNE 30,
                                                    ---------------------------------   -------------------------------
                                                         2001               2000             2001              2000
                                                    ---------------    --------------   --------------   --------------
<S>                                                   <C>                 <C>              <C>             <C>
REVENUES:
     Licenses..................................       $    63,870         $ 195,706        $ 231,740       $ 1,015,706
     Maintenance...............................         1,125,896           952,617        2,233,937         2,008,807
     Professional Services.....................           307,243           407,000          725,658           809,530
                                                    ---------------    --------------   --------------   --------------
     TOTAL REVENUES............................         1,497,009         1,555,323        3,191,335         3,834,043
                                                    ---------------    --------------   --------------   --------------

COST OF REVENUES:
     Licenses..................................           371,619           562,965          708,466         1,999,795
     Maintenance...............................           722,927           853,295        1,472,448         1,552,287
     Professional Services.....................           175,904           230,271          377,554           379,862
                                                    ---------------    --------------   --------------   --------------
     TOTAL COST OF REVENUES....................         1,270,450         1,646,531        2,558,468         3,931,944
                                                    ---------------    --------------   --------------   --------------
     DIRECT MARGIN.............................           226,559          (91,208)          632,867          (97,901)
                                                    ---------------    --------------   --------------   --------------

OPERATING EXPENSES:
     Sales and Marketing.......................           391,297           212,398          670,917           400,048
     General and Administrative................           385,245           403,493          704,001           909,788
     Research and Development..................            79,539           224,407          206,197           389,372
     Allowance for Doubtful Accounts...........                --          (24,515)         (83,162)         (164,765)
                                                    ---------------    --------------   --------------   --------------
     TOTAL OPERATING EXPENSES..................           856,081           815,783        1,497,953         1,534,443
                                                    ---------------    --------------   --------------   --------------
     OPERATING LOSS............................         (629,522)         (906,991)        (865,086)       (1,632,344)
                                                    ---------------    --------------   --------------   --------------
OTHER INCOME (EXPENSE):
     Other Income..............................                --                --          225,127                --
     Interest Expense..........................          (93,938)          (96,502)        (189,233)         (193,294)
     Interest Income - Related Party

         (Imputed).............................                --            17,186               --            57,842
     Interest Income...........................             4,629             1,620           12,850             5,457
                                                    ---------------    --------------   --------------   --------------
     TOTAL OTHER INCOME (EXPENSE)..............          (89,309)          (77,696)           48,744         (129,995)
                                                    ---------------    --------------   --------------   --------------
     FOREIGN CURRENCY TRANSACTION
         GAIN (LOSS)...........................                --          (13,965)               --          (13,965)
                                                    ---------------    --------------   --------------   --------------
     LOSS BEFORE INCOME TAX
         BENEFIT...............................         (718,831)         (988,652)        (816,342)       (1,776,304)

INCOME TAX BENEFIT.............................           536,000                --          536,000                --
                                                    ---------------    --------------   --------------   --------------
INCOME (LOSS) BEFORE EXTRAORDINARY
     ITEMS.....................................         (182,831)         (998,652)        (280,342)       (1,776,304)

EXTRAORDINARY ITEM - GAIN ON
     EXTINGUISHMENT OF DEBT (NET OF
     INCOME TAX OF $536,000)...................           804,000                --          804,000                --
                                                    ---------------    --------------   --------------   --------------
NET INCOME (LOSS)..............................        $  621,169       $ (998,652)       $  523,658      $(1,776,304)
                                                    ===============    ==============   ==============   ==============
BASIC AND DILUTED EARNINGS (LOSS) PER
     COMMON SHARE BEFORE
     EXTRAORDINARY ITEMS.......................        $    (.01)       $     (.06)       $     (.02)     $      (.10)
                                                    ===============    ==============   ==============   ==============
BASIC AND DILUTED EARNINGS (LOSS) PER
     COMMON SHARE..............................        $     .04        $     (.06)       $      .03      $      (.10)
                                                    ===============    ==============   ==============   ==============
WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING FOR BASIC
     EARNINGS (LOSS) PER COMMON SHARE..........        15,181,000        17,171,000       15,181,000        17,100,000
                                                    ===============    ==============   ==============   ==============

              The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.
</TABLE>

                                      -5-
<PAGE>

<TABLE>
<CAPTION>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
-------------------------------------------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------

                                                                                    SIX MONTHS ENDED JUNE 30,
                                                                                ------------------------------------
                                                                                       2001               2000
                                                                                -----------------   ----------------
<S>                                                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Income (Loss) from Operations.......................................          $  523,658       $(1,776,304)
      Adjustments to Reconcile Net Income (Loss) to
         Net Cash Provided From (Used For) Operating Activities:
             Depreciation.................................................              76,160            76,294
             Amortization of Capitalized Software.........................             449,619           449,620
             Gain on Extinguishment of Convertible Debentures.............         (1,340,000)                --
             Imputed Interest Income......................................                  --          (81,312)
             Provision for Uncollectible Accounts.........................            (83,162)         (164,765)

      Changes in Assets and Liabilities:
         (Increase) Decrease in:
             Accounts Receivable..........................................           1,476,767           270,122
             Prepaid Expenses.............................................              64,073            48,587
             Accrued Interest-- Related Party Note Receivable.............                  --            23,470
             Other Receivable.............................................             285,000                --

         Increase (Decrease) in:
             Accounts Payable.............................................           (228,050)           115,285
             Accrued Liabilities..........................................            (90,538)         (353,459)
             Unearned Revenue.............................................           (194,299)         (196,613)
                                                                                -----------------   ----------------

      Net Cash Provided From (Used For) Operating Activities..............             939,228       (1,589,075)
                                                                                -----------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Repayment of Notes Receivable - Related Party.......................                 --            500,000
      Capital Expenditures................................................            (61,038)          (18,539)
      Capitalized Software Expenditures...................................           (499,406)                --
                                                                                -----------------   ----------------

      Net Cash (Used For) Provided From Investing Activities..............           (560,444)           481,461
                                                                                -----------------   ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from Convertible Debentures................................           1,800,000                --
      Payment on Convertible Debentures...................................         (1,660,000)                --
      Deferred Financing Costs............................................           (170,852)                --
      Net Proceeds from Issuance of Common Stock..........................                  --           431,250
      Principal Payments on Capital Lease.................................            (31,575)          (29,156)
      Proceeds from Exercise of Stock Options.............................                  --            19,531
                                                                                -----------------   ----------------

      Net Cash (Used For) Provided From Financing Activities..............            (62,427)           421,625
                                                                                -----------------   ----------------

CHANGE IN CASH AND CASH EQUIVALENTS.......................................             316,357         (685,989)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD...........................             421,938         1,065,793
                                                                                -----------------   ----------------

CASH AND CASH EQUIVALENTS - END OF PERIOD.................................          $  738,295         $ 379,804
                                                                                =================   ================

              The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.
</TABLE>

                                      -6-
<PAGE>


COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

[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.'s (the
"Company") Annual Report on Form 10-K for the year ended December 31, 2000.
While the Company believes that the disclosures herein 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 period 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
consolidated financial position as of June 30, 2001, and the results of their
operations for the three and six month periods ended June 30, 2001 and 2000, and
their cash flows for the six month periods ended June 30, 2001 and 2000. Such
adjustments are of a normal and recurring nature. The results of operations for
the three and six month periods ended June 30, 2001 and 2000 are not necessarily
indicative of the results to be expected for a full year.

[2] SALE OF STOCK AND PURCHASE AND SALE OF CARE SOFTWARE LICENSE

On March 31, 1996, the Company was granted by Care Corporation Limited ("Care")
the exclusive license for the Care software systems for use in the workers'
compensation claims administration markets in Canada, Mexico and Central and
South America (the "Care Software License"). In exchange for this license, the
Company issued to Care 2,500,000 shares of the Company's Common Stock at $2.00
per share to value the license at $5,000,000 at March 31, 1996. The license
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 or not reached under the license
agreement, the Company had the right to repurchase all or portions of the shares
issued to Care at $.01 per share.

In the fourth quarter of 1997, the Company made a strategic decision to allocate
its future resources to its TAS and Classic product lines rather than the
product line obtained via the Care Software License. In this regard, on March
31, 1998, the Company negotiated a buy back by Care of the Care Software
License.

For the buy back of Care Software License by Care, the Company received $500,000
on March 31, 1998, and a $4,500,000 non-interest bearing note (the "Care Note"),
payable in semi-annual installments of $500,000 which, when discounted at 6%,
resulted in a principal amount of the note of $3,893,054. The discounted note
was collateralized by unencumbered Cover-All stock owned by Care and a Care
affiliate, Software Investments Limited ("SIL"). The number of shares required
as collateral would vary, such that the market value of the shares held as
collateral must equal 150% of the outstanding balance of the note. The number of
shares required as collateral was adjusted at each payment date based on the
market price of the Company's shares and the balance outstanding on such date.
Based on the market price of the Company's stock on March 30, 1998,
approximately 1,700,000 shares were pledged as collateral. Upon receipt of the
first $500,000 payment under the agreement on March 31, 1998, the Company lifted
the aforementioned $.01 per share stock repurchase restriction on the 2,500,000
shares. In November 1999, the Board of Directors decided that due to the
hardship placed upon Care by the pledged share requirement of the pledge
agreement given the then current price of the Company's common stock and because
of Care's history of making each of the $500,000 payments on the promissory note
in a timely manner, it would be in the best interests of the Company to agree to
allow Care to cap the number of shares of the Company's common stock required to
be pledged to the Company pursuant to the pledge agreement to 2,500,000.

Based on the above, and due to the related party nature of the Care Software
License buy back agreement, the Company has recorded the $1,143,054 difference
between the carrying value of the Care Software License


                                      -7-
<PAGE>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

at December 31, 1997 of $3,250,000 and the discounted $4,393,054 buy back
agreement amount to capital in excess of par value.

In connection with the investment by Vault Management Limited (see Note 3),
one-half of the payment due September 30, 2000 was deferred until December 31,
2000. Care failed to make the scheduled payment of $250,000 due December 31,
2000 and on January 16, 2001, the Company announced that Care had defaulted on
its obligation to pay the Company its semi-annual principal payment owed under
the promissory note dated March 31, 1998. The Company exercised its right to
accelerate all remaining amounts due under the note, which totaled $2,250,000.
The Pledge Agreement between the Company and Care provided that in the event of
a default by Care, the Company can look to and proceed against Care for payment.
Care's 2,500,000 shares of the Company's common stock were pledged to and held
by the Company as collateral on the Care note. In addition, the Company
announced that, pursuant to the Pledge Agreement, the Company on January 16,
2001 transferred and registered in its name the 2,500,000 shares of the
Company's common stock owned by Care.

The balance of the undiscounted Care note at December 31, 2000 was $2,250,000,
of which $1,250,000 was classified as currently due. The discounted long-term
portion of the Care note at December 31, 2000 of $1,000,000 was $858,924, net of
unearned interest of $141,076. As a result of Care's default, the Company wrote
off the undiscounted current and discounted long-term portions of the Care note
for these amounts. The Company recorded 2,500,000 shares of its common stock
received from Care as treasury stock valued at the cost of $703,000. The
difference between the value of the treasury stock and the undiscounted current
and discounted long-term portions of the Care note of $1,405,924 was recorded as
a loss of $262,870 in the fourth quarter of 2000 and $1,143,054 to capital in
excess of par value at December 31, 2000 to offset the same amount recorded in
March 31, 1998.

[3] SALE OF STOCK AND WARRANTS, VAULT MANAGEMENT LIMITED

On June 21, 2000, the Company entered into an agreement with Vault Management
Limited ("Vault") to purchase between 640,000 and 1,600,000 shares of the
Company's Common Stock at $.625 per share, which was the closing price per share
of the Company's Common Stock on May 30, 2000, the date the agreement was
reached.

The agreement would generate a minimum of $400,000 and a maximum of $1 million
in proceeds to the Company. The proceeds will be used for general working
capital purposes.

The agreement also called for the equivalent number of the Company's detachable
five-year warrants to be issued to Vault at an exercise price of $.625 per
share. The agreement provided that Vault shall have the option to make payments
beyond the required $400,000 in $200,000 installments each on August 31, 2000,
October 31, 2000 and November 30, 2000. Vault did not exercise its option to
make a payment of $200,000 on August 31, 2000, October 31, 2000 or November 30,
2000. The decision not to exercise Vault's options was mutually agreed upon by
Vault and the Company.

As part of the Vault transaction, the Company also agreed to modify the terms of
the Care Note such that the semi-annual principal payment of $500,000 due and
payable on September 30, 2000 shall be due and payable as to $250,000 on
September 30, 2000 and as to $250,000 on December 31, 2000. The Company received
the $250,000 payment on September 29, 2000. The Company did not receive the
payment due on December 31, 2000 (see Note 2). Mr. Mark Johnston, the Company's
Chairman and Interim Chief Financial Officer at the time, is a director of both
Vault and Care.

[4] CONVERTIBLE DEBENTURES

On June 28, 2001, the Company raised $1,800,000 through a private placement of
8.00% convertible debentures with investors headed by the Renaissance Capital
Group, Inc. of Dallas, Texas. An aggregate of $1,400,000 was sold to the
Renaissance US Growth and Income Trust PLC (traded on the London Stock Exchange)
and BFS US Special Opportunities Trust PLC, which are managed by Renaissance.
Also, an aggregate of $400,000 was sold to


                                      -8-
<PAGE>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

three other private investors including John Roblin, Chairman of the Board,
President and Chief Executive Officer of the Company.

Immediately upon its receipt of the funds, the Company used $1,660,000 of the
proceeds to fully settle its $3,000,000 principal amount 12.5% convertible
debentures, due in 2002. The remainder of the funds raised from the transaction
were to be used for working capital purposes. The new debentures, maturing in
2008, are convertible into shares of the Company's common stock, $.01 par value
per share, initially at $0.50 per share, subject to adjustment in accordance
with the terms of the parties' respective loan agreements. The Company
recognized an extraordinary gain on the extinguishment of debt of $804,000, net
of income taxes of $536,000, in June 2001.

[5] SEGMENT INFORMATION

The following information is presented as a result of the Company adopting SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information."

At March 31, 2000, the Company merged the management teams and infrastructures
of its two business units, Classic and TAS, to improve customer service. The
Company will continue to separately assess the performance of each of these
products.

The following financial information is reported on the basis that is used
internally for evaluating segment performance and deciding how to allocate
resources. Interest income and interest expense are allocated based on revenues.

<TABLE>
<CAPTION>
                                                               (DOLLARS IN THOUSANDS)
                                                             THREE MONTHS ENDED JUNE 30, 2001
                                                    ---------------------------------------------------
                                                       CLASSIC             TAS           CONSOLIDATED
                                                    -------------    --------------   -----------------
<S>                                                  <C>               <C>                <C>
Revenues.....................................        $ 1,350           $    147           $ 1,497
Operating Profit (Loss)......................             13               (643)             (630)
Interest Income..............................              5                 --                 5
Interest Expense.............................             85                  9                94
Depreciation and Amortization................             21                244               265
Capital Expenditures.........................             55                  6                61
Capitalized Software Expenditures............             --                254               254
Income (Loss) before Income Tax Benefit......            (67)              (652)             (719)

<CAPTION>

                                                                  (DOLLARS IN THOUSANDS)
                                                              SIX MONTHS ENDED JUNE 30, 2001
                                                    ---------------------------------------------------
                                                       CLASSIC             TAS           CONSOLIDATED
                                                    -------------    --------------   -----------------
<S>                                                  <C>               <C>                <C>
Revenues.....................................        $ 2,864           $    327           $ 3,191
Operating Profit (Loss)......................            428             (1,293)             (865)
Interest Income..............................             12                  1                13
Interest Expense.............................            170                 19               189
Depreciation and Amortization................             38                488               526
Capital Expenditures.........................             55                  6                61
Capitalized Software Expenditures............             --                499               499
Income (Loss) before Income Tax Benefit......            270             (1,086)             (816)
</TABLE>


                                      -9-
<PAGE>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  (DOLLARS IN THOUSANDS)
                                                             THREE MONTHS ENDED JUNE 30, 2000
                                                    ---------------------------------------------------
                                                       CLASSIC             TAS            CONSOLIDATED
                                                    -------------    --------------   -----------------
<S>                                                  <C>               <C>                <C>
Revenues.....................................        $ 1,446           $    109           $ 1,555
Operating Profit (Loss)......................            293             (1,200)             (907)
Interest Income..............................             18                  1                19
Interest Expense.............................             89                  7                96
Depreciation and Amortization................             15                248               263
Capital Expenditures.........................             --                 (4)               (4)
Capitalized Software Expenditures............             --                 --                --
Income (Loss) before Income Tax Benefit......            208             (1,207)             (999)

<CAPTION>

                                                                  (DOLLARS IN THOUSANDS)
                                                               SIX MONTHS ENDED JUNE 30, 2000
                                                    ---------------------------------------------------
                                                       CLASSIC             TAS            CONSOLIDATED
                                                    -------------    --------------   -----------------
<S>                                                  <C>               <C>                <C>
Revenues.....................................        $ 3,334           $    500           $ 3,834
Operating Profit (Loss)......................          1,176             (2,808)           (1,632)
Interest Income..............................             55                  8                63
Interest Expense.............................            168                 25               193
Depreciation and Amortization................             27                499               526
Capital Expenditures.........................             12                  7                19
Capitalized Software Expenditures............             --                 --                --
Income (Loss) before Income Tax Benefit......          1,050             (2,826)           (1,776)
</TABLE>

[6]  EARNINGS PER SHARE DISCLOSURES

The following is a reconciliation of the numerator and denominator of the basic
and diluted earnings per share ("EPS") computations:

<TABLE>
<CAPTION>
                                                                         FOR THE THREE MONTHS ENDED
                                                                               JUNE 30, 2001
                                                            ---------------------------------------------------
                                                               INCOME              SHARES          PER SHARE
                                                             (NUMERATOR)        (DENOMINATOR)        AMOUNT
                                                            -------------      --------------   ---------------
<S>                                                           <C>                <C>                   <C>
Basic EPS:
Income Available to Common
   Stockholders......................................         $ 621,169          15,181,172            $   0.04
Effect of Dilutive Securities:
  Options............................................                --               5,073                  --
  Warrants...........................................                --                  --                  --
                                                            -------------      --------------   ---------------
Diluted EPS:
 Income Available to Common Stockholders
    Plus Assumed Conversions.........................         $ 621,169          15,186,245            $   0.04
                                                            =============      ==============   ===============
</TABLE>

                                      -10-
<PAGE>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         FOR THE SIX MONTHS ENDED
                                                                               JUNE 30, 2001
                                                            ---------------------------------------------------
                                                               INCOME              SHARES          PER SHARE
                                                             (NUMERATOR)        (DENOMINATOR)        AMOUNT
                                                            -------------      --------------   ---------------
<S>                                                           <C>                <C>                   <C>
Basic EPS:
 Income Available to Common
   Stockholders......................................         $ 523,658          15,181,172            $   0.03
Effect of Dilutive Securities:
  Options............................................                --               1,932                  --
  Warrants...........................................                --                  --                  --
                                                            -------------      --------------   ---------------
Diluted EPS:
 Income Available to Common Stockholders
    Plus Assumed Conversions.........................         $ 523,658          15,183,104            $   0.03
                                                            =============      ==============   ===============

<CAPTION>

                                                                         FOR THE THREE MONTHS ENDED
                                                                               JUNE 30, 2001
                                                            ---------------------------------------------------
                                                               INCOME              SHARES          PER SHARE
                                                             (NUMERATOR)        (DENOMINATOR)        AMOUNT
                                                            -------------      --------------   ---------------
<S>                                                           <C>                <C>                   <C>
Basic EPS:
 Loss Available to Common
   Stockholders......................................       $ (998,652)          17,171,000           $  (0.06)
Effect of Dilutive Securities:
  Options............................................                --                  --                  --
  Warrants...........................................                --                  --                  --
                                                            -------------      --------------   ---------------
Diluted EPS:
  Loss Available to Common Stockholders
    Plus Assumed Conversions.........................       $ (998,652)          17,171,000           $  (0.06)
                                                            =============      ==============   ===============

<CAPTION>

                                                                         FOR THE THREE MONTHS ENDED
                                                                               JUNE 30, 2001
                                                            ---------------------------------------------------
                                                               INCOME              SHARES          PER SHARE
                                                             (NUMERATOR)        (DENOMINATOR)        AMOUNT
                                                            -------------      --------------   ---------------
<S>                                                           <C>                <C>                   <C>
Basic EPS:
 Loss Available to Common
   Stockholders......................................       $(1,776,304)         17,100,000           $  (0.10)
Effect of Dilutive Securities:
  Options............................................                --                  --                  --
  Warrants...........................................                --                  --                  --
                                                            -------------      --------------   ---------------
Diluted EPS:
  Loss Available to Common Stockholders
    Plus Assumed Conversions.........................       $(1,776,304)         17,100,000           $  (0.10)
                                                            =============      ==============   ===============
</TABLE>

Options and warrants to purchase 2,586,000 shares of common stock at prices
ranging from $.34 to $4.00 per share were outstanding at June 30,2001, but were
not included in the computation of diluted EPS because the options' exercise
price was greater than the average market price of the common shares for the
period ($.33). The


                                      -11-
<PAGE>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------

Company's convertible debt does not affect the EPS calculation for the periods
ended June 30, 2001 because it would be antidilutive.

The Company's options and warrants were not included in the computation of EPS
for the periods ended June 30, 2000 because to do so would be antidilutive. The
Company's convertible debt does not affect the EPS calculation for the periods
ended June 30, 2000 because it would be antidilutive.

[7]  OTHER INCOME

Other income is comprised of a settlement of an outstanding customer dispute and
a favorable resolution of a liability related to the customer dispute.

[8]  EXTRAORDINARY ITEMS

On June 28, 2001, the Company settled its $3,000,000 principal amount 12.5%
convertible debentures due in 2002 for $1,660,000. The transaction resulted in
an extraordinary gain of $804,000, net of income taxes of $536,000.



                                      -12-
<PAGE>

ITEM 2:

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

Total revenues for the three months ended June 30, 2001 were $1,497,000 as
compared to $1,555,000 for the same period in 2000. Licenses fees were $64,000
for the three months ended June 30, 2001 compared to $196,000 in the same period
in 2000, as the result of fewer new Classic sales in the second quarter of 2001.
For the three months ended June 30, 2001, maintenance revenues were $1,126,000
compared to $952,000 in the same period of the prior year due to an increased
Classic customer base. Professional services revenue contributed $307,000 in the
three months ended June 30, 2001 compared to $407,000 in the second quarter of
2000. Total Classic revenues were $1,350,000 for the three months ended June 30,
2001 as compared to $1,446,000 for the three months ended June 30, 2000. Total
TAS 2000 revenues were $147,000 for the three months ended June 30, 2001 as
compared to $109,000 for the three months ended June 30, 2000. For the six
months ended June 30, 2001, total revenues were $3,191,000 compared to
$3,834,000 in the same period of the prior year. Total Classic revenues were
$2,864,000 for the six months ended June 30, 2001 as compared to $3,334,000 in
the same period in 2000. Total TAS 2000 revenues were $327,000 for the first six
months of 2001 as compared to $500,000 in the same period in 2000.

Cost of revenues decreased to $1,270,000 and $2,558,000 for the three and six
months ended June 30, 2001 as compared to $1,647,000 and $3,932,000 for the same
periods in 2000 due to staff reductions in the TAS 2000 division combining of
the support services for the Classic and TAS 2000 products and other cost
reductions implemented after the second quarter of 2000. Non-cash capitalized
software amortization was $225,000 and $450,000 for the three and six months
ended June 30, 2001 and 2000. The Company capitalized $254,000 and $499,000 of
software development costs in the three and six months ended June 30, 2001.

Research and development expenses were $80,000 and $206,000 for the three and
six months ended June 30, 2001 compared to $224,000 and $389,000 for the same
periods in 2000. The Company is continuing to enhance the functionality of its
products and to refine its processes in response to customers needs.

Sales and marketing expenses were $391,000 and $671,000 for the three and six
months ended June 30, 2001 as compared to $212,000 and $400,000 in the same
periods of 2000 primarily due to an increase in the sales effort and the hiring
of a new chief marketing officer in 2001.

General and administrative expenses decreased to $385,000 and $704,000 in the
three and six months ended June 30, 2001 as compared to $403,000 and $910,000 in
the same periods in 2000, primarily due to a decrease in personnel, consulting
and legal costs in the first six months of 2001.

Other income was $0 and $225,000 for the three and six months ended June 30,
2001 as compared to none in the same periods of 2000 due to the settlement of an
outstanding customer dispute and a favorable resolution of a liability related
to the customer dispute.

Extraordinary gain on extinguishment of debt was $804,000, net of income taxes
of $536,000, for the three and six months ended June 30, 2001 as compared to
none in the same periods of 2000 due to the settlement of $3,000,000 principal
amount 12.5% convertible debentures due in 2002 for $1,660,000.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2001, the Company had a working capital deficit of $(821,000)
compared to working capital of $765,000 in 2000. The decrease in working capital
is primarily due to the write-off of the Care note at December 31, 2000.


                                      -13-
<PAGE>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANACIAL CONDITION AND
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

The Company raised $1,800,000 of permanent financing through the sale of its
8.00% convertible debentures pursuant to a Convertible Loan Agreement, dated
June 28, 2001, by and among the Company, and Renaissance US Growth & Income
Trust PLC, and BFSUS Special Opportunities Trust PLC, as lenders, and
Renaissance Capital Group, Inc., as agent, for an aggregate amount of $1,400,000
and a Convertible Loan Agreement, dated June 28, 2001, by and among the Company,
and John Roblin, Arnold Schumsky and Stuart Sternberg, as lenders, and Stuart
Sternberg, as agent, for an aggregate amount of $400,000. The debentures are
convertible into shares of common stock initially at $0.50 per share subject to
adjustment according to the terms of the respective loan agreement. Upon receipt
of the funds, the Company settled its obligations with FINOVA Mezzanine Capital
Inc. by using $1,660,000 of the proceeds to fully settle its $3,000,000
principal amount 12.5% convertible debentures due in 2002. The Company
recognized an extraordinary gain on extinguishment of debt of $804,000, net of
income taxes of $536,000, in June 2001.

The Company believes that its current cash balances and anticipated cash flows
from operations will be sufficient to meet normal operating needs for the
Company in 2001.

NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 (as amended by SFAS 138 in June
2000) establishes new standards of accounting and reporting for derivative
instruments and hedging activities. SFAS 133 requires that all derivatives be
recognized at fair value in the statement of financial position, and that the
corresponding gains or losses be reported either in the statement of operations
or as a component of comprehensive income, depending on the type of hedging
relationship that exists. In July 1999, the Financial Accounting Standards Board
issued SFAS No. 137 ("SFAS 137"), "Accounting for Derivative Instruments and
Hedging Activities-Deferral of Effective Date of SFAS 133." SFAS 137 deferred
the effective date of SFAS 133 until the first quarter of fiscal years beginning
after June 15, 2000. The Company does not currently hold derivative instruments
or engage in hedging activities. The Company expects the adoption of SFAS 133,
SFAS 137 and SFAS 138 will not have a material impact on its financial
statements and related disclosures.

In April 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions Involving
Stock Compensation," an interpretation of APB Opinion No. 25. FIN 44 is
effective for transactions occurring after July 1, 2000. The application of FIN
44 did not have a material impact on the Company's financial statements.

The Financial Accounting Standards Board (FASB) has issued Statement No. 141,
BUSINESS COMBINATIONS, and Statement No. 142, GOODWILL AND OTHER INTANGIBLE
ASSETS, in July 2001. Those Statements will change the accounting for business
combinations and goodwill in two significant ways. First, Statement 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001. Use of the pooling-of-interests method will be
prohibited. Second, Statement 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Thus, amortization of
goodwill, including goodwill recorded in past business combinations, will cease
upon adoption of that Statement, which for companies with calendar year ends,
will be January 1, 2002. The Company expects that adoption of the new statements
will not have a material impact on its financial statements.


                                      -14-
<PAGE>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to the impact of interest rate changes, foreign currency
fluctuations and changes in the market value of its investments.

INTEREST RATE RISK. The Company's exposure to market rate risk for changes in
interest rates relates primarily to the Company's investment portfolio. The
Company has not used derivative financial instruments in its investment
portfolio. The Company invests its excess cash in a major bank money market
account. The Company protects and preserves its invested funds by limiting
default, market and reinvestment risk.

Investments in this account carry a degree of interest rate risk. Fixed rate
securities may have their fair market value adversely impacted due to a rise in
interest rates, while floating rate securities may produce less income than
expected if interest rates fall. Due in part to these factors, the Company's
future investment income may fall short of expectations due to changes in
interest rates or the Company may suffer losses in principal if forced to sell
securities which have declined in market value due to changes in interest rates.

FOREIGN CURRENCY RISK. The Company earned revenues in the U.K. in the first
quarter of 2000. The Company presently has no international business. The
Company's international business was subject to risks typical of an
international business, including, but not limited to, differing economic
conditions, changes in political climate, differing tax structures, other
regulations and restrictions, and foreign exchange rate volatility. Accordingly,
the Company's future results could have been materially adversely impacted by
changes in these or other factors.

The Company's exposure to foreign exchange rate fluctuations arose from sales
made to a U.K. customer. As exchange rates vary, these results, when translated,
could have varied from expectations and adversely impacted overall expected
profitability.

                                * * * * * * * * *

Statements in this Form 10-Q, other than statements of historical information
are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks which may cause the
Company's actual results in future periods to differ materially from expected
results. Those risks include, among others, risk associated with increased
competition, customer decisions, delays in productivity programs and new product
introductions, and other business factors beyond the Company's control. Those
and other risks are described in the Company's filings with the Securities and
Exchange Commission ("SEC") over the last 12 months, copies of which are
available from the SEC or may be obtained upon request from the Company.



                                      -15-
<PAGE>

COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
--------------------------------------------------------------------------------


PART II - OTHER INFORMATION

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

         In June 2001, the Company issued $1,800,000 in aggregate principal
         amount of its 8.00% Convertible Debentures due 2008 to Renaissance
         Capital Growth & Income Trust PLC and BFSUS Special Opportunities Trust
         PLC, for an aggregate of $1,400,000, and to John Roblin and certain
         other individuals, for an aggregate of $400,000. The debentures are
         convertible into shares of the Company's common stock initially at $.50
         per share, subject to adjustment according to the terms of the loan
         agreement. The Company used $1,660,000 of the proceeds to settle its
         $3,000,000 principal amount 12.5% convertible debentures due 2002 with
         FINOVA Mezzanine Capital Inc., and the remainder of the proceeds were
         used for general working capital purposes. The sale of the debentures
         was exempt from registration under Section 4(2) of the Securities Act
         of 1933 because the offer and sales were made to a limited number of
         investors in a private transaction. The Company paid Mr. Roger Bensen a
         finder's fee of 154,545 shares of the Company's common stock,
         representing an amount equal to 4% of $1,700,000 of the proceeds, or
         $68,000. These shares were valued at $.44 per share which was the
         market price of the common stock on such date. The issuance of the
         common stock to Mr. Bensen was exempt from registration under Section
         4(2) of the Securities Act of 1933 as a private transaction.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Annual Meeting of Stockholders of Cover-All Technologies Inc. was
         held on June 21, 2001 (the "Meeting"). At the Meeting, the stockholders
         of the Company elected one director, James R. Stallard, to serve for a
         three-year term and until his successor has been duly elected and
         qualified.

         Indicated below are the total votes cast in favor of the director
         nominee and the total votes withheld:

Director                                 Votes for              Votes Withheld
--------                                 ---------              --------------

James R. Stallard                        13,819,807                 61,198



                                      -16-
<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.


Date:   August 14, 2001     By: /s/ John Roblin
                                ------------------------------------------------
                                John Roblin, Chairman of the Board of Directors,
                                President and Chief Executive Officer


Date:   August 14, 2001     By: /s/ Ann Massey
                                ------------------------------------------------
                                Ann Massey, Chief Financial Officer


                                      -17-