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, 1998    
                                                ---------------------     
                       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 July 31, 1998:

             16,982,672 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 JUNE 30, 1998.
          -----------------------------------------------------------------

          PART I:  FINANCIAL INFORMATION

          ITEM 1.  Financial Statements

             Consolidated Balance Sheets as of June 30, 1998 
             [Unaudited] and December 31, 1997 [Audited]  . . . .  1

             Consolidated Statements of Operations for the 
             three and six months ended June 30, 1998 and 
             1997 [Unaudited] . . . . . . . . . . . . . . . . . .  3

             Consolidated Statements of Cash Flows for the 
             three and six months ended June 30, 1998 and 
             1997 [Unaudited] . . . . . . . . . . . . . . . . . .  4

             Notes to Consolidated Financial Statements 
             [Unaudited]  . . . . . . . . . . . . . . . . . . . .  5

          ITEM 2.  Management's Discussion and Analysis 
                   of Financial Condition and Results of 
                   Operations . . . . . . . . . . . . . . . . . .  9

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

                                                                     DECEMBER
                                                       JUNE 30,         31,
                                                         1998          1997
                                                      [UNAUDITED]    [AUDITED]
                                                      -----------    ---------
           ASSETS:
           CURRENT ASSETS:
             Cash and Cash Equivalents             $ 2,179,154   $ 2,908,167
             Accounts Receivable [Less Allowance for
              Doubtful Accounts of $185,610 and
              $185,610]                              4,187,473     1,234,706
             Note Receivable - Related Party         1,000,000            --
             Prepaid Expenses                          142,655       140,783
                                                     ---------    ----------

             TOTAL CURRENT ASSETS                    7,509,282     4,283,656
                                                     ---------    ----------

           PROPERTY AND EQUIPMENT - AT COST:
             Furniture, Fixtures and Equipment       2,670,355     2,625,678
             Less: Accumulated Depreciation         (2,473,992)   (2,397,704)
                                                     ---------     ---------

             PROPERTY AND EQUIPMENT - NET              196,363       227,974
                                                     ---------     ---------

             SOFTWARE LICENSE HELD FOR SALE AT
              DECEMBER 31, 1997 [LESS ACCUMULATED
              AMORTIZATION OF $-0- AND $1,750,000]          --     3,250,000
                                                     ---------     ---------

             CAPITALIZED SOFTWARE [LESS ACCUMULATED
              AMORTIZATION OF $2,160,689 AND
              $1,820,857]                              449,225       663,057
                                                     ---------     ---------

             NOTE RECEIVABLE - RELATED PARTY         2,893,054            --
                                                     ---------     ---------

             OTHER ASSETS                               65,735        59,335
                                                     ---------     ---------

             TOTAL ASSETS                          $11,113,659   $ 8,484,022
                                                   ===========   ===========


          The Accompanying Notes are an Integral Part of These Consolidated
          Financial Statements.


                                      -1-
                                         
     <PAGE>

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

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

                                                                     DECEMBER
                                                       JUNE 30,         31,
                                                         1998          1997
                                                      [UNAUDITED]    [AUDITED]
                                                      -----------    ---------
           LIABILITIES AND STOCKHOLDERS' EQUITY:
           CURRENT LIABILITIES:
             Accounts Payable                     $    541,021  $    571,309
             Accrued Liabilities                     1,663,484     1,618,676
             Unearned Revenue                          718,101       447,133
                                                     ---------     ---------

             TOTAL CURRENT LIABILITIES               2,922,606     2,637,118

           CONVERTIBLE DEBENTURES                    3,000,000     3,000,000
                                                     ---------     ---------

             TOTAL LIABILITIES                       5,922,606     5,637,118
                                                     ---------     ---------

           COMMITMENTS AND CONTINGENCIES                    --            --
                                                     ---------     ---------

           STOCKHOLDERS' EQUITY:
             Common Stock, $.01 Par Value,
               Authorized 30,000,000 Shares, Issued
               16,977,672 and 16,791,122 Shares,
               Respectively                            169,777       167,911

             Capital in Excess of Par Value         26,712,707    25,273,031

             Accumulated Deficit                   (21,691,431)  (22,594,038)
                                                    ----------    ----------

             TOTAL STOCKHOLDERS' EQUITY              5,191,053     2,846,904
                                                    ----------    ----------

             TOTAL LIABILITIES AND STOCKHOLDERS'
              EQUITY                              $ 11,113,659  $  8,484,022
                                                    ==========  ============


          The Accompanying Notes are an Integral Part of These Consolidated
          Financial Statements.


                                      -2-


     <PAGE>


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

          CONSOLIDATED STATEMENTS OF OPERATIONS
          [UNAUDITED]
          -----------------------------------------------------------------

                                    THREE MONTHS ENDED      SIX MONTHS ENDED
                                    ------------------      ----------------
                                         JUNE 30,               JUNE 30,
                                      -------------          --------------
                                     1998       1997        1998        1997
                                     ----       ----        ----        ----
      REVENUES:
             Licenses        $2,015,354    $  412,532 $ 3,424,389  $  486,508
             Maintenance        910,198       628,318   1,805,331   1,215,178
             Professional
              Services          706,053       297,350   1,272,841     519,228
                              ---------     ---------   ---------   ---------

                              3,631,605     1,338,200   6,502,561   2,220,914
             TOTAL REVENUES   ---------     ---------   ---------   ---------

      COST OF REVENUES:
             Licenses         1,227,928       453,728   2,124,610     907,451
             Maintenance        375,292       509,630     716,617   1,149,130
             Professional
              Services          190,917       279,317     366,810     492,484
                             ----------     ---------   ---------   ---------

             TOTAL COST OF    1,794,137     1,242,675   3,208,037   2,549,065
              REVENUES        ---------     ---------   ---------   ---------

                              1,837,468        95,525   3,294,524    (328,151)
             GROSS PROFIT     ---------     ---------   ---------   ---------

      OPERATING EXPENSES:
             Sales and Marketing497,245       456,541     833,428     808,470
             General and
              Administrative    447,396       572,805     864,425   1,379,103
             Research and
              Development       278,563            --     542,841          --
                              ---------     ---------  ----------   ---------


             TOTAL OPERATING  1,223,204     1,029,346   2,240,694   2,187,573
              EXPENSES        ---------     ---------   ---------   ---------

             OPERATING INCOME
              (LOSS)            614,264      (933,821)  1,053,830  (2,515,724)

      INTEREST INCOME            19,602        18,084      36,277      19,802

                                 93,750        94,792     187,500     100,521
      INTEREST EXPENSE        ---------    ----------  ----------  ----------

                             $  540,116   $(1,010,529) $  902,607 $(2,596,443)
             NET INCOME (LOSS)=========    ==========  ==========  ==========


             BASIC EARNINGS  $      .03   $      (.06)$       .05 $      (.16)
             (LOSS) PER SHARE =========    ========== =========== ===========


             DILUTED EARNINGS$      .03   $      (.06)$       .05 $      (.16)
              (LOSS) PER SHARE=========    ========== =========== ===========


             WEIGHTED AVERAGE
              NUMBER OF
               COMMON SHARES 16,965,719    16,720,297  16,889,886  16,719,146
                OUTSTANDING  ==========    ==========  ========== ===========


          The Accompanying Notes are an Integral Part of These Consolidated
          Financial Statements.


                                      -3-

     <PAGE>

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

          CONSOLIDATED STATEMENTS OF CASH FLOWS
          [UNAUDITED]
          -----------------------------------------------------------------

                                                     SIX MONTHS ENDED
                                                    ------------------
                                                         JUNE 30,
                                                    ------------------
                                                   1998           1997
                                                   ----           ----

           CASH FLOWS FROM OPERATING
           ACTIVITIES:
             Net Income [Loss]                $  902,607    $(2,596,443)
             Adjustments to Reconcile Net
              Income [Loss] to Net Cash
               Used for Operating Activities:
               Depreciation                       76,288        104,662
               Amortization of Capitalized
                Software and Software License    339,832        907,450
               Provision for Uncollectible
                Accounts                              --         33,099
               Noncash Compensation Expense
                on Granting of Stock Options          --        116,344

             Changes in Assets and
              Liabilities:
               [Increase] Decrease in:
                Accounts Receivable           (1,952,767)       313,644
                Note Receivable - Short Term  (1,000,000)            --
                Prepaid Expenses                  (1,872)      (237,363)
                Other Assets                      (6,400)         6,846

               Increase [Decrease] in:
                Accounts Payable                 (30,288)       (48,979)
                Accrued Liabilities               44,808       (419,110)
                Unearned Revenue                 270,968       (506,174)
                                               ---------       --------

             NET CASH [USED FOR] OPERATING
              ACTIVITIES                      (1,356,824)    (2,326,024)
                                               ---------      ---------

           CASH FLOWS FROM INVESTING
            ACTIVITIES:
             Capital Expenditures                (44,677)        (1,202)
             Capitalized Software
              Expenditures                      (126,000)            --
                                                --------      ---------

             NET CASH [USED FOR] PROVIDED
              FROM INVESTING ACTIVITIES         (170,677)        (1,202)
                                                --------      ---------

           CASH FLOWS FROM FINANCING
            ACTIVITIES:
             Proceeds from Bridge Financing           --        750,000
             Payments on Bridge Financing             --       (750,000)
             Proceeds from Convertible
              Debentures                              --      3,000,000
             Proceeds from Sale of Software
              License                            500,000             --
             Proceeds from Exercise of Stock
              Options                            298,488          4,199
                                               ---------      ---------

             NET CASH PROVIDED FROM FINANCING
              ACTIVITIES                         798,488      3,004,199
                                               ---------      ---------

             CHANGE IN CASH AND CASH
              EQUIVALENTS                       (729,013)       676,973

           CASH AND CASH EQUIVALENTS -
            BEGINNING OF PERIODS               2,908,167        446,672
                                               ---------      ---------

             CASH AND CASH EQUIVALENTS - END
              OF PERIODS                     $ 2,179,154    $ 1,123,645
                                             ===========    ===========

          The Accompanying Notes are an Integral Part of These Consolidated
          Financial Statements.

                                      -4-


     <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. [the "Company"] Annual Report on Form 10-K for
          the year ended December 31, 1997.  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 June 30, 1998
          and December 31, 1997 and the results of operations for the three
          and six month periods ended June 30, 1998 and 1997, and the cash
          flows for the six month periods ended June 30, 1998 and 1997.  Such
          adjustments are of a normal and recurring nature. The results of
          operations for the three and six month period ended June 30, 1998
          are not necessarily indicative of the results to be expected for a
          full year.

          [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 principal 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
          was used to repay the bridge financing.  The remaining net proceeds
          were used for working capital purposes.


                                      -5-


     <PAGE>

          COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          [UNAUDITED]
          -------------------------------------------------------------------

          [3] SALE OF STOCK AND WARRANTS, 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 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 and the Company
          recorded a software license for $5,000,000.  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,
          or not reached, the Company had the right to repurchase all or a
          portion 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 2000 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 and consummated 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 non-recourse [except as to collateral] note, payable in
          semi-annual installments of $500,000 which, when discounted,
          results in a principal amount of the note of $3,893,054.  The
          discounted note is collateralized by unencumbered Cover-All stock
          owned by Care.  The number of shares required as collateral will
          vary, such that the market value of the shares held as collateral
          must equal 150% of the outstanding balance.  The number of shares
          required as collateral will be 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.  Although not required by the agreement, the
          calculation of shares pledged as collateral would have been
          2,100,000 shares as of June 30, 1998.

          In separate but related agreements, Care agreed to grant to the
          Company certain non-exclusive re-seller rights to the Care
          software, and the Company agreed to grant to Care certain non-
          exclusive re-seller rights to the TAS 2000 software and Classic
          product lines.

          Based on the above, and due to the related party nature of the Care
          Software License buy back agreement, the Company recorded the
          $1,143,000 difference between the carrying value of the Care
          Software License and the discounted $4,393,000 buy back agreement
          to capital in excess of par value at March 31, 1998.

                                      -6-

     <PAGE>

          COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          [UNAUDITED]
          -------------------------------------------------------------------

          [4] INCOME TAXES

          Pursuant to Statement of Financial Accounting Standards ["SFAS"]
          No. 109, "Accounting for Income Taxes," income tax expense [or
          benefit] for the period is the sum of deferred tax expense [or
          benefit] and income taxes currently payable [or refundable]. 
          Deferred tax expense [or benefit] is the change during the year in
          a company's deferred tax liabilities and assets.  Deferred tax
          liabilities and assets are determined based on differences between
          financial reporting and tax basis of assets and liabilities, and
          are measured using the enacted tax rates and laws that will be in
          effect when the differences are expected to reverse.  At December
          31, 1997, the Company had approximately $3,000,000, $14,000,000 and
          $7,000,000 of operating tax loss carryforwards expiring in 2012,
          2011, and 2010, respectively.  No provision for income taxes is
          reflected in these financial statements as the Company anticipates
          utilizing the operating tax loss carryforwards to offset any
          taxable income the Company may have.

          [5] NET INCOME [LOSS] PER SHARE

          The Financial Accounting Standards Board has issued SFAS No. 128,
          "Earnings per Share," which is effective for financial statements
          issued for periods ending after December 15, 1997.   Accordingly,
          earnings per share data in the financial statements for the three
          and six months ended June 30, 1998 have been calculated in
          accordance with SFAS No. 128.  Prior periods loss per share data
          have been recalculated and it was determined that no adjustment was
          necessary to conform with SFAS No. 128.

          SFAS No. 128 supersedes Accounting Principles Board Opinion No. 15,
          Earnings per Share, and replaces its primary earnings per share
          with a new basic earnings per share representing the amount of
          earnings for the period available to each share of common stock
          outstanding during the reporting period.  Basic earnings [loss] per
          share is computed by dividing income [loss] available to common
          stockholders by the weighted average number of common shares
          outstanding during the period.  SFAS No. 128 also requires a dual
          presentation of basic and diluted earnings per share on the face of
          the statement of operations for all companies with complex capital
          structures.  Diluted earnings per share reflects the amount of
          earnings for the period available to each share of common stock
          outstanding during the reporting period, while giving effect to all
          dilutive potential common shares that were outstanding during the
          period, such as  common shares that could result from the potential
          exercise or conversion of securities into common stock.


                                      -7-

     <PAGE>

          COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          [UNAUDITED]
          -------------------------------------------------------------------

          [5] NET INCOME [LOSS] PER SHARE [CONTINUED]

          The computation of diluted earnings per share does not assume
          conversion, exercise, or contingent issuance of securities that
          would have an antidilutive effect on per share amounts [i.e.,
          increasing earnings per share or reducing loss per share].  The
          dilutive effect of outstanding options and warrants and their
          equivalents are reflected in dilutive earnings per share by the
          application of the treasury stock method which recognizes the use
          of proceeds that could be obtained upon exercise of options and
          warrants in computing diluted earnings per share.  It assumes that
          any proceeds would be used to purchase common stock at the average
          market price during the period. Options and warrants will have a
          dilutive effect only when the average market price of the common
          stock during the period exceeds the exercise price of the options
          or warrants.   The Company's options and warrants were not included
          in the computation of loss per share for the three and six months
          ended June 30, 1997 because to do so would have been antidilutive
          for that period.  However, although such options and warrants did
          dilute earnings per share for the three and six months ended June
          30, 1998, the effect was not material.

          The dilutive effect of convertible debt is reflected in diluted
          earnings per share by the application of the if-converted method. 
          While the Company's convertible debt had a dilutive effect on
          earnings per share for the three and six months ended June 30,
          1998, its effect was not material.  The Company's convertible debt
          did not affect the loss per share calculation for the three and six
          months ended June 30, 1997 because its inclusion would have been
          antidilutive.


                         .   .   .   .   .   .   .   .   .   .

                                      -8-

     <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, 1998 were
          $3,632,000 as compared to $1,338,000 for the same period in 1997,
          an increase of 171%.  Licenses fees were $2,015,000 for the three
          months ended June 30, 1998 compared to $413,000 in the same period
          in 1997 as a result of sales of TAS 2000 product modules.  For the
          three months ended June 30, 1998, maintenance revenues were
          $910,000 compared to $628,000 in the same period of the prior year
          due to an increased customer base.  Professional services revenue
          contributed $706,000 in the three months ended June 30, 1998
          compared to $297,000 in the first quarter of 1997 as a result of
          additional TAS 2000 work.  Total Classic revenues were $1,515,000
          for the three months ended June 30, 1998 as compared to $988,000
          for the three months ended June 30, 1997.  Total TAS 2000 revenues
          were $2,117,000 for the three months ended June 30, 1998 as
          compared to $350,000 for the three months ended June 30, 1997.  For
          the six months ended June 30, 1998, total revenues were $6,503,000
          compared to $2,221,000 in the same period of the prior year, an
          increase of 193%.  Total Classic revenues were $3,259,000 for the
          six months ended June 30, 1998 as compared to $1,821,000 in the
          same period in 1997.  Total TAS 2000 revenues were $3,244,000 for
          the first six months of 1998 as compared to $400,000 in the same
          period in 1997.  

          Cost of sales increased to $1,794,000 and $3,208,000 for the three
          and six months ended June 30, 1998 as compared to $1,243,000 and
          $2,549,000 for the same periods in 1997 as a result of higher sales
          volume.  Non-cash capitalized software and license fee amortization
          decreased to $168,000 and $340,000 for the three and six months
          ended June 30, 1998 as compared to $454,000 and $908,000 in the
          same periods in 1997, because there was no license fee amortization
          for the three and six months ended June 30, 1998 due to the sale of
          the Care license back to the Care Corporation Limited.

          Research and development expenses were $279,000 and $543,000 for
          the three and six months ended June 30, 1998 compared to none for
          the same periods in 1997 as a result of work on the TAS 2000
          product line.

          Sales and marketing expenses were $497,000 and $833,000 for the
          three and six months ended June 30, 1998 as compared to $456,000
          and $808,000 in the same periods of 1997 due to an increased
          marketing and sales effort to improve the market share of both of
          the Company's product lines.

          General and administrative expenses decreased to $447,000 and
          $864,000 in the three and six months ended June 30, 1998 as
          compared to $573,000 and $1,379,000 in the same periods in 1997 due
          to continued efforts to reduce overhead costs.


                                      -9-

     <PAGE>

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

          The Company is gearing up for continued growth in 1998.  In the
          Classic line, the Company is completing the release later this year
          of a 32 bit full graphical user interface [GUI] version.

          The TAS 2000 product line offers a complete policy and claims
          administration system to property and casualty insurance companies. 
          The newly developed billing module was released to two customers in
          June 1998.  The TAS 2000 products are being marketed in both the
          domestic marketplace and in the United Kingdom.

          LIQUIDITY AND CAPITAL RESOURCES
          -------------------------------

          In 1996, the Company was granted by Care, the Care Software
          License.  In exchange for this license, the Company issued to Care
          2,500,000 shares of the Company's common stock using a $2.00 per
          share price to value the license as $5,000,000 at March 31, 1996. 
          The product has been successfully deployed in Australia and the
          United States in Third Party Administration ["TPA"] and self
          insured environments, including city and state government
          operations as well as with major private corporations.  In the
          fourth quarter of 1997, the Company made a strategic decision to
          allocate its future resources to its TAS 2000 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, while acquiring
          worldwide reseller rights, excluding Australia, New Zealand, and
          the United States to the Care Software.

          In consideration for the buy back of the Care Software License by
          Care, the Company received $500,000 on March 31, 1998, and a
          $4,500,000 non-interest bearing non-recourse [except as to
          collateral] note, payable in semi-annual installments of $500,000
          which, when discounted, results in a principal amount of the note
          of $3,893,000.  The discounted note is collateralized by
          unencumbered Cover-All stock owned by Care.  The number of shares
          required as collateral will vary, such that the market value of the
          shares held as collateral must equal 150% of the outstanding
          balance.  The number of shares required as collateral will be
          adjusted at each payment date based on the market price of the
          Company's shares and the balance outstanding on the date.  Based on
          the market price of the Company's stock on March 30, 1998,
          approximately 1,700,000 shares were pledged as collateral. 
          Although not required by the agreement, the calculation of shares
          pledged as collateral would have been 2,100,000 shares as of June
          30, 1998.

          Based on the above, and due to the related party nature of the Care
          Software License buy back agreement, the Company recorded
          $1,143,000, the difference between the carrying value of the Care
          Software License of $3,250,000 at December 31, 1997, and the
          discounted $4,393,000 buy back agreement, to capital in excess of
          par value at March 31, 1998.


                                     -10-


     <PAGE>

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

          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 were used for working
          capital purposes.

          At June 30, 1998, the Company had working capital of $4,587,000, as
          compared to working capital of $1,647,000 at December 31, 1997 and
          $249,000 at June 30, 1997.  The improvement in working capital was
          due to the payments received on new contracts signed and the
          recording of $500,000 cash received as a result of the buy back of
          the Care Software License by Care.

          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 1998.

          Statements in this Form 10Q, 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.


                                     -11-

     <PAGE>

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

          PART II - OTHER INFORMATION

          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 18, 1998 [the "Meeting"].  At the
               Meeting, the stockholders of the Company elected two directors
               to serve for three-year terms and until their successors have
               been duly elected and qualified.

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

                Director             Votes For        Votes Withheld
                --------             ---------        --------------
                James R. Stallard  14,724,606             43,357

                Ian J. Meredith    14,242,709            525,254


          ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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

               27.  Financial Data Schedule.

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

               None.

                                     -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.


          Date:   August 12, 1998       By: /s/ Brian Magowan                
                                           ----------------------------------
                                           Brian Magowan, Chairman and Chief
                                           Executive Officer


          Date:   August 12, 1998       By: /s/ John R. Nobel                
                                           ----------------------------------
                                           John R. Nobel, Chief Financial
                                           Officer



                              EXHIBIT INDEX

           Exhibit             Description
           -------             -----------
             27                Financial Data Schedule