=================================================================

                          SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

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

                                      FORM 10-Q

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

                       For the quarter ended September 30, 1996

                            Commission file number 0-13124

                             COVER-ALL TECHNOLOGIES INC.

                (Exact name of registrant as specified in its charter)

                    Delaware                              13-2698053

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

                  18-01 Pollitt Drive, Fair Lawn, New Jersey  07410

          (Address of principal executive office)       (Zip Code)

                                    (201)794-4800

                 (Registrant's telephone number, including area code)

          Indicate by check mark whether the registrant (1) has filed all
          reports required to be filed by Section 13 or 15(d) of the
          Securities Exchange Act of 1934 during the preceding 12 months
          (or for such shorter period that the registrant was required to
          file such reports), and (2) has been subject to such filing
          requirements for the past 90 days.        YES  X          NO 
                                                       ----           ----

                  Number of shares outstanding at November 4, 1996:

             16,716,897 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

                                  September 30, 1996


                                                                   Page No.
                                                                   --------


          PART I FINANCIAL INFORMATION

               Item 1 - Financial Statements

                         Consolidated Balance Sheets
                         September 30, 1996 and December 31, 1995 . . . 2 -3
        
                         Consolidated Statements of Operations
                         Three and Nine Months Ended September 30, 1996 
                         and 1995 . . . . . . . . . . . . . . . . . . .    4

                         Consolidated Statements of Cash Flows
                         Nine Months Ended September 30, 1996 
                         and 1995 . . . . . . . . . . . . . . . . . .  5 - 6 
                         
                         Notes to Consolidated Financial Statements. . 7 - 11
                         
               Item 2 -  Management's Discussion and Analysis of
                         Financial Condition and Results 
                         of Operations . . . . . . . . . . . . . . .  12 - 14


          PART II  - OTHER INFORMATION . . . . . . . . . . . . . .         14


          SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . .    15


   <PAGE> 

                            PART I - FINANCIAL INFORMATION

          Item 1 - Financial Statements

                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                             CONSOLIDATED BALANCE SHEETS



                                        September 30,  December 31,
                                            1996           1995   
                                        -------------  ------------
                                        (unaudited)     (audited)
          ASSETS

          Current assets:
            Cash and cash equivalents . $ 1,585,544     $1,576,745
            Accounts receivable, 
             less allowance for
             doubtful accounts of
             $284,132 and none  . . . .     865,548      1,763,890
            Income taxes receivable . .        -         2,300,000
            Prepaid expenses  . . . . .     130,674          5,355
                                                                               
                                         -----------    -----------
              Total current assets  . .   2,581,766      5,645,990
                                        -----------    -----------
          Property and equipment, at cost:
            Furniture, fixtures and
            equipment . . . . . . . . .   3,068,124      3,095,529

            Less accumulated
            depreciation  . . . . . . .  (2,582,738)    (2,369,873)
                                        -----------    -----------
                Property and 
                equipment-net     . . .     485,386        725,656
                                        -----------    -----------
          Software license, less 
            amortization of $250,000  .   4,750,000         -   

          Capitalized software, 
            less amortization
            of $1,059,572 and $489,227    2,048,977      1,510,782

          Other assets  . . . . . . . .     172,073        486,726
                                        -----------    -----------
                      . . . . . . . . . $10,038,202    $ 8,369,154
                                        ===========    ===========


          See accompanying notes.

   <PAGE> 

                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                              CONSOLIDATED BALANCE SHEETS (Continued)

                                             September 30,  December 31,
                                                 1996           1995    
                                             -------------  ------------
                                              (unaudited)     (audited)

          LIABILITIES AND STOCKHOLDERS' 
          EQUITY (DEFICIT)

          Current liabilities
            Accounts payable . . . . .            676,167      955,060
            Accrued liabilities. . . .          2,372,908    4,123,641
            Unearned revenue . . . . .            803,406      635,564
            Liabilities in excess of 
              assets of ISD business
              discontinued in 1996 . .                 --    8,648,368
                                               ----------   ----------

              Total current liabilities         3,852,481   14,362,633
                                               ----------   ----------

          Deferred income taxes. . . .                 --       20,000
                                               ----------   ----------

          Commitments and contingencies
           (Note 4)

          Stockholders' equity (deficit):
            Common stock, $.01 par value;
            authorized 30,000,000 shares,
            issued 17,350,883 and
            9,194,890 shares . . . . .            173,509       91,949

            Warrants outstanding . . .            455,729           --

            Capital in excess of par
             value . . . . . . . . . .         26,593,799   10,414,253

            Accumulated (deficit). . .        (18,470,109) (13,952,474)

            Treasury stock at cost 
            633,986 shares. . . . . . .        (2,567,207)  (2,567,207)
                                               ----------   ----------
              Total stockholders' 
              equity (deficit). . . . .         6,185,721  (6,013,479)
                                               ----------   ----------
                                             $ 10,038,202 $  8,369,154
                                               ==========   ==========

          See accompanying notes.

    <PAGE> 


                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (unaudited)


                                                   Three Months Ended
                                                      September 30,
                                                                          
                                                   1996         1995  
                                              -----------  -----------
          Revenues:
            Licenses. . . . . . . . . . .     $    27,941  $   389,542
            Maintenance . . . . . . . . .         490,908      422,726
            Professional services . . . .         533,609      323,245
                                              -----------  -----------
                                                1,052,458    1,135,513
                                              -----------  -----------
          Costs and expenses:
            Research and development. . .         996,822      405,743
            Cost of sales . . . . . . . .         542,789      373,344
            Sales and marketing . . . . .         489,155      121,198
            General and administrative. .       1,069,983      623,286
            Special charges . . . . . . .              --           --
                                             ------------  -----------
                                                3,098,749    1,523,571
                                             ------------  -----------
          Loss from continuing operations     (2,046,291)    (388,058)
          Loss from discontinued 
            operations. . . . . . . . . .     (  392,872)  (1,127,762)
                                             ------------  -----------
          Net loss. . . . . . . . . . . .    $(2,439,163)  (1,515,820)
                                             ============  ===========

          Loss per share from continuing
            operations. . . . . . . . . .    $(     0.12)  $(    0.05)
                                             ============  ===========

          Net loss per share. . . . . . .    $(     0.15)  $(    0.18)
                                             ============  ===========
          Weighted average number of
           common shares outstanding. . .      16,716,700    8,560,904
                                             ============  ===========


                                                   Nine Months Ended
                                                      September 30,
                                                                          
                                                   1996         1995  
                                              -----------  -----------
          Revenues:
            Licenses. . . . . . . . . . .    $    735,183  $ 1,227,864
            Maintenance . . . . . . . . .       1,526,345      924,292
            Professional services . . . .       1,807,994      962,443
                                              -----------  -----------
                                                4,069,522    3,114,599
                                              -----------  -----------
          Costs and expenses:
            Research and development. . .       3,173,714    1,742,478
            Cost of sales . . . . . . . .       1,459,556      968,405
            Sales and marketing . . . . .         810,891      338,485
            General and administrative. .       2,750,124    1,726,739
            Special charges . . . . . . .              --    1,165,000
                                             ------------  -----------
                                                8,194,285    5,941,107
                                             ------------  -----------
          Loss from continuing operations     (4,124,763) (2,826,508)
          Loss from discontinued 
            operations. . . . . . . . . .     (  392,872)  (5,560,101)
                                             ------------ ------------
          Net loss. . . . . . . . . . . .    $(4,517,635) $(8,386,609)
                                             ============  ===========

          Loss per share from continuing
            operations. . . . . . . . . .    $(     0.29)  $(    0.33)
                                             ============  ===========

          Net loss per share. . . . . . .    $(     0.32)  $(    0.98)
                                             ============  ===========
          Weighted average number of
           common shares outstanding. . .      14,248,605    8,558,774
                                             ============  ===========



          See accompanying notes.

<PAGE> 


                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (unaudited)


                                                      Nine Months Ended
                                                        September 30,
                                                     1996          1995   
                                                 -----------   -----------
          Cash flows from operating activities:
            Net loss from continuing
            operations  . . . . . . . . . . . . .  $(4,124,763) $(2,826,508)
            Adjustments to reconcile net loss to net 
              cash used for operating activities:
              Depreciation . . . . . . . . . .       261,823       254,619
              Amortization of capitalized
               software and software license .       820,345       324,902
              Accounts receivable  . . . . . .       898,342     (434,438)
              Income taxes receivable. . . . .     2,300,000       136,028
              Deferred income taxes. . . . . .       (20,000)    2,500,000
              Prepaid expenses . . . . . . . .      (125,319)    (211,627)
              Other assets . . . . . . . . . .       314,653         3,890
              Accounts payable . . . . . . . .      (278,893)       43,634
              Accrued liabilities. . . . . . .    (1,691,008)      865,063
              Unearned revenue . . . . . . . .       167,842      (27,411)
                                                 -----------   -----------
          Net cash (used for) provided
            by continuing 
            operating activities . . . . . . .    (1,476,978)      628,152
                                                 -----------   -----------
            Loss from discontinued 
            operations . . . . . . . . . . . .     (392,872)   (5,560,101)
            (Decrease) increase in net 
            liabilities of discontinued 
            operations. . . . . . . . . . . . . . (1,670,028)   1,715,950
                                                 -----------    -----------
          Net cash used for discontinued
            operating activities . . . . . . .    2,062,900)   (3,844,151)
                                                -----------    -----------
          Net cash used for operating
            activities . . . . . . . . . . . .  (3,539,878)    (3,215,999)
                                                -----------    -----------
            Cash flows from investing 
            activities:
            Proceeds from sale of fixed
             maturity investments  . . . . . .       --          3,872,500
            Capital expenditures . . . . . . .      (81,278)      (29,557)
            Capitalized software 
             expenditures  . . . . . . . . . .   (1,108,540)     (956,826)
                                                -----------    -----------
          Net cash (used for) provided
            by investing activities  . . . . .   (1,189,818)     2,886,117
                                                -----------    -----------
          Cash flows from financing 
          activities:
            Payments on credit lines . . . . .       --        (2,000,000)
            Net proceeds from issuance of 
             common stock. . . . . . . . . . .     4,738,495        12,335
                                                ------------   -----------
          Net cash provided by (used for) 
            financing activities . . . . . . .     4,738,495   (1,987,665)
                                                ------------   -----------
          Change in cash and cash 
            equivalents. . . . . . . . . . . .         8,799   (2,317,547)
          Cash and cash equivalents
          beginning of period. . . . . . . . .     1,576,745     6,407,801
                                                ------------   -----------

          Cash and cash equivalents 
          end of period . . . . . . . . . . . . $  1,585,544   $ 4,090,254
                                                ============   ===========

<PAGE> 


                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                     (unaudited)


          Supplemental disclosures of noncash investing and financing
          activities:

          Financing:
          ---------
          The Company in connection with the discontinuance of ISD issued
          Common Stock and Warrants for $6,978,340 as a result of the
          restructuring agreement.  (See Note 2.)

          Investing:
          ---------
          The Company acquired a software license from Care by issuing
          Common Stock valued at $5,000,000.  (See Note 6.)



          See accompanying notes.


<PAGE> 


                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          NOTE 1 - GENERAL

          For a summary of significant accounting policies, refer to Note 2
          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, 1995.  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
          September 30, 1996 and December 31, 1995 and the results of
          operations for the three-and nine-month periods ended September
          30, 1996 and 1995, and the cash flows for the nine-month periods
          ended September 30, 1996 and 1995.  Such adjustments are of a
          normal and recurring nature.  The results of operations for the
          nine-month period ended September 30, 1996 are not necessarily
          indicative of the results to be expected for a full year.


          NOTE 2 - DISCONTINUED OPERATIONS

          Insurance Services Division ("ISD") revenues decreased
          substantially in 1995 because of lower fees attributable to the
          reduced number of policies and claims being handled on contracts
          that were winding down or were completed.  As a result, ISD had
          been suffering losses and operating under considerable
          uncertainty as a result of the pendency of lawsuits with certain
          affiliates of The Robert Plan Corporation as described in Note 4. 
          In March 1996, the Company entered into a series of agreements
          which provided for the transfer and discontinuance of its ISD
          operations and the issuance of the Company's Common Stock and
          Warrants to certain customers of the ISD business in exchange for
          the release of the Company from its obligations to provide
          insurance services to ISD customers and to The Robert Plan
          Corporation in exchange for the settlement and dismissal of
          lawsuits with The Robert Plan Corporation.  Effective March 1,
          1996, the Company has discontinued providing insurance processing
          services to the automobile insurance industry.  These agreements
          have resulted in a net loss reported in 1995 of $749,758, which
          included a provision for estimated ISD losses in 1996 prior to
          the March 1 effective date of the settlement.  A loss of $392,872
          from discontinued operations was recorded in the three- and nine-
          month periods ended September 30, 1996 as a result of the change in
          the loss adjustment expense accrual.

          As a part of the restructuring transactions, the Company
          transferred certain assets, employees, contracts and leased
          premises relating to its ISD business to a subsidiary of The
          Robert Plan Corporation, which has replaced the Company as the
          provider of insurance services to the ISD customers.  In exchange
          for settling the lawsuits, releasing the Company's obligations to
          provide insurance services under its contracts and executing the
          mutual releases, the Company issued to certain of the ISD
          customers and certain parties to the litigation:  (a) a total of
          3,256,201 shares of the Company's Common Stock, (b) five-year
          Warrants to purchase up to an additional aggregate of 1,553,125
          shares of the Company's Common Stock at $2.00 per share and (c)
          cash of $2.5 million.  The Company had the option, exercisable
          for a period of six months to (i) purchase 50 percent  of the
          aforementioned 3,256,201 shares at a cash price equal to the
          greater of $3.00 or 50 percent of the then market price of a
          share of the Company's Common Stock and (ii) acquire 50 percent
          of the 1,553,125 Warrants at a cash price equal to $1.00 per
          Warrant.  On March 31, 1996, the Company assigned its
          aforementioned repurchase option applicable to the Company's
          Common Stock and Warrants to Software Investments Limited
          ("SIL"), which SIL subsequently exercised, all as discussed in
          Note 6.  As a result of the issuance of shares described in Note

 <PAGE> 

          6, the antidilution provisions of the Warrants require an
          adjustment of shares to 1,725,694 from 1,553,125 and a price
          adjustment to $1.80 from $2.00 per share.

          Accordingly, ISD operations for the three- and nine-month periods
          ended September 30, 1995, have been reclassified and are included
          in the Consolidated Statements of Operations as discontinued
          operations.

          In late 1993, the Company established Alerion, a wholly-owned
          property/casualty insurance subsidiary.  By early 1994, the
          Company had funded Alerion with approximately $10 million of cash
          and securities and Alerion entered into a reinsurance agreement
          with Clarendon National Insurance Company ("Clarendon") to
          reinsure a portion of the risk on certain insurance policies
          written by a primary insurer.  In late 1994, the Company decided
          to discontinue assuming any underlying insurance risk.  This was
          accomplished by Alerion commuting all its rights and obligations
          under the reinsurance contract back to Clarendon and paying to
          Clarendon all amounts received in excess of payments made since
          the inception.  In 1996, Alerion surrendered its Certificate of
          Authority to transact insurance business in New Jersey.


          NOTE 3 - SPECIAL CHARGES

          With the discontinuance of ISD, COVER-ALL Systems, Inc. ("COVER-
          ALL"), a wholly-owned subsidiary, is the Company's only active
          operation.  Accordingly, COVER-ALL operations for the three- and
          nine-month periods ended September 30, 1996 and 1995 are
          classified in the Consolidated Statements of Operations as
          continuing operations.

          In December 1994, management instituted a plan to downsize the
          COVER-ALL organization and reduce the rate of product development
          to a level consistent with the reduced level of customer
          installations planned in 1995.  Costs of $1,165,000 were incurred
          and written off in the first quarter of 1995 for executive and
          other severance costs as well as software development costs. 
          This 1995 write-off was reflected as special charges in the
          Statement of Operations for the first quarter of 1995.


 <PAGE> 


                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          NOTE 4 - LITIGATION

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

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

          On March 1, 1996, the two lawsuits described above were settled
          as part of the overall settlement with certain of the Company's
          insurance services customers.  The settlement and restructuring
          transactions are described in Note 2--Discontinued Operations.

          On February 2, 1995, Sol M. Seltzer commenced an action in the
          Supreme Court of New York against Mr. Krieger, the then Chairman
          of the Board and former President of the Company, and each of the
          other then members of the Board of Directors.  The plaintiff, Sol
          M. Seltzer, who purported to sue derivatively on behalf of the
          Company and COVER-ALL, sought among other things, compensatory
          damages in an amount to be determined at trial and punitive
          damages in an aggregate amount of $12 million.  The Company, and
          the other defendants, contested Mr. Seltzer's claims and on July
          23, 1996 won a motion to dismiss the case.  Mr. Seltzer attempted
          to file a notice of appeal from the order of dismissal, but
          failed to do so in a timely manner.  He has since motioned the
          court to recognize his notice of appeal and it is anticipated
          that the court will rule on such motion in the near future. 


  <PAGE> 



                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


          NOTE 4 - LITIGATION (CONTINUED)

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

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


          NOTE 5 - INCOME TAXES

          For 1996 and 1995, no income tax benefit relative to the
          Company's operating losses has been reflected in the Statement of
          Operations.  A valuation allowance was provided equal to the tax
          benefit that the loss generated, since the realization of such
          benefit would be dependent upon achieving future operating
          profits which cannot be reasonably assured.


          NOTE 6 - SALE OF STOCK AND WARRANTS ON MARCH 31, 1996

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

            (A) sold to SIL for total proceeds of $3,022,391:  (i) 1,412,758
          shares of the Company's Common Stock for $2.00 per share and (ii)
          five-year Warrants to purchase an aggregate of 196,875 shares of
          the Company's Common Stock exercisable at $2.00 per share for
          $1.00 per Warrant ($196,875).                                  
          
            (B) assigned to SIL the rights it retained in the settlement (see
          Note 2) to repurchase within six months 1,628,100 shares of the
          Company's Common Stock for the greater of $3.00 per share or 50
          percent of the then market price of the Company's Common Stock
          and its rights to purchase from the Warrant holders for $1.00 per
          share five-year Warrants to acquire 776,562 shares of the
          Company's Common Stock at $2.00 per share.  As a result of the
          issuance of the above mentioned shares, the antidilution
          provisions of the Warrants require an adjustment from 776,562
          shares at $2.00 per share to 862,847 shares at $1.80 per share.

  <PAGE> 

                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


          NOTE 6 - SALE OF STOCK AND WARRANTS ON MARCH 31, 1996 (CONTINUED)

          On May 1, 1996, SIL acquired 1,628,101 shares of the Company's
          Common Stock at $3.00 per share, and at $1.00 per Warrant,
          776,562 Warrants to acquire 776,562 shares of the Company's
          Common Stock at $2.00 per share.  SIL exercised these Warrants on
          May 6, 1996, resulting in the Company receiving $1,553,124 in
          additional equity.  An additional 86,285 shares were issued to
          SIL as a result of the change in the aggregate number of shares
          underlying the Warrants pursuant to the antidilution provisions
          in the Warrants as described in Note 2.

          In addition, the Company was granted by Care the exclusive
          license for the Care software systems for use in the workers'
          compensation and group health claims administration markets in
          Canada, Mexico and Central and South America.  In exchange for
          this license, the Company has issued to Care 2,500,000 shares of
          the Company's Common Stock.  If during the three years after
          closing, this license results in $5,000,000 or more in revenues
          by the Company, then the shares will be fully earned.  Otherwise,
          depending upon the level of revenue reached, the Company will
          have the right to repurchase portions of the shares at $.01 per
          share based upon the level of revenues actually achieved.  Under
          certain circumstances, based upon aggregate net sales in excess
          of $10,000,000 from a maximum of two separate sales during such
          three-year period, the Company may be required to grant to Care
          five-year Warrants to buy an additional 1,000,000 shares of the
          Company's Common Stock at $2.00 per share.


 <PAGE> 


                             COVER-ALL TECHNOLOGIES INC.
                                   AND SUBSIDIARIES


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

          Total revenues for the three months ended September 30, 1996 were
          $1,052,458 as compared to $1,135,513 for the same period in 1995. 
          License fees were $27,941 for the three months ended September
          30, 1996 compared to $389,542 in the same period in 1995.  For
          the three months ended September 30, 1996, maintenance revenues
          were $490,908 compared to $422,726 in the same period of the
          prior year due to renegotiations of all contracts resulting in
          higher fees to customers and an increased customer base. 
          Professional services revenue contributed $533,609 in the three
          months ended September 30, 1996 compared to $323,245 in the third
          quarter of 1995 as a result of new contracts signed and customers
          requesting additional modifications to the existing systems.  For
          the nine months ended September 30, 1996, total revenues were
          $4,069,522 as compared to $3,114,599 in the same period of the
          prior year due to increased maintenance revenues as discussed
          above and increased professional services from the Company's
          newest product line entitled Total Administrative Solution ("TAS
          2000").  TAS 2000 is a suite of computer applications for
          property/casualty and health care insurers designed to enable a
          client-driven re-engineering of the insurer's business processes. 
          Along with being client/server and ORACLE based, TAS 2000 is
          approaching compliance with year 2000 requirements.  Cover-All
          and ORACLE Corporation have formed a strategic alliance which
          aims to facilitate the advance of both organizations in the
          property and casualty insurance marketplace.  For the nine months
          ended September 30, 1996, the revenues from the TAS 2000 product
          line were $1,671,368 compared to $913,988 in the same period of
          the prior year as a result of new contracts signed and the
          successful completion of the existing contracts.

          In December 1994, management adopted a plan to reduce the COVER-
          ALL marketing and product development costs until revenues
          increased to significantly higher levels.  The total cash outlay
          had grown to a level of approximately $1 million per month but
          the revenues from customers continued to lag expectations.  The
          total head count, including employees and technical consultants,
          was reduced by approximately half in the first quarter of 1995
          and a business plan was adopted in 1995 which matched slowly
          growing revenues with reduced costs.  As a result of the
          reorganization plan, costs incurred in the first quarter of 1995
          for executive severance, employee severance and write-off of
          software development costs totalling $1,165,000 were reflected as
          special charges in the Statement of Operations for the quarter
          ended March 31, 1995.

          A loss from discontinued operations of $392,872 was recorded in
          the Statement of Operations for the quarter ended September 30,
          1996 representing the change in the loss adjustment expense accrual.

          Total expenses for the three- and nine-months ended September 30,
          1996 were $3,098,749 and $8,194,285 compared to $1,523,571 and
          $5,941,107 for the same periods in 1995 primarily as a result of
          increased research and development costs relating to the TAS 2000
          product line, additional costs related to increased revenues and
          selling, general and administrative expenses.  COVER-ALL's
          business is characterized by rapid technological change, and its
          success depends on its ability to keep its products current based
          on new technologies.  COVER-ALL must maintain ongoing research
          and development programs to add value and expand to its suite of
          products resulting in research and development expenditures
          constituting a significant percentage of expenses.  Sales and
          marketing expenses for the three- and nine-months ended September
          30, 1996 were $489,155 and $810,891 compared to $121,198 and
          $338,485 for the same periods in 1995 due to the hiring and
          utilization of additional personnel and increased marketing
          initiatives.  General and administrative expenses increased for
          the three- and nine-months to $1,069,983 and $2,750,124 from
          $623,286 and $1,726,739 for the same periods in 1995 as a result
          of costs incurred related to the negotiations with SIL and Care,
          additional staffing and provision for doubtful accounts.

   <PAGE> 



          The Company is working toward fulfilling long-term objectives. 
          In the Classic line, COVER-ALL has successfully installed and
          tested certain modules of its system and the Company has been
          pleased with growing customer interest.  Because of the pipeline
          of new business, revenues are expected to increase over the next
          several quarters resulting in growth in its Classic line of
          business.  The Classic production line is a set of LAN (Local
          Area Networks) based PC software packages designed to automate
          the rating and issuance tasks in the property and casualty
          industry.

          As mentioned above, COVER-ALL has formed an alliance with ORACLE
          related to the TAS 2000 product.  ORACLE will provide technical
          assistance, consultative services as well as sales direction and
          support to the TAS 2000 market entry.  The Company plans to
          complete some of the major components of the TAS 2000 product 
          within the next several months. Future development of additional 
          modules will be customer driven.

          COVER-ALL has commenced marketing efforts in the United Kingdom. 
          A contract for the TAS 2000 product successfully installed in a
          large insurer in the United Kingdom is expected to expand in the
          next year.  This successful installation has increased customer
          awareness of the TAS 2000 product in the United Kingdom and
          Europe.

          The preceding forward-looking statements (as such term is defined
          in the Private Securities Litigation Reform Act) are subject to
          the occurrence of certain contingencies which may not occur in
          the time frames anticipated or otherwise, and, as a result, could
          cause actual results to differ materially from such statements. 
          The Company's continued success in the near future is dependent
          on certain contingencies which may not occur in the time frames
          anticipated.  These contingencies include the successful
          completion of continuing developmental efforts under existing
          software contracts within anticipated time frames or otherwise,
          the successful negotiation, execution and implementation of
          anticipated new software contracts, the successful utilization of
          additional personnel in the marketing and technical areas, the
          continuing favorable responses to the Company's products from
          existing and potential new customers, and the Company's ability
          to complete development and sell and license its products at
          prices which result in sufficient revenues to cover costs and
          realize profits.

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

          In January 1996, the Company obtained approval from the New
          Jersey Department of Insurance to dissolve its insurance
          subsidiary, Alerion.  As a result, plans were implemented to
          remove the remaining approximately $2.5 million of statutory
          minimum capital from Alerion.  In January 1996, approximately
          $2.4 million was distributed to the Company from Alerion.

          There was a $1 million letter of credit outstanding with a bank
          at December 31, 1995 issued in connection with certain of the
          Company's contractual obligations.  The letter of credit expired
          in February 1996 and the $1 million of cash collateral was
          returned to the Company, $887,500 of these funds were utilized by
          the Company as the cash portion of the settlement distributed to
          certain ISD customers and The Robert Plan Corporation.  In
          addition, $1.6 million was paid by the Company to the one ISD
          customer who did not participate in the settlement.

          In March 1996, the Company received a $2.3 million refund of
          federal income taxes paid prior to 1995.

          As a result of the restructuring transactions described in Note 2
          and the series of transactions with Software Investment Limited
          and Care Corporation Limited that are described in Note 6, the
          Company has a positive net worth at September 30, 1996 of


   <PAGE> 

                                COVER-ALL TECHNOLOGIES INC. 
                                     AND SUBSIDIARIES

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


          approximately $6 million compared to a deficit of $6 million at
          December 31, 1995, a $12 million increase to stockholders'
          equity.

          Cash flows from continuing operations were negative in the first
          nine months of 1996 by $1.5 million as compared with positive
          cash flows of $.6 million in the same period in 1995 primarily
          due to payment of certain liabilities related to the discontinued
          operations not transferred by the Company to a subsidiary of The
          Robert Plan Corporation.

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



                              PART II OTHER INFORMATION


          ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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

                    27.  Financial Data Schedule.

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

                    None.


   <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.
                                                
          November 14, 1996                       By: /s/ Alfred J. Moccia
                                                     ---------------------
                                                      Alfred J. Moccia
                                                      Chairman and Chief
                                                      Executive Officer





          November 14, 1996                       By: /s/ Raul F. Calvo 
                                                     --------------------
                                                      Raul F. Calvo
                                                      Corporate Vice President