UNITED STATES

                          SECURITIES AND EXCHANGE COMMISSION

                                Washington D.C. 20549
                                     ___________
   
                                      FORM 10-Q/A

                                    AMENDMENT NO. 1
                                          TO
                                       FORM 10-Q
     

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

          For the quarterly period ended September 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 October 28, 1998:

             16,984,022 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, 1998.
          ----------------------------------------------------------------


          PART I:   FINANCIAL INFORMATION

          ITEM 1.  Financial Statements

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

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

               Consolidated Statements of Cash Flows for the nine 
               months ended September 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  . . . . .  11

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

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






                        .   .   .   .   .   .   .   .   .   .


     <PAGE>


          PART I:   FINANCIAL INFORMATION

          ITEM 1:   FINANCIAL STATEMENTS

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

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

                                                   SEPTEMBER     DECEMBER
                                                   30, 1998      31, 1997
                                                  [UNAUDITED]   [AUDITED]
                                                  -----------  -----------
           Assets:
           CURRENT ASSETS:
           Cash and Cash Equivalents               $2,278,430   $2,908,167
             Accounts Receivable [Less Allowance
                for Doubtful Accounts of $185,610  
                and $185,610]                       4,793,188    1,234,706
             Note Receivable - Related Party        1,000,000           --
             Prepaid Expenses                         193,034      140,783
                                                  -----------  -----------

             TOTAL CURRENT ASSETS                   8,264,652    4,283,656
                                                  -----------  -----------

           PROPERTY AND EQUIPMENT - AT COST:
             Furniture, Fixtures and Equipment      2,734,857    2,625,678
             Less: Accumulated Depreciation        (2,514,636)  (2,397,704)
                                                  -----------  -----------

             PROPERTY AND EQUIPMENT - NET             220,221      227,974
                                                  -----------  -----------

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

             CAPITALIZED SOFTWARE [LESS
               ACCUMULATED AMORTIZATION OF            926,403      663,057
               $2,325,274 AND $1,820,857]         -----------  -----------

             NOTE RECEIVABLE - RELATED PARTY        2,407,617           --
                                                  -----------  -----------

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

             TOTAL ASSETS                         $11,884,628   $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
          -----------------------------------------------------------------

                                                  SEPTEMBER     DECEMBER
                                                     30,           31,
                                                    1998          1997
                                                 [UNAUDITED]    [AUDITED]
                                                 -----------   -----------

           LIABILITIES AND STOCKHOLDERS' EQUITY:
           CURRENT LIABILITIES:
             Accounts Payable                    $   897,287   $   571,309
             Accrued Liabilities                   1,701,552     1,618,676
             Unearned Revenue                        356,313       447,133
                                                 -----------   -----------

             TOTAL CURRENT LIABILITIES             2,955,152     2,637,118

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

             TOTAL LIABILITIES                     5,955,152     5,637,118
                                                  ----------   -----------

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

           STOCKHOLDERS' EQUITY:
              Common Stock, $.01 Par Value,
                Authorized 30,000,000 Shares,
                Issued 16,984,022 and 16,791,122
                Shares, Respectively                 169,840       167,911
   
             Capital in Excess of Par Value       26,723,392    25,273,031

             Accumulated Deficit                 (20,963,756)  (22,594,038)
                                                 -----------   -----------
    
             TOTAL STOCKHOLDERS' EQUITY            5,929,476     2,846,904
                                                 -----------   -----------

           TOTAL LIABILITIES AND STOCKHOLDERS'
             EQUITY                              $11,884,628   $ 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
                                         ---------------------------------
                                                   SEPTEMBER 30,
                                         ---------------------------------
                                               1998              1997
                                         ----------------   -------------

           REVENUES:
                Licenses                     $1,527,105       $  994,203
                Maintenance                     956,089          674,397
                Professional Services         1,328,009          389,606
                                             ----------       ----------
                                              3,811,203        2,058,206
                TOTAL REVENUES               ----------       ----------

           COST OF REVENUES:
                Licenses                      1,026,898          453,728
                Maintenance                     455,157          432,206
                Professional Services           155,215          144,069
                                             ----------       ----------
                                              1,637,270        1,030,003
                TOTAL COST OF REVENUES       ----------       ----------

                                              2,173,933        1,028,203
                GROSS PROFIT                 ----------       ----------

           OPERATING EXPENSES:
             Sales and Marketing                575,233          540,850
             General and Administrative         567,775          627,972
             Research and Development           239,593               --
                                             ----------       ----------

                                              1,382,601        1,168,822
             TOTAL OPERATING EXPENSES        ----------       ----------

             OPERATING INCOME (LOSS)            791,332         (140,619)

           INTEREST INCOME                       30,780            8,435

           INTEREST EXPENSE                      94,437          107,709
                                             ----------       ----------

                                             $  727,675       $ (239,893)
             NET INCOME (LOSS)               ==========       ==========

             BASIC EARNINGS (LOSS) PER       $      .04       $     (.01)
               SHARE                         ==========       ==========

             DILUTED EARNINGS (LOSS)         $      .04       $     (.01)
               PER SHARE                     ==========       ==========

            WEIGHTED AVERAGE NUMBER OF       16,981,574       16,720,297
              COMMON SHARES OUTSTANDING      ==========       ==========




                                                 NINE MONTHS ENDED
                                         ---------------------------------
                                                   SEPTEMBER 30,
                                         ---------------------------------
                                               1998              1997
                                         ----------------   -------------

           REVENUES:
                Licenses                    $ 4,951,494       $1,480,711
                Maintenance                   2,761,420        1,889,575
                Professional Services         2,600,850          908,834
                                             ----------       ----------
                                             10,313,764        4,279,120 
                TOTAL REVENUES               ----------       ----------

           COST OF REVENUES:
                Licenses                      3,151,508        1,361,179
                Maintenance                   1,171,774        1,581,336
                Professional Services           522,025          636,553
                                             ----------       ----------
                                              4,845,307        3,579,068   
                TOTAL COST OF REVENUES       ----------       ----------

                                              5,468,457          700,052
                GROSS PROFIT                 ----------       ----------

           OPERATING EXPENSES:
             Sales and Marketing              1,408,661        1,349,320
             General and Administrative       1,432,200        2,007,075
             Research and Development           782,434               --       
                                             ----------       ----------

                                              3,623,295        3,356,395  
             TOTAL OPERATING EXPENSES        ----------       ----------

             OPERATING INCOME (LOSS)          1,845,162       (2,656,343)

           INTEREST INCOME                       67,057           28,237

           INTEREST EXPENSE                     281,937          208,230
                                             ----------       ----------

                                            $ 1,630,282      $(2,836,336)  
             NET INCOME (LOSS)               ==========       ==========

             BASIC EARNINGS (LOSS) PER      $       .10      $      (.17)
               SHARE                         ==========       ==========

   
             DILUTED EARNINGS (LOSS)        $       .09      $      (.17)
               PER SHARE                     ==========       ==========
    

            WEIGHTED AVERAGE NUMBER OF       16,920,449       16,719,146
              COMMON SHARES 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]
          -----------------------------------------------------------------

                                                   NINE MONTHS ENDED
                                              ----------------------------
                                                     SEPTEMBER 30,
                                              ----------------------------
                                                 1998            1997
                                              -----------    ------------

         CASH FLOWS FROM OPERATING
           ACTIVITIES:
              Net Income [Loss]               $ 1,630,282    $(2,836,336)
              Adjustments to
               Reconcile Net Income
               [Loss] to Net Cash
                 Used for Operating
                   Activities:
                 Depreciation                     116,932        143,755
                 Amortization of
                   Capitalized Software
                   and Software License           504,417      1,361,178
                 Noncash Compensation
                   Expense on Granting
                   of Stock Options                    --        369,688

              Changes in Assets and
               Liabilities:
                [Increase] Decrease in:
                     Accounts Receivable       (2,558,482)       (74,583)
                     Note Receivable - Short
                      Term - Related Party     (1,000,000)            --
                     Note Receivable - Long
                      Term - Related Party        (14,563)            --
                     Prepaid Expenses             (52,251)      (237,796)
                     Other Assets                  (6,400)         6,846

                Increase [Decrease] in:
                     Accounts Payable             325,978        (84,073)
                     Accrued Liabilities           82,875       (458,233)
                     Unearned Revenue             (90,820)      (541,211)
                                              -----------     ----------

              NET CASH [USED FOR]
               OPERATING ACTIVITIES            (1,062,032)    (2,350,765)

         CASH FLOWS FROM INVESTING
           ACTIVITIES:
                Capital Expenditures             (109,179)        (1,202)
                Capitalized Software             (767,763)            --
                Expenditures                  -----------     ----------

              NET CASH [USED FOR]                (876,942)        (1,202)
               INVESTING ACTIVITIES           -----------     ----------

         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                1,000,000               
                Proceeds from
                Exercise of Stock                 309,237          7,993
                Options                       -----------     ----------

               NET CASH PROVIDED
                FROM FINANCING                  1,309,237      3,007,993
                ACTIVITIES                    -----------     ----------

               CHANGE IN CASH AND
                CASH EQUIVALENTS                 (629,737)       656,026

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

               CASH AND CASH EQUIVALENTS                     
                - END OF PERIODS              $ 2,278,430    $ 1,102,698
                                              ===========    ===========



          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.'s [the "Company"] Annual Report on Form 10-
          K for the year ended December 31, 1997.  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
          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, 1998 and December 31, 1997, and the results of
          operations for the three and nine month periods ended September
          30, 1998 and 1997, and the cash flows for the nine month periods
          ended September 30, 1998 and 1997.  Such adjustments are of a
          normal and recurring nature. The results of operations for the
          three and nine month period ended September 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 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
          $3,893,054.  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.  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.

          The discounted note is collateralized by unencumbered Cover-All
          stock owned by Care and Software Investments Limited.  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 receiving the second installment of $500,000 on September
          30, 1998, the number of shares required as collateral was
          recalculated.  An additional 2,000,000 shares were required as
          collateral bringing the total number of shares pledged to
          approximately 3,700,000.  The carrying value of the note at 
          September 30, 1998 is $3,408,000.


                                       6
     <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 [CONTINUED]

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


          [4] INCOME TAXES

          An analysis of the components of the income tax provision is
          as follows:

               The income tax provision [benefit] for continuing operations
               differs from the amount computed by applying the statutory
               federal income tax rate as follows:

                                           NINE MONTHS         YEAR ENDED
                                              ENDED           DECEMBER 31,
                                          SEPTEMBER 30, 
                                               1998               1997
                                       -------------------    ------------

             Computed Federal
                 Statutory Tax
                 [Benefit]                $  554,000            $ (900,000)
             Utilization of Net
                 Operating Loss
                 Carryforward               (554,000)                   --
             Valuation Allowance to
                 Reduce Deferred Tax              --               900,000
                 Asset                     ---------              --------
             ACTUAL PROVISION
             ----------------              $      --             $      --
                 [BENEFIT]                 =========              ========
                 ---------  



                                       7
     <PAGE>


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

          [4] INCOME TAXES [CONTINUED]

               The components of the net deferred tax asset and liability
               were as follows:

                                        NINE MONTHS         YEAR ENDED
                                           ENDED           DECEMBER 31,
                                       SEPTEMBER 30, 
                                            1998               1997
                                    -------------------    ------------

             Deferred Tax Assets 
               - Current:
                 Bad Debts              $   74,000          $   74,000
                 Reserve for Loss
                    on Disposal            127,000             185,000
                 Other - Net                13,000              13,000
             Valuation Allowance          (214,000)           (272,000)
                                        ----------          ----------
                 CURRENT DEFERRED
                 ----------------
                   TAX ASSET            $       --          $       --
                   ---------            ==========          ==========

             Deferred Tax Asset
               [Liability] Long-Term:
                  Net Operating Loss
                    Carryforward        $8,900,000          $9,500,000
                  Capitalized Software    (371,000)           (265,000)
                  Depreciation and
                    Amortization            88,000              91,000
                  Valuation Allowance   (8,617,000)         (9,326,000)
                                        ----------          ----------
                 LONG-TERM DEFERRED
                 ------------------
                   TAX LIABILITY        $       --          $       --
                   -------------        ==========          ==========

          The net change during 1998 in the total valuation allowance is
          $(767,000).

          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.


                                      8
     <PAGE>


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

          [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 nine months ended September 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.

          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 nine months ended September 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 nine months ended September 30, 1998, the effect was not
          material.


                                      9
     <PAGE>


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

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

          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 nine months ended September
          30, 1998, its effect was not material.  The Company's convertible
          debt did not affect the loss per share calculation for the three
          and nine months ended September 30, 1997 because its inclusion
          would have been antidilutive.

                        .   .   .   .   .   .   .   .   .   .



                                      10
    <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 September 30, 1998 were
          $3,811,000 as compared to $2,058,000 for the same period in 1997,
          an increase of 85%.  Licenses fees were $1,527,000 for the three
          months ended September 30, 1998 compared to $994,000 in the same
          period in 1997 as a result of sales of TAS 2000 product modules. 
          For the three months ended September 30, 1998, maintenance
          revenues were $956,000 compared to $674,000 in the same period of
          the prior year due to an increased customer base.  Professional
          services revenue contributed $1,328,000 in the three months ended
          September 30, 1998 compared to $390,000 in the third quarter of
          1997 as a result of additional TAS 2000 work.  Total Classic
          revenues were $1,417,000 for the three months ended September 30,
          1998 as compared to $2,008,000 for the three months ended
          September 30, 1997.  Total TAS 2000 revenues were $2,394,000 for
          the three months ended September 30, 1998 as compared to $50,000
          for the three months ended September 30, 1997.  For the nine
          months ended September 30, 1998, total revenues were $10,314,000
          compared to $4,279,000 in the same period of the prior year, an
          increase of 141%.  Total Classic revenues were $4,676,000 for the
          nine months ended September 30, 1998 as compared to $3,829,000 in
          the same period in 1997.  Total TAS 2000 revenues were $5,638,000
          for the first nine months of 1998 as compared to $450,000 in the
          same period in 1997.  

          Cost of sales increased to $1,637,000 and $4,845,000 for the
          three and nine months ended September 30, 1998 as compared to
          $1,030,000 and $3,579,000 for the same periods in 1997 as a
          result of higher sales volume.  Non-cash capitalized software and
          license fee amortization was $165,000 and $504,000 for the three
          and nine months ended September 30, 1998 as compared to $454,000
          and $1,361,000 in the same periods in 1997, because there was no
          license fee amortization for the three and nine months ended
          September 30, 1998 due to the sale of the Care license back to
          Care Corporation Limited.

          Research and development expenses were $240,000 and $782,000 for
          the three and nine months ended September 30, 1998 compared to
          none for the same periods in 1997 as a result of development for
          billing and statistics modules related to the TAS 2000 product
          line.

          Sales and marketing expenses were $575,000 and $1,409,000 for the
          three and nine months ended September 30, 1998 as compared to
          $541,000 and $1,349,000 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 $568,000 and
          $1,432,000 in the three and nine months ended September 30, 1998
          as compared to $628,000 and $2,007,000 in the same periods in
          1997 due to continued efforts to reduce overhead costs.


                                      11
     <PAGE>


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

          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.  In the Classic line, the Company is completing the
          release later this year of a 32 bit full graphical user interface
          [GUI] version.

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

          On March 31, 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 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 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
          $3,893,054.  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.  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.

          The discounted note is collateralized by unencumbered Cover-All
          stock owned by Care and Software Investments Limited (a party
          related to 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 receiving the
          second installment of $500,000 on September 30, 1998, the number
          of shares required as collateral was recalculated.  An additional


                                      12
     <PAGE>


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

          2,000,000 shares were required as collateral bringing the total
          number of shares pledged to approximately 3,700,000.  The
          carrying value of the note at September 30, 1998 is $3,408,000.

          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 September 30, 1998, the Company had working capital of
          $5,310,000, as compared to working capital of $1,647,000 at
          December 31, 1997 and $759,000 at September 30, 1997.  The
          improvement in working capital was due to the payments received
          on new contracts signed and the recording of $1,000,000 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.

          YEAR 2000 READINESS
          -------------------

          The Year 2000 issue ("Y2K") is the result of computer programs
          that were written using two digits rather than four to define the
          applicable year.  As a result, software may recognize a date
          using the two digits "00" as 1900 rather than the year 2000. 
          Computer programs that do not recognize the proper date could
          generate erroneous data or cause systems to fail.  In addition,
          the Year 2000 problem also affects non-information technologies
          such as machines, equipment and other systems that contain
          embedded microprocessors.  The Year 2000 problem could affect the
          Company's computers, software programs, equipment and other
          systems used by the Company as well as such technologies of other
          companies with which the Company does business.

          The Company has identified four major areas determined to be
          critical for successful Y2K readiness:  (1) financial
          applications, (2) software products held for sale, (3) customers
          and (4) third-party relationships.

          In the first area, the Company has installed a managerial and
          financial reporting system which is warranted to be Y2K
          ready.  The cost of this system was approximately $40,000. 
          Therefore, the Company believes that its financial applications
          currently are capable of functioning without substantial Year


                                       13
     <PAGE>


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

          2000 readiness problems.  The Company has also completed an
          assessment of its non-information technology systems and does not
          believe it will incur significant costs remediating those systems
          for Y2K readiness.

          In the second area, software products held for sale, the Company
          has two product lines, TAS 2000 and Classic.  TAS 2000, a recently
          developed product, has been tested and is Y2K ready.  Costs 
          incurred in readying this product for the Year 2000 were treated 
          as normal development expenses.  For the Classic product line 
          Y2K upgrade, the Company spent approximately $192,000 in order 
          to make the product line Y2K ready and the Company believes that 
          the modifications to the Classic product line will achieve Y2K 
          readiness.  Moreover, the Company's products are often used by 
          its customers in systems that also contain third party products.  
          Therefore, even though the Company's current products may be Year 
          2000 ready, the failure of such third party products to be Year 
          2000 ready, or to properly interface with the Company's current 
          products, may result in customer system failure.

          In the third area, the Company is currently having discussions
          with its customers concerning Year 2000 readiness.  The Company, 
          however, has little or no control over the actions of these 
          customers, and thus, there can be no assurance that these
          customers will resolve any or all Year 2000 problems with their
          own systems (and with their other suppliers and vendors) before
          the occurrence of a material disruption or slowdown in their
          business which could, in turn, have a material adverse effect on
          their demand for the Company's products.  In the event that any
          of the Company's significant customers do not successfully and
          timely achieve Year 2000 readiness, there could be a material 
          adverse effect on the Company's business, financial condition 
          and results of operation.

          In the fourth area, the Y2K problem creates risk for the Company
          from unforeseen problems from third party suppliers, vendors and
          service providers.  The Company is currently in the process of
          identifying those suppliers, vendors and service providers that
          are believed to be critical to the Company's business operations. 
          The Company has identified only one major strategic vendor.  The
          Company has been verbally advised by, and is in the process of
          obtaining written confirmation from, this vendor regarding its 
          Y2K readiness.  The Company does not have extensive electronic
          interaction with third parties.  To the extent that the Company
          ascertains that its suppliers, vendor and/or service providers
          will be not Y2K ready, the Company expects to take remedial
          action such as procuring new suppliers, vendors or service
          providers whose systems are Y2K ready.  There can be no
          assurance, however, that the Company will be successful in
          finding such alternative suppliers, vendors or service providers. 
          Such failures of these third parties' computer systems could
          have a material impact on the Company's ability to conduct its 
          business.


                                       14
     <PAGE>


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

          At this time, the Company does not expect to incur any
          significant additional expense relating to the Y2K problem and
          the Company has not budgeted any expenditures accordingly.  Since
          the Company believes that its products are Y2K ready, we do
          not expect any delays in deliveries of product concerning the Y2K
          problem.

          The Company has not developed a "worst case" scenario with
          respect to Year 2000 issues, but instead has focused its
          resources on identifying material, remediable problems and
          reducing uncertainties generally, through the Year 2000
          assessment described above.  The Company is not actively engaged
          in preparing any formal Year 2000 contingency plan, and does not
          intend to do so unless the Company believes such plans are
          merited by the results of its continuing Year 2000 review.

          Based on the results to date of its assessment of the Year 2000
          issues of which the Company is aware at this time, the Company
          does not believe Year 2000 problems will have a material adverse
          effect on the Company or its operations.  No assurance can be
          given, however, that the Company has been able to identify all
          potential Year 2000 problems or that if Year 2000 problems are
          discovered by the Company in the future, it will be able to
          resolve them satisfactorily and at an affordable cost.

          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.


                                      15
     <PAGE>


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

          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.




                                       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 amended report to be 
          signed on its behalf by the undersigned thereunto duly 
          authorized.
    


                                             COVER-ALL TECHNOLOGIES INC.

   
          Date:   November 17, 1998          By:  /s/ Brian Magowan
                                                 --------------------------
                                                 Brian Magowan, Chairman
                                                 and Chief Executive
                                                 Officer
    


   
          Date:   November 17, 1998          By:  /s/ John R. Nobel    
                                                 -------------------------
                                                 John R. Nobel, Chief
                                                 Financial Officer
    




                                       17
     <PAGE>

                                 EXHIBIT INDEX


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

             27             Financial Data Schedule