<PAGE>.

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549
                                ----------------

                                    FORM 10-Q


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


For the quarterly period ended             September 30, 2001
                               ------------------------------------------

Commission File Number               0-13124
                       ---------------------------------

                           COVER-ALL TECHNOLOGIES INC.
                   ------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                       13-2698053
          --------                                       ----------
(STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

      18-01 Pollitt Drive
      FAIR LAWN, NEW JERSEY                                07410
      ---------------------                                -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                            Yes   X      No
                                 ---        ---


                Number of shares outstanding at November 5, 2001:

          15,335,718 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, 2001.
================================================================================


PART I:  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

     Consolidated Balance Sheets as of September 30, 2001 (Unaudited)
     and December 31, 2000 (Audited).......................................   3

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

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

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

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

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

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

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



                              . . . . . . . . . .





                                      -2-

<PAGE>

PART I:  FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

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

CONSOLIDATED BALANCE SHEETS
================================================================================

<TABLE>
<CAPTION>

                                                                             SEPTEMBER 30,          DECEMBER 31,
                                                                                 2001                   2000
                                                                          -------------------    ------------------
                                                                              (UNAUDITED)           (AUDITED)
ASSETS:
Current Assets:
<S>                                                                       <C>                    <C>
   Cash and Cash Equivalents.........................................     $         285,241      $       421,938
   Accounts Receivable (Less Allowance for Doubtful Accounts
      of $25,000 and $1,805,168).....................................             1,168,876            2,613,295
   Other Receivable..................................................                    --              285,000
   Prepaid Expenses..................................................               208,314              251,272
                                                                         -------------------    ------------------

   Total Current Assets..............................................             1,662,431            3,571,505
                                                                         -------------------    ------------------
Property and Equipment-- At Cost:
   Furniture, Fixtures and Equipment.................................             1,286,122            3,213,623
   Less:  Accumulated Depreciation...................................            (1,021,223)          (2,901,335)
                                                                         -------------------    ------------------

  Property and Equipment-- Net.......................................               264,899              312,288
                                                                         -------------------    ------------------

Capitalized Software (Less Accumulated Amortization of
   $4,669,435 and $3,983,811)........................................             1,177,831            1,197,821
                                                                         -------------------    ------------------

Deferred Financing Costs (Net of Accumulated Amortization of
   $6,682 and $0)....................................................               180,407                 --
                                                                         -------------------    ------------------

Other Assets.........................................................                59,335               59,335
                                                                         -------------------    ------------------
   Total Assets......................................................     $       3,344,903      $     5,140,949
                                                                         ===================    ==================

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





                                      -3-

<PAGE>

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

CONSOLIDATED BALANCE SHEETS
===============================================================================

<TABLE>
<CAPTION>

                                                                             SEPTEMBER 30,        DECEMBER 31,
                                                                                 2001                  2000
                                                                         -------------------    ------------------
                                                                              (UNAUDITED)           (AUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
<S>                                                                       <C>                    <C>
   Accounts Payable..................................................     $       772,296        $   1,023,316
   Accrued Liabilities...............................................             336,209              616,980
   Obligation Under Capital Lease....................................              34,574               64,435
   Unearned Revenue..................................................           1,675,437            1,788,324
                                                                         -------------------    ------------------

   Total Current Liabilities.........................................           2,818,516            3,493,055
                                                                         -------------------    ------------------
Long-Term Liabilities:
   Obligation Under Capital Lease....................................                  --               17,980
   Convertible Debentures............................................           1,800,000            3,000,000
                                                                         -------------------    ------------------

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

   Total Liabilities.................................................           4,618,516            6,511,035
                                                                         -------------------    ------------------

Commitments and Contingencies........................................                  --                   --
                                                                         -------------------    ------------------
Stockholders' Equity:
   Common Stock, $.01 Par Value, Authorized 75,000,000 Shares,
     17,835,718 and 17,681,172 Shares Issued and  15,335,718 and
     15,181,172 Shares Outstanding, Respectively.....................             178,357              176,812

Capital In Excess of Par Value.......................................          26,130,604           26,064,149

Accumulated Deficit..................................................         (26,879,574)         (26,908,047)


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

Total Stockholders' Equity...........................................          (1,273,613)          (1,370,086)
                                                                         -------------------    ------------------

Total Liabilities and Stockholders' Equity...........................     $     3,344,903        $   5,140,949
                                                                         ===================    ==================

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





                                      -4-

<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
===============================================================================

<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                             SEPTEMBER 30,                       SEPTEMBER 30,
                                                   ----------------------------------  --------------------------------
                                                         2001              2000             2001              2000
                                                   ----------------  ----------------  ---------------  ----------------
REVENUES:
<S>                                                <C>               <C>               <C>              <C>
     Licenses..................................    $        42,870   $       721,070   $       274,610  $     1,736,776
     Maintenance...............................          1,227,093           977,553         3,461,030        2,986,360
     Professional Services.....................            258,495           534,529           984,153        1,344,059
                                                   ----------------  ----------------  ---------------  ----------------
     TOTAL REVENUES............................          1,528,458         2,233,152         4,719,793        6,067,195
                                                   ----------------  ----------------  ---------------  ----------------

COST OF REVENUES:
     Licenses..................................            338,344           422,616         1,046,810        2,422,410
     Maintenance...............................            703,684           856,349         2,176,132        2,408,636
     Professional Services.....................            172,326           245,313           549,880          625,175
                                                   ----------------  ----------------  ---------------  ----------------
     TOTAL COST OF REVENUES....................          1,214,354         1,524,278         3,772,822        5,456,221
                                                   ----------------  ----------------  ---------------  ----------------
     DIRECT MARGIN.............................            314,104           708,874           946,971          610,974
                                                   ----------------  ----------------  ---------------  ----------------

OPERATING EXPENSES:
     Sales and Marketing.......................            306,758           228,324           977,675          628,371
     General and Administrative................            334,268           432,802         1,038,269        1,342,590
     Research and Development..................            105,882           223,503           312,079          612,877
     Allowance for Doubtful Accounts...........             25,000           (38,675)          (58,162)        (203,440)
                                                   ----------------  ----------------  ---------------  ----------------
     TOTAL OPERATING EXPENSES..................            771,908           845,954         2,269,861        2,380,398
                                                   ----------------  ----------------  ---------------  ----------------
     OPERATING LOSS............................           (457,804)         (137,080)       (1,322,890)      (1,769,424)
                                                   ----------------  ----------------  ---------------  ----------------

OTHER INCOME (EXPENSE):
     Other Income..............................                 --                --           225,127               --
     Interest Expense..........................            (38,786)          (96,105)         (228,019)        (289,400)
     Interest Income - Related Party
       (Imputed)...............................                 --            17,186                --           75,028
     Interest Income...........................              1,405               885            14,255            6,343
                                                   ----------------  ----------------  ---------------  ----------------
     TOTAL INTEREST INCOME (EXPENSE)...........            (37,381)          (78,034)           11,363         (208,029)
                                                   ----------------  ----------------  ---------------  ----------------
     FOREIGN CURRENCY TRANSACTION
       GAIN (LOSS).............................                 --                --                --          (13,965)
                                                   ----------------  ----------------  ---------------  ----------------
     LOSS BEFORE INCOME TAX
       BENEFIT.................................           (495,185)         (215,114)       (1,311,527)      (1,991,418)

INCOME TAX BENEFIT.............................                 --                --           536,000               --
                                                   ----------------  ----------------  ---------------  ----------------

INCOME (LOSS) BEFORE EXTRAORDINARY
     ITEMS.....................................           (495,185)         (215,114)         (775,527)      (1,991,418)

EXTRAORDINARY ITEM - GAIN ON EXTINGUISHMENT OF
     DEBT (NET OF INCOME TAX OF $536,000)......                 --                --           804,000               --
                                                   ----------------  ----------------  ---------------  ----------------

NET INCOME (LOSS)..............................    $      (495,185)  $      (215,114)  $        28,473  $    (1,991,418)
                                                   ================  ================  ===============  ================
BASIC AND DILUTED EARNINGS (LOSS) PER COMMON
     SHARE BEFORE EXTRAORDINARY ITEMS..........    $         (0.03)  $        (0.01)   $        (0.05)  $        (0.11)
                                                   ================  ================  ===============  ================

BASIC AND DILUTED EARNINGS (LOSS) PER COMMON
     SHARE.....................................    $         (0.03)  $        (0.01)   $         0.00   $        (0.11)
                                                   ================  ================  ===============  ================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
     OUTSTANDING FOR BASIC
     EARNINGS (LOSS) PER COMMON SHARE..........         15,284,000        17,681,000        15,216,000       17,295,000
                                                   ================  ================  ===============  ================

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

                                   -5-

<PAGE>

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

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

<TABLE>
<CAPTION>

                                                                                       NINE MONTHS ENDED
                                                                                          SEPTEMBER 30,
                                                                              -------------------------------------
                                                                                     2001               2000
                                                                              ------------------  -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>                 <C>
      Income (Loss) from Operations.......................................    $        28,473     $    (1,991,418)
      Adjustments to Reconcile Net Income (Loss) to
         Net Cash Provided From (Used For) Operating Activities:
             Depreciation.................................................            112,655             114,328
             Amortization of Capitalized Software.........................            685,624             674,429
             Amortization of Deferred Financing Costs.....................              6,682                  --
             Gain on Extinguishment of Convertible Debentures.............         (1,340,000)                 --
             Imputed Interest Income......................................                 --            (115,684)
             Provision for Uncollectible Accounts.........................            (58,162)           (203,440)

      Changes in Assets and Liabilities:
         (Increase) Decrease in:
             Accounts Receivable..........................................          1,502,581              25,854
             Prepaid Expenses.............................................             42,958             161,882
             Accrued Interest-- Related Party Note Receivable.............                 --              40,656
             Other Receivable.............................................            285,000                  --

         Increase (Decrease) in:
             Accounts Payable.............................................           (251,020)             44,678
             Accrued Liabilities..........................................           (280,771)           (441,671)
             Unearned Revenue.............................................           (112,887)           (112,920)
                                                                              ------------------  -----------------

      Net Cash Provided From (Used For) Operating Activities..............            621,133          (1,803,306)
                                                                              ------------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Repayment of Notes Receivable - Related Party.......................                 --             750,000
      Capital Expenditures................................................            (65,266)            (22,961)
      Capitalized Software Expenditures...................................           (665,634)                 --
                                                                              ------------------  -----------------

      Net Cash (Used For) Provided From Investing Activities..............           (730,900)            727,039
                                                                              ------------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from Convertible Debentures................................          1,800,000                  --
      Payment on Convertible Debentures...................................         (1,660,000)                 --
      Deferred Financing Costs............................................           (187,089)                 --
      Net Proceeds from Issuance of Common Stock..........................             68,000             431,250
      Principal Payments on Capital Lease.................................            (47,841)            (44,176)
      Proceeds from Exercise of Stock Options.............................                 --              19,531
                                                                              ------------------  -----------------

      Net Cash (Used For) Provided From Financing Activities..............            (26,930)            406,605
                                                                              ------------------  -----------------

CHANGE IN CASH AND CASH EQUIVALENTS.......................................           (136,697)           (669,662)

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

CASH AND CASH EQUIVALENTS - END OF PERIOD.................................    $       285,241     $       396,131
                                                                              ==================  =================



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


                                       -6-
<PAGE>

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

[1] GENERAL

For a summary of significant accounting policies, refer to Note 1 of Notes to
Consolidated Financial Statements included in Cover-All Technologies Inc.'s (the
"Company") Annual Report on Form 10-K for the year ended December 31, 2000.
While the Company believes that the disclosures herein presented are adequate to
make the information not misleading, these consolidated financial statements
should be read in conjunction with the consolidated financial statements and the
notes thereto included in the Company's latest annual report. Certain amounts
for the prior period have been reclassified to conform with the current period's
financial statement presentation. The financial statements include on a
consolidated basis the results of all subsidiaries. All material intercompany
transactions have been eliminated.

In the opinion of management, the accompanying consolidated financial statements
include all adjustments which are necessary to present fairly the Company's
consolidated financial position as of September 30, 2001, and the results of
their operations for the three and nine month periods ended September 30, 2001
and 2000, and their cash flows for the nine month periods ended September 30,
2001 and 2000. Such adjustments are of a normal and recurring nature. The
results of operations for the three and nine month periods ended September 30,
2001 and 2000 are not necessarily indicative of the results to be expected for a
full year.

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

On March 31, 1996, the Company was granted by Care Corporation Limited ("Care")
the exclusive license for the Care software systems for use in the workers'
compensation claims administration markets in Canada, Mexico and Central and
South America (the "Care Software License"). In exchange for this license, the
Company issued to Care 2,500,000 shares of the Company's Common Stock at $2.00
per share to value the license at $5,000,000 at March 31, 1996. The license
agreement was revised on March 14, 1997, and the Company engaged Care as its
exclusive sales agent for a monthly fee of $10,000 against commissions of 20%.
Depending upon the level of revenue reached or not reached under the license
agreement, the Company had the right to repurchase all or portions of the shares
issued to Care at $.01 per share.

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

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


                                      -7-

<PAGE>

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

Based on the above, and due to the related party nature of the Care Software
License buy back agreement, the Company has recorded the $1,143,054 difference
between the carrying value of the Care Software License at December 31, 1997 of
$3,250,000 and the discounted $4,393,054 buy back agreement amount to capital in
excess of par value.

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

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

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

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

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

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

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


                                      -8-


<PAGE>

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

[4] CONVERTIBLE DEBENTURES

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

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

 [5] SEGMENT INFORMATION

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

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

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

<TABLE>
<CAPTION>


                                                                       (DOLLARS IN THOUSANDS)
                                                                THREE MONTHS ENDED SEPTEMBER 30, 2001
                                                      ----------------------------------------------------------
                                                           CLASSIC                TAS             CONSOLIDATED
                                                      ------------------- --------------------- ----------------
<S>                                                     <C>                    <C>                   <C>
Revenues.....................................           $  1,339               $    189              $  1,528
Operating Profit (Loss)......................                171                   (629)                 (458)
Interest Income..............................                  1                     --                     1
Interest Expense.............................                 34                      5                    39
Depreciation and Amortization................                 24                    255                   279
Capital Expenditures.........................                  4                     --                     4
Capitalized Software Expenditures............                 --                    167                   167
Income (Loss) before Income Tax Benefit......                138                   (633)                 (495)
</TABLE>







                                       -9-

<PAGE>

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

<TABLE>
<CAPTION>

                                                                           (DOLLARS IN THOUSANDS)
                                                                    NINE MONTHS ENDED SEPTEMBER 30, 2001
                                                      ----------------------------------------------------------
                                                            CLASSIC                 TAS           CONSOLIDATED
                                                      ---------------------  -----------------  ----------------

<S>                                                        <C>                <C>                     <C>
Revenues.....................................              $ 4,203            $      517              $ 4,720
Operating Profit (Loss)......................                  599                (1,922)              (1,323)
Interest Income..............................                   13                     1                   14
Interest Expense.............................                  204                    24                  228
Depreciation and Amortization................                   62                   743                  805
Capital Expenditures.........................                   59                     6                   65
Capitalized Software Expenditures............                   --                   666                  666
Income (Loss) before Income Tax Benefit......                  408                (1,719)              (1,311)

<CAPTION>

                                                                           (DOLLARS IN THOUSANDS)
                                                                   THREE MONTHS ENDED SEPTEMBER 30, 2000
                                                      ----------------------------------------------------------
                                                            CLASSIC                 TAS           CONSOLIDATED
                                                      ---------------------  -----------------  ----------------
<S>                                                        <C>                  <C>                   <C>
Revenues.....................................              $ 1,974              $    259              $ 2,233
Operating Profit (Loss)......................                  796                  (933)                (137)
Interest Income..............................                   16                     2                   18
Interest Expense.............................                   85                    11                   96
Depreciation and Amortization................                   16                   247                  263
Capital Expenditures.........................                    4                    --                    4
Capitalized Software Expenditures............                   --                    --                  --
Income (Loss) before Income Tax Benefit......                  727                  (942)                (215)

<CAPTION>

                                                                       (DOLLARS IN THOUSANDS)
                                                                NINE MONTHS ENDED SEPTEMBER 30, 2000
                                                      ----------------------------------------------------------
                                                             CLASSIC                TAS           CONSOLIDATED
                                                      ---------------------  -----------------  ----------------

<S>                                                        <C>                  <C>                   <C>
Revenues.....................................              $ 5,308              $    759              $ 6,067
Operating Profit (Loss)......................                1,825                (3,594)              (1,769)
Interest Income..............................                   71                    10                   81
Interest Expense.............................                  253                    36                  289
Depreciation and Amortization................                   43                   746                  789
Capital Expenditures.........................                   12                    11                   23
Capitalized Software Expenditures............                   --                    --                   --
Income (Loss) before Income Tax Benefit......                1,622                (3,613)              (1,991)
</TABLE>






                                      -10-

<PAGE>

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

[6]  EARNINGS PER SHARE DISCLOSURES

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

<TABLE>
<CAPTION>

                                                                         FOR THE THREE MONTHS ENDED
                                                                             SEPTEMBER 30, 2001
                                                         --------------------------------------------------------
                                                               INCOME              SHARES              PER SHARE
                                                             (NUMERATOR)        (DENOMINATOR)           AMOUNT
                                                         -----------------   -------------------   -------------


Basic EPS:
 Income Available to Common
<S>                                                          <C>                 <C>                 <C>
   Stockholders......................................        $(495,185)          15,283,643          $   (0.03)
Effect of Dilutive Securities:
  Options............................................                --                  --                  --
  Warrants...........................................                --                  --                  --
                                                         -----------------   -------------------   -------------
Diluted EPS:
  Income Available to Common Stockholders
    Plus Assumed Conversions.........................        $(495,185)          15,283,643          $   (0.03)
                                                         =================   ===================   ==============

<CAPTION>

                                                                         FOR THE NINE MONTHS ENDED
                                                                             SEPTEMBER 30, 2001
                                                         --------------------------------------------------------
                                                               INCOME              SHARES              PER SHARE
                                                             (NUMERATOR)        (DENOMINATOR)           AMOUNT
                                                         -----------------   -------------------   -------------
Basic EPS:
 Income Available to Common
<S>                                                             <C>              <C>                   <C>
   Stockholders......................................           $28,473          15,215,704            $   0.00
Effect of Dilutive Securities:
  Options............................................                --               4,228                  --
  Warrants...........................................                --                  --                  --
                                                         -----------------   -------------------   -------------
Diluted EPS:
  Income Available to Common Stockholders
    Plus Assumed Conversions.........................           $28,473          15,219,932            $   0.00
                                                         =================   ===================   =============
</TABLE>







                                      -11-

<PAGE>

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

<TABLE>
<CAPTION>

                                                                         FOR THE THREE MONTHS ENDED
                                                                             SEPTEMBER 30, 2001
                                                         --------------------------------------------------------
                                                               INCOME              SHARES              PER SHARE
                                                             (NUMERATOR)        (DENOMINATOR)           AMOUNT
                                                         -----------------   -------------------   -------------
Basic EPS:
 Income Available to Common
<S>                                                       <C>                     <C>               <C>
   Stockholders......................................     $   (215,114)           17,681,172        $    (0.01)
Effect of Dilutive Securities:
  Options............................................               --                    --                --
  Warrants...........................................               --                    --                --
                                                         -----------------   -------------------   -------------
Diluted EPS:
  Income Available to Common Stockholders
    Plus Assumed Conversions.........................     $   (215,114)           17,681,172        $    (0.01)
                                                         =================   ===================   =============

<CAPTION>

                                                                         FOR THE THREE MONTHS ENDED
                                                                             SEPTEMBER 30, 2001
                                                         --------------------------------------------------------
                                                               INCOME              SHARES              PER SHARE
                                                             (NUMERATOR)        (DENOMINATOR)           AMOUNT
                                                         -----------------   -------------------   -------------
Basic EPS:
 Income Available to Common
<S>                                                      <C>                      <C>               <C>
   Stockholders......................................    $  (1,991,418)           17,295,168        $    (0.11)
Effect of Dilutive Securities:
  Options............................................               --                    --               --
  Warrants...........................................               --                    --               --
                                                         -----------------   -------------------   -------------
Diluted EPS:
  Income Available to Common Stockholders
    Plus Assumed Conversions.........................    $  (1,991,418)           17,295,168        $    (0.11)
                                                         =================   ===================   =============
</TABLE>


Options and warrants to purchase 2,567,750 shares of common stock at prices
ranging from $.3438 to $4.00 per share were outstanding at September 30, 2001,
but were not included in the computation of diluted EPS because the options'
exercise price was greater than the average market price of the common shares
for the period ($.34). The Company's convertible debt does not affect the EPS
calculation for the periods ended September 30, 2001 because it would be
antidilutive.

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

[7]  OTHER INCOME

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

[8]  EXTRAORDINARY ITEMS

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


                                      -12-

<PAGE>

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, 2001 were $1,528,000 as
compared to $2,233,000 for the same period in 2000. License fees were $43,000
for the three months ended September 30, 2001 compared to $721,000 in the same
period in 2000, as a result of fewer new Classic sales in the third quarter of
2001. For the three months ended September 30, 2001, maintenance revenues were
$1,227,000 compared to $978,000 in the same period of the prior year due to an
increased Classic customer base. Professional services revenue contributed
$258,000 in the three months ended September 30, 2001 compared to $534,000 in
the third quarter of 2000 as a result of fewer new Classic sales in the third
quarter of 2001. Total Classic revenues were $1,339,000 for the three months
ended September 30, 2001 as compared to $1,974,000 for the three months ended
September 30, 2000. Total TAS 2000 revenues were $189,000 for the three months
ended September 30, 2001 as compared to $259,000 for the three months ended
September 30, 2000. For the nine months ended September 30, 2001, total revenues
were $4,720,000 compared to $6,067,000 in the same period of the prior year.
Total Classic revenues were $4,203,000 for the nine months ended September 30,
2001 as compared to $5,308,000 in the same period in 2000. Total TAS 2000
revenues were $517,000 for the first nine months of 2001 as compared to $759,000
in the same period in 2000.

Cost of sales decreased to $1,214,000 and $3,773,000 for the three and nine
months ended September 30, 2001 as compared to $1,524,000 and $5,456,000 for the
same periods in 2000 due to staff reductions in the TAS 2000 division, and
combining of the support services for the Classic and TAS 2000 products and
other cost reductions implemented after the second quarter of 2000. Non-cash
capitalized software amortization was $236,000 and $686,000 for the three and
nine months ended September 30, 2001 as compared to $225,000 and $674,000 in the
same periods in 2000.

Research and development expenses were $106,000 and $312,000 for the three and
nine months ended September 30, 2001 compared to $224,000 ad $613,000 for the
same periods in 2000. The Company is continuing to enhance the functionality of
its products and to refine its processes in response to customer needs.

Sales and marketing expenses were $307,000 and $978,000 for the three and nine
months ended September 30, 2001 as compared to $228,000 and $628,000 in the same
periods of 2000 primarily due to an increase in the sales effort and the hiring
of a new chief marketing officer in 2001.

General and administrative expenses decreased to $334,000 and $1,038,000 in the
three and nine months ended September 30, 2001 as compared to $433,000 and
$1,343,000 in the same periods in 2000 primarily due to a decrease in consulting
and legal costs in the first nine months of 2001.

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

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

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

At September 30, 2001, the Company had a working capital deficit of $(1,156,085)
compared to working capital of $1,275,000 in 2000. The decrease in working
capital is primarily due to the write-off of the Care Note at December 31, 2000.

The Company raised $1,800,000 of permanent financing through the sale of its
8.00% convertible debentures pursuant to a Convertible Loan Agreement, dated
June 28, 2001, by and among the Company, and Renaissance US Growth & Income



                                      -13-

<PAGE>

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

Trust PLC, and BFSUS Special Opportunities Trust PLC, as lenders, and
Renaissance Capital Group, Inc., as agent, for an aggregate amount of $1,400,000
and a Convertible Loan Agreement, dated June 28, 2001, by and among the Company,
and John Roblin, Arnold Schumsky and Stuart Sternberg, as lenders, and Stuart
Sternberg, as agent, for an aggregate amount of $400,000. The debentures are
convertible into shares of common stock initially at $0.50 per share subject to
adjustment according to the terms of the respective loan agreement. Upon receipt
of the funds, the Company settled its obligations with FINOVA Mezzanine Capital
Inc. by using $1,660,000 of the proceeds to fully settle its $3,000,000
principal amount 12.5% convertible debentures due in 2002. The Company
recognized an extraordinary gain on extinguishment of debt of $804,000, net of
income taxes of $536,000, in June 2001. As of September 30, 2001 the Company was
not in compliance with one of the financial covenants of the Convertible Loan
Agreements pursuant to which an aggregate of $1.8 million of 8% convertible
debentures were issued and sold by the Company in June 2001 (the "Loan
Agreements"). On September 30, 2001 the Company received Limited Waivers to the
Loan Agreements under which the holders waived the Company's non-compliance that
existed up through and including September 30, 2001 under the financial covenant
in the Loan Agreements.

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

NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS
-------------------------------------------

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

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

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


                                      -14-

<PAGE>

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

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------    ----------------------------------------------------------

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

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

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

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

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

                                * * * * * * * * *

Statements in this Form 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.
       --------

       10(r)(8)   Limited Waiver to Convertible Loan Agreements, dated as of
                  September 30, 2001, by Renaissance US Growth & Income Trust
                  PLC and BFSUS Special Opportunities Trust PLC.

(b)    REPORTS ON FORM 8-K.
       -------------------

       On July 11, 2001, the Company filed a Form 8-K under Item 5 to disclose
       the announcement of the consummation of the sale and issuance to certain
       lenders of an aggregate of $1,800,000 of 8.00% Convertible Debentures,
       due 2008. The Company also announced that Mr. Russell Cleveland had been
       named a director of the Company.
















                                      -16-

<PAGE>

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

SIGNATURES
================================================================================


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    COVER-ALL TECHNOLOGIES INC.


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



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


















                                      -17-