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 quarter ended     June 30, 1997    Commission File Number       0-13124

                  COVER-ALL TECHNOLOGIES, INC. AND SUBSIDIARIES
             (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 of 15(d) of the  Securities  and  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                              Yes   X      No


                Number of shares outstanding at August 11, 1997:

          16,720,297 shares of Common Stock, par value $.01 per share.


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COVER-ALL TECHNOLOGIES, INC. AND SUBSIDIARIES
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INDEX TO FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1997
------------------------------------------------------------------------------





PART I:  FINANCIAL INFORMATION

Item 1.  Financial Statements

   Consolidated Balance Sheets as of June 30, 1997 [Unaudited]
   and December 31, 1996 [Audited].................................. 1.....  2

   Consolidated Statements of Operations for the Three and Six Months
   Ended June 30, 1997 and 1996 [Unaudited]......................... 3.....

   Consolidated Statements of Cash Flows for the Six Months Ended
   June 30, 1997 and 1996 [Unaudited]............................... 4.....

   Notes to Consolidated Financial Statements [Unaudited]........... 5.....  8

Item 2.  Managements' Discussion and Analysis of the Financial
         Condition and Results of Operations........................ 9..... 10

PART II: OTHER INFORMATION..........................................11.....

SIGNATURE...........................................................12.....





                         . . . . . . . . . . . . . . .


<PAGE>



PART I:  FINANCIAL INFORMATION

Item 1:  Financial Statements

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


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



                                                        June 30,    December 31,
                                                         1 9 9 7        1 9 9 6
                                                       [Unaudited]    [Audited]
Assets:
Current Assets:
  Cash and Cash Equivalents                            $1,123,645   $   446,672
  Accounts Receivable [Less Allowance 
  for Doubtful Accounts of $76,969 and $43,870]         1,238,655     1,585,398
  Prepaid Expenses                                        244,524         7,161
                                                       ----------   -----------

  Total Current Assets                                  2,606,824     2,039,231
                                                       ----------   -----------

Property and Equipment - At Cost:
  Furniture, Fixtures and Equipment                     2,625,678     3,072,706
  Less: Accumulated Depreciation                       (2,319,145)   (2,662,713)
                                                       ----------   -----------

  Property and Equipment - Net                            306,533       409,993
                                                       ----------   -----------

Software License [Less Amortization of $1,250,000
  and $750,000]                                         3,750,000     4,250,000
                                                       ----------   -----------

Capitalized Software [Less Amortization of $1,413,414
  and $1,005,964]                                       1,070,499     1,477,950
                                                       ----------   -----------

Other Assets                                               59,335        66,181
                                                       ----------   -----------

  Total Assets                                         $7,793,191   $ 8,243,355
                                                       ==========   ===========




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

                                         1

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


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



                                                        June 30,    December 31,
                                                       1 9 9 7        1 9 9 6
                                                      [Unaudited]     [Audited]
Liabilities and Stockholders' Equity:
Current Liabilities:
  Accounts Payable                                     $  487,193   $   536,172
  Accrued Liabilities                                   1,195,501     1,614,612
  Unearned Revenue                                        675,401     1,181,575
                                                       ----------   -----------

  Total Current Liabilities                             2,358,095     3,332,359
                                                       ----------   -----------

Convertible Debentures                                  3,000,000            --
                                                       ----------   -----------

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

Stockholders' Equity:
  Common Stock, $.01 Par Value, Authorized 
  30,000,000 Shares, Issued 17,354,283 and
  17,351,883 Shares                                       173,543       173,519

  Capital In Excess of Par Value                       27,378,871    27,258,352

  Accumulated Deficit                                  (22,550,111) (19,953,668)

  Treasury Stock - At Cost - 633,986 Shares            (2,567,207)   (2,567,207)
                                                       ----------   -----------

  Total Stockholders' Equity                            2,435,096     4,910,996
                                                       ----------   -----------

  Total Liabilities and Stockholders' Equity           $7,793,191   $ 8,243,355
                                                       ==========   ===========




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

                                         2

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COVER-ALL TECHNOLOGIES, INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
------------------------------------------------------------------------------


                                   Three months ended          Six months ended
                                       June 30,                   June 30,
                                       --------                   --------
                                  1 9 9 7     1 9 9 6       1 9 9 7     1 9 9 6
                                  -------     -------       -------     -------

Revenues:
  Licenses                     $  412,532  $  502,241   $   486,508 $   707,242
  Maintenance                     628,318     528,333     1,215,178   1,035,437
  Professional Services           297,350     866,387       519,228   1,274,385
                               ----------  ----------   ----------- -----------

  Total Revenues                1,338,200   1,896,961     2,220,914   3,017,064
                               ----------  ----------   ----------- -----------

Costs and Expenses:
  Cost of Sales                 1,242,675     929,370     2,549,065   1,390,626
  Research and Development             --     913,658            --   1,703,033
  Sales and Marketing             456,541     203,577       808,470     321,736
  General and Administrati        649,513   1,130,822     1,459,822   1,680,141
                               ----------  ----------   ----------- -----------

  Total Costs and Expenses      2,348,729   3,177,427     4,817,357   5,095,536
                               ----------  ----------   ----------- -----------

  Net Loss                     $(1,010,529)$(1,280,466) $(2,596,443)$(2,078,472)
                               =========== ===========  =========== ===========

  Net Loss Per Share           $   (0.060) $   (0.078)  $    (0.155)$    (0.160)
                               ==========  ==========   =========== ===========

  Weighted Average Number of
   Common Shares Outstanding   16,720,297  16,314,436    16,719,146  13,014,557
                               ==========  ==========   =========== ===========




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

                                         3

<PAGE>



COVER-ALL TECHNOLOGIES, INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
------------------------------------------------------------------------------

                                                           Six months ended
                                                                June 30,
                                                          1 9 9 7       1 9 9 6
                                                         -------       -------
Cash Flows from Operating Activities:
  Net Loss from Continuing Operations                  $(2,596,443) $(2,078,472)
  Adjustments to Reconcile Net Loss to Net Cash
   Used for Operating Activities
   Depreciation                                           104,662       168,741
   Amortization of Capitalized Software and 
    Software License                                      907,450       473,859
   Compensation Expense Related to Issuance of 
    Stock Options                                         116,344            --
   Accounts Receivable                                    346,743       277,384
   Income Taxes Receivable                                     --     2,300,000
   Prepaid Expenses                                      (237,363)     (364,140)
   Other Assets                                             6,846       308,670
   Accounts Payable                                       (48,979)     (211,659)
   Accrued Liabilities                                   (419,110)   (1,077,925)
   Unearned Revenue                                      (506,174)     (330,564)
                                                       ----------   -----------

  Net Cash Used for Continuing Operating Activities    (2,326,024)     (534,106)
                                                       ----------   -----------

Decrease in Net Liabilities of Discontinued Operat             --    (1,670,028)
                                                       ----------   -----------

  Net Cash Used for Discontinued Operating Activiti            --    (1,670,028)
                                                       ----------   -----------

  Net Cash Used for Continuing Activities              (2,326,024)   (2,204,134)
                                                       ----------   -----------

Cash Flow from Investing Activities:
  Capital Expenditures                                     (1,202)      (34,313)
  Capital Software Expenditures                                --      (490,810)
                                                       ----------   -----------

  Net Cash Used for Investing Activities                   (1,202)     (525,123)
                                                       ----------   -----------

Cash Flows from Financing Activities:
  Proceeds from the Bridge Financing and the Sale of
   Convertible Debentures                               3,750,000            --
  Payments on the Bridge Financing                       (750,000)           --
  Net Proceeds from Issuance of Common Stock                4,199     4,737,401
                                                       ----------   -----------

  Net Cash Provided from Financing Activities           3,004,199     4,737,401
                                                       ----------   -----------

  Change in Cash and Cash Equivalents                     676,973     2,008,144

Cash and Cash Equivalents - Beginning of Periods          446,672     1,576,745
                                                       ----------   -----------

  Cash and Cash Equivalents - End of Periods           $1,123,645   $ 3,584,889
                                                       ==========   ===========

Supplemental Disclosures of Non-Cash Investing and Financing Activities in 1996:

Financing
In connection  with the  discontinuance  of ISD, the Company issued Common Stock
and Warrants for $6,978,340 as a result of the restructuring agreement [See Note
3].

Investing
The Company acquired a software license from Care by issuing Common Stock valued
at $5,000,000 [See Note 4].

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

                                         4

<PAGE>



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



[1] General

For a summary of significant  accounting  policies,  refer to Note 1 of Notes to
Consolidated  Financial Statements included in Cover-All  Technologies Inc. [the
"Company"]  Annual  Report on Form 10-K for the year ended  December  31,  1996.
While the Company  believes that the disclosures  presented are adequate to make
the information not misleading,  these consolidated  financial statements should
be read in conjunction with the consolidated  financial statements and the notes
thereto included in the Company's latest annual report.  Certain amounts for the
prior year have been reclassified to conform with the current period's financial
statement presentation. The financial statements include on a consolidated basis
the results of all  subsidiaries.  All material  intercompany  transactions have
been eliminated.

In the opinion of management, the accompanying consolidated financial statements
include all  adjustments  which are  necessary to present  fairly the  Company's
financial  position as of June 30, 1997 and December 31, 1996 and the results of
operations for the three and six month periods ended June 30, 1997 and 1996, and
the cash  flows for the six month  periods  ended June 30,  1997 and 1996.  Such
adjustments are of a normal and recurring nature.  The results of operations for
the  three  and six  month  periods  ended June  30,  1997  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 are being used for working
capital purposes.

[3] Discontinued Operations

In March 1995,  the Company  entered into a series of agreements  which provided
for the transfer and  discontinuance of its Insurance  Services Division ["ISD"]
operations  and the  issuance  of the  Company's  Common  Stock and  Warrants to
certain customers of the ISD business in exchange for the release of the Company
from its obligations to provide  insurance  services to ISD customers and to The
Robert Plan  Corporation  in exchange for the  settlement  and  dismissal of two
lawsuits with The Robert Plan  Corporation.  Effective March 1, 1996 the Company
discontinued providing insurance processing services to the automobile insurance
industry and  reflected  those  activities  as  discontinued  operations  in its
Financial Statements in December 1995.

                                         5

<PAGE>



COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #2
[UNAUDITED]
------------------------------------------------------------------------------



[3] Discontinued Operations [Continued]

As part of the  restructuring  transactions  ["the  Restructuring"]  the Company
transferred certain assets, employees, contracts and leased premises relating to
its ISD business to a subsidiary of The Robert Plan Corporation,  which replaced
the Company as the  provider of  insurance  services  to the ISD  customers.  In
exchange for settling the  lawsuits,  releasing  the  Company's  obligations  to
provide insurance services under its contracts and executing mutual releases the
Company  issued to  certain  of the ISD  customers  and  certain  parties to the
litigation;  (a) a total of 3,256,201  shares of the Company's Common Stock, (b)
five-year Warrants to purchase up to an additional aggregate of 1,553,125 shares
of the  Company's  Common Stock at $2.00 per share and (c) cash of $2.5 million.
The holders of these  securities  can  request  the  Company to  register  these
securities with such registration  costs to be paid by the Company.  The Company
had the option,  exercisable for a period of six months,  to (i) purchase 50% of
the  aforementioned  3,256,201  shares at a cash price  equal to the  greater of
$3.00 or 50% of the then market price of a share of the  Company's  Common Stock
and (ii)  acquire 50% of the  1,553,125  Warrants at a cash price equal to $1.00
per  Warrant.  On March  31,  1996,  the  Company  assigned  its  aforementioned
repurchase  option  applicable  to the  Company's  Common  Stock and Warrants to
Software  Investments  Limited ["SIL"].  SIL  subsequently  exercised all of the
options to purchase the Company's Common Stock and Warrants as discussed in Note
4. As a result of the issuance of shares  described in Note 4, the  antidilution
provisions of the warrants  required an  adjustment of shares to 1,725,694  from
1.553,125 and a price  adjustment to $1.80 from $2.00 per share.  Further,  as a
result of the issuance of the 12 1/2% Convertible  Debentures  discussed in Note
2, the Warrants  required an adjustment to the number of shares  purchasable  to
902,979 and the exercise price to $1.72 per share.

[4] Sale of Stock and Warrants

On March 31,  1996,  the  Company  entered  into a series of  transactions  with
Software  Investment  Limited  ["SIL"]  and Care  Corporation  Limited  ["Care"]
whereby the Company:

[A] Sold to SIL for total  proceeds of $3,022,391:  (i) 1,412,758  shares of the
Company's  Common  Stock for $2.00 per  share  and (ii)  five-year  warrants  to
purchase  an  aggregate  of  196,875  shares  of  the  Company's   Common  Stock
exercisable at $2.00 per share for $1.00 per warrant ($196,875).

[B] Assigned to SIL the rights it retained in the Restructuring  [see Note 3] to
repurchase  within six months 1,628,100 shares of the Company's Common Stock for
the  greater of $3.00 per share or 50 percent  of the then  market  price of the
Company's  Common Stock and its rights to purchase from the warrant  holders for
$1.00 per share  five-year  warrants to acquire  776,562 shares of the Company's
Common  Stock at $2.00  per  share.  As a result  of the  issuance  of the above
mentioned  shares,  the  antidilution  provisions  of the  Warrants  required an
adjustment from 776,562 shares at $2.00 per share to 862,847 shares at $1.80 per
share.  Further,  as a  result  of  the  issuance  of the  12  1/2%  Convertible
Debentures  discussed  in Note 2, the  Warrants  required an  adjustment  to the
number of shares  purchasable  to 206,152  and the  exercise  price to $1.91 per
share. In July 1997 SIL assigned the Warrants to purchase  100,000 shares of the
206,152 shares at $1.91 per share to three independent investors.

On May 1, 1996, SIL acquired  1,628,100  shares of the Company's Common Stock at
$3.00 per share,  and at $1.00 per Warrant,  862,847 Warrants to acquire 862,847
shares of the Company's  Common Stock at $1.80 per share.  SIL  exercised  these
Warrants  on May 6, 1996,  resulting  in the  Company  receiving  $1,553,124  in
additional equity.

                                         6

<PAGE>



COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet 3
[UNAUDITED]
------------------------------------------------------------------------------



[4] Sale of Stock and Warrants [Continued]

In addition,  on March 31, 1996,  the Company was granted by Care the  exclusive
license for the Care  software  for use in the workers'  compensation  and group
health  claims  administration  markets in Canada,  Mexico and Central and South
America.  In exchange for this  license,  the Company  issued to Care  2,500,000
shares of the  Company's  Common  Stock.  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,  the  Company  will  have the  right to  repurchase  at $.01 per  share
portions of the shares issued to Care based upon the level of revenues  actually
achieved. Under certain circumstances,  based upon aggregate net sales in excess
of $10 million  from a maximum of two  separate  sales  during  such  three-year
period,  the Company will be required to grant Care five-year warrants to buy an
additional 1,000,000 shares of the Company's Common Stock at $2.00 per share.

[5] Litigation

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

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

On March 1, 1996, the two lawsuits  described  above were settled as part of the
overall  settlement with certain of the Company's  insurance  services customers
[See Note 3].

On February 2, 1995, Sol M. Seltzer  commenced an action in the Supreme Court of
New York  against  Mr.  Krieger,  the then  Chairman  of the  Board  and  former
President  of the  Company,  and each of the other then  members of the Board of
Directors.  The plaintiff,  Sol M. Seltzer, who purported to sue derivatively on
behalf of the Company and  COVER-ALL,  sought among other  things,  compensatory
damages  in an  amount to be  determined  at trial and  punitive  damages  in an
aggregate  amount of $12  million.  Sol M. Seltzer was a  vice-president  of the
Company and a director of  COVER-ALL  until he resigned  from such  positions in
late 1994. The plaintiff alleged,  among other things, breach of fiduciary duty,
waste and  mismanagement,  as well as alleged wrongful acts by the Board and the
former  President,  including  among other  things,  self-dealing  and misuse of
corporate funds by the former President.  The Company, and the other defendants,
contested Mr.  Seltzer's claims and on July 23, 1996 their motion to dismiss the
case was granted.  Mr.  Seltzer  attempted  to file a notice  of  appeal  from 
the  order of dismissal,  but failed to do so in a timely  manner.  He has since
motioned the court to  recognize  his notice of appeal and it is  anticipated  
that the court will rule on such motion in the near future.

                                         7

<PAGE>



COVER-ALL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet 3
[UNAUDITED]
------------------------------------------------------------------------------



[5] Litigation [Continued]

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

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

[6] Income Taxes

For 1997 and 1996,  no income tax benefit  relative to the  Company's  operating
losses has been reflected in the Statement of Operations.  A valuation allowance
was  provided  equal  to the tax  benefit  that the loss  generated,  since  the
realization of such benefit would be dependent upon achieving  future  operating
profits which cannot be reasonably assured.

[7] Net Loss Per Share

Net loss per share is based on the weighted average number of common shares and,
where  applicable,  common share equivalents  outstanding  during the period. In
February 1997, the Financial  Accounting  Standards  Board issued  Statement No.
128, "Earnings per Share." The Statement is designed to simplify the computation
of earnings  per share and is effective  for year ends after  December 15, 1997.
With respect to the Company's  operating losses, the inclusion of certain shares
from options,  warrants and Debentures would have reduced the loss per share and
thus have been  excluded.  As a result,  the impact of Statement  No. 128 on the
loss  per  share  calculation  is  not  expected  to  be  material  when  it  is
implemented.





                            . . . . . . . . . . . . . . .

                                         8

<PAGE>



Item 2:

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




Total  revenues  for the three months  ended June  30,1997  were  $1,338,200  as
compared to $1,896,961 for the same period in 1996.  Licenses fees were $412,532
for the three months ended June 30, 1997 compared to $502,241 in the same period
in 1996 as a result of fewer new contracts being signed in the second quarter of
1997.  For the three  months  ended June 30,  1997,  maintenance  revenues  were
$628,318  compared  to  $528,333  due to  increased  fees  to  customers  and an
increased customer base.  Professional  services revenue contributed $297,350 in
the three months ended June 30, 1997 compared to $866,387 in the second  quarter
of 1996 as a result of the  completion  of  modifications  for the one major TAS
2000 customer in 1996. Total Classic revenues were $988,201 for the three months
ended June 30, 1997 as compared to  $1,010,566  for the three  months ended June
30, 1996.  Total TAS 2000 revenues were $349,999 for the three months ended June
30, 1997 as compared to $886,395 for the three  months ended June 30, 1996.  For
the six months ended June 30, 1997,  total revenues were $2,220,914  compared to
$3,017,064  in the same period of the prior year as a result of no new contracts
for the TAS 2000 product in 1997. Total Classic revenues were $1,820,914 for six
months ended June 30, 1997 as compared to $1,745,569 in the same period in 1996.
Total TAS 2000  revenues  were  $400,000  for the  first  six  months of 1997 as
compared to $1,271,495 in the same period in 1996.

Cost of sales increased to $1,242,675 and $2,549,065 for the threee and six 
months ended June 30, 1997 as compared to $929,370 and $1,390,626 for the same
periods in 1996 as a result of significant increases in capitalized software and
license fees amortization, and compensation expense relating to dedication of 
staff originally involved in research and development for the one completed 
TAS 2000 contract to maintenance and professional services for the Classic 
product.  Non-cash capitalized software and license fees amortization was
$453,729 and $907,450 for the three and six months ended June 30, 1997 as
compared to $305,670 and $473,859 in the sames periods in 1996.

No research and development  expenses were recorded for the three and six months
ended June 30, 1997 compared to $913,658 and  $1,703,033 for the same periods in
1996 as a result of completion  of several  modules of the TAS 2000 product line
and significant staff reductions in the development group. Future development of
additional TAS 2000 modules will be customer driven.

Sales and marketing expenses increased to $456,541 and $808,470 in the three and
six months  ended June 30, 1997 as compared to $203,577 and $321,736 in the same
periods of 1996 due to an  increased  marketing  and sales effort to improve the
market share of all the Company's  product  lines.  The Company is now utilizing
distributors and outside consultants to market its products.

General and administrative  expenses decreased to $649,513 and $1,459,822 in the
three  and six  months  ended  June  30,  1997 as  compared  to  $1,130,822  and
$1,680,141  in the same  periods  in 1996 due to the  ongoing  effort  to reduce
overhead costs.

The  Company is  working  toward  continued  growth in 1997 and  beyond.  In the
Classic line, the Company is positioned to increase  market share as a result of
completion  of the project  making it Windows 95 compliant and  maintaining  the
strengths upon which its current market  acceptance is based. A nationwide sales
force is being recruited to market the Classic product line. The Classic product
line is a set of LAN based PC software  packages designed to automate the rating
and issuance tasks in the property and casualty insurance industry.

The TAS  2000  product  line  offers a  complete  set of  policy  administration
applications  development  products.  The TAS 2000  products are being marked in
both  the  domestic  marketplace  and in the  United  Kingdom,  through  systems
integrators.

The Company is also marketing the Care software in Canada.

                                         9

<PAGE>




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



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

Liquidity and Capital Resources

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 will be used for working capital purposes.

Cash flows from  continuing  operations were negative in the first six months of
1997 by  approximately  $2.3  million as  compared  with  negative  cash flow of
approximately  $.5 million in the same period in 1996  primarily due to the fact
that an income tax refund of $2.3 million was  received in the first  quarter of
1996.

At this time the  Company  does not  anticipate  having to make any  significant
investment in software development.  The Company believes that the proceeds from
the sale of the Debentures, its current cash balances and anticipated cash flows
from continuing operations will be sufficient to meet normal operating needs for
the continuing COVER-ALL business in 1997.

                                         10

<PAGE>


COVER-ALL TECHNOLOGIES, INC.AND SUBSIDIARIES
PART II - OTHER INFORMATION

Item 4:   Submission of Matters to a Vote of Security Holders.

The Company's  Annual Meeting of Stockholders  was held on June 19, 1997. At the
Meeting, the stockholders of the Company elected one director, Brian Magowan, to
serve for a  three-year  term and  until  his  successor  has been  elected  and
qualified.  The  following  table sets  forth the  results of the votes cast for
director at the Meeting:

           Director                     Votes For             Votes Withheld

         Brian Magowan                 13,478,009                 565,619

The stockholders of the Company also approved an amendment to the Company's 1995
Employee  Stock Option Plan  ["Plan"] to increase the number of shares of Common
Stock of the  Company  available  for  grant  under  the Plan  from  600,000  to
2,000,000 and expand the  eligibility  requirements  to grants under the Plan to
include  non-employee  directors and consultants of the Company by the vote of a
majority  of the shares of  outstanding  Common  Stock  entitled to vote on such
proposal. As a result of the approval of this amendment,  the Company will cease
granting  options  under its 1991 Key Employee  Stock  Option Plan,  under which
279,938  shares of Common Stock were  available for grant.  There were 8,664,565
shares cast in favor of the  proposal  and  999,458  shares  cast  against  such
proposal.

Item 6 - - Exhibits and Reports on Form 8-K

(a)  Exhibits.

     27.  Financial Data Schedule.

(b) Reports on Form 8-K.

     No reports on Form 8-K were filed in the three months ended June 30, 1997.

                                         11

<PAGE>


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



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


                                    COVER-ALL TECHNOLOGIES INC.


Date:   August 14, 1997             By:___________________________________
                                        Brian Magowan, Chairman and Chief
                                        Executive Officer


Date:   August 14, 1997             By:___________________________________
                                         Mark D. Johnston, Chief Financial 
                                         Officer


                                         12

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