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, 1999 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 8, 1999:

          17,003,672 shares of Common Stock, par value $.01 per share.


<PAGE>


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

INDEX TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1999.
--------------------------------------------------------------------------------


PART I:  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

    Consolidated Balance Sheets as of September 30, 1999 (Unaudited)
    and December 31, 1998 (Audited).....................................  3

    Consolidated Statements of Operations for the three and nine
    months ended September 30, 1999 and 1998 (Unaudited)................  5

    Consolidated Statements of Cash Flows for the nine
    months ended September 30, 1999 and 1998 (Unaudited)................  6

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

ITEM 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations............................ 10

PART II: OTHER INFORMATION.............................................. 13

SIGNATURES ............................................................. 14


                               . . . . . . . . . .

                                        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,
                                                                   1999              1998
                                                                (UNAUDITED)        (AUDITED)
                                                                -----------       -----------
<S>                                                             <C>               <C>
ASSETS:
Current Assets:
   Cash and Cash Equivalents.............................       $   395,460       $ 2,286,610
   Accounts Receivable (Less Allowance for Doubtful
      Accounts of $345,000 and $476,000).................         4,523,736         3,493,192
   Note Receivable-- Related Party.......................         1,406,486           947,413
   Deferred Tax Asset....................................           600,000           400,000
   Prepaid Expenses......................................           339,385           231,442
   Accrued Interest-- Related Party Receivable...........            93,514            52,587
                                                                -----------        ----------

   Total Current Assets..................................         7,358,581         7,411,244
                                                                -----------        ----------

Property and Equipment-- At Cost:
   Furniture, Fixtures and Equipment.....................         3,128,653         2,760,070
   Less:  Accumulated Depreciation.......................        (2,709,254)       (2,557,313)
                                                                ------------       -----------

  Property and Equipment-- Net...........................           419,399           202,757
                                                                -----------        ----------

Note Receivable-- Related Party
   (Net of Unearned Interest of $291,133)................         1,708,867         2,563,147
                                                                -----------        ----------

Capitalized Software (Less Accumulated Amortization of
   $3,045,084 and $2,605,581)............................         1,359,962         1,187,378
                                                                -----------        ----------

Other Assets.............................................            65,878           60,910
                                                                -----------       ----------

   Total Assets..........................................       $10,912,687       $11,425,436
                                                                ===========       ===========
</TABLE>

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


                                         3

<PAGE>


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

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


<TABLE>
<CAPTION>
                                                               SEPTEMBER 30,      DECEMBER 31,
                                                                   1999              1998
                                                                (UNAUDITED)        (AUDITED)
                                                                -----------       -----------
<S>                                                            <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
   Accounts Payable......................................      $    734,422      $    896,417
   Accrued Liabilities...................................         1,002,045         1,447,025
   Unearned Revenue......................................         1,911,938           865,094
                                                               ------------       -----------

   Total Current Liabilities.............................         3,648,405         3,208,536

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

   Total Liabilities.....................................         6,648,405         6,208,536
                                                               ------------      ------------

Commitments and Contingencies (note 2)...................                --                --
                                                               ------------       -----------

Stockholders' Equity:
   Common Stock, $.01 Par Value, Authorized
      30,000,000 Shares, Issued 17,003,672
      and 16,983,672 Shares, Respectively................           170,037           169,837

Capital In Excess of Par Value...........................        26,763,197         26,723,397

Accumulated Deficit......................................       (22,668,952)      (21,676,334)
                                                               ------------      ------------

Total Stockholders' Equity...............................         4,264,282         5,216,900
                                                               ------------      ------------

Total Liabilities and Stockholders' Equity...............      $ 10,912,687      $ 11,425,436
                                                               ============      ============
</TABLE>

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

                                       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,
                                         ----------------------------     ---------------------------
                                              1999           1998              1999          1998
                                              ----           ----              ----          ----
<S>                                      <C>             <C>              <C>             <C>
REVENUES:
    Licenses .........................   $    301,500    $  1,527,105     $ 2,846,435     $ 4,951,494
    Maintenance ......................      1,132,966         956,089       3,235,451       2,761,420
    Professional Services ............        699,584       1,328,009       3,020,184       2,600,850
                                         ------------    ------------     -----------     -----------
    Total Revenues ...................      2,134,050       3,811,203       9,102,070      10,313,764
                                         ------------    ------------     -----------     -----------

COST OF REVENUES:
    Licenses .........................      1,579,215       1,026,898       4,923,304       3,151,508
    Maintenance ......................        405,471         455,157       1,235,249       1,171,774
    Professional Services ............        288,522         155,215         947,325         522,025
                                         ------------    ------------     -----------     -----------
    Total Cost of Revenues ...........      2,273,208       1,637,270       7,105,878       4,845,307
                                         ------------    ------------     -----------     -----------
    Direct Margin ....................       (139,158)      2,173,933       1,996,192       5,468,457
                                         ------------    ------------     -----------     -----------

OPERATING EXPENSES:
    Sales and Marketing ..............        354,612         575,233       1,339,318       1,408,661
    General and Administrative .......        475,795         567,775         882,498       1,432,200
    Research and Development .........        291,356         239,593         777,735         782,434
                                         ------------    ------------     -----------     -----------
    Total Operating Expenses .........      1,121,763       1,382,601       2,999,551       3,623,295
                                         ------------    ------------     -----------     -----------
    Operating Income (Loss) ..........     (1,260,921)        791,332      (1,003,359)    1,845,162
                                         ------------    ------------     -----------     -----------

INTEREST EXPENSE (INCOME):
    Interest Expense .................         98,619          94,437         292,861         281,937
    Interest Income - Related Party
     (Imputed) .......................        (46,757)        (14,563)       (145,720)        (14,563)
    Interest Income ..................         (3,249)        (16,217)        (16,696)        (52,494)
                                         ------------    ------------     -----------     -----------
    Interest Expense (Income) ........         48,613          63,657         130,445         214,880
                                         ------------    ------------     -----------     -----------

    Foreign Currency Transaction
      Gain (Loss) ....................        (16,161)           --           (58,814)           --
                                         ------------    ------------     -----------     -----------
    Income (Loss) Before Income Tax
      Benefit ........................     (1,325,695)        727,675      (1,192,618)      1,630,282

Income Tax Benefit ...................           --              --           200,000            --
                                         ------------    ------------     -----------     -----------

NET INCOME (LOSS) ....................   $ (1,325,695)   $    727,675     $  (992,618)    $ 1,630,282
                                         ============    ============     ===========     ===========

BASIC AND DILUTED EARNINGS (LOSS) PER
    COMMON SHARE .....................   $      (0.08)   $       0.04     $     (0.06)    $      0.10
                                         ============    ============     ===========     ===========

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING FOR BASIC
    EARNINGS (LOSS) PER COMMON SHARE .     17,000,000      16,982,000      16,997,000      16,920,000
                                         ============    ============     ===========     ===========
</TABLE>

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

                                        5

<PAGE>


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

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


<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED SEPTEMBER 30,
                                                                -------------------------------
                                                                      1999           1998
                                                                      ----           ----

<S>                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Income (Loss) from Operations ............................   $  (992,618)   $ 1,630,282
     Adjustments to Reconcile Net Income (Loss) to
        Net Cash Provided From (Used for) Operating Activities:
           Depreciation .......................................       151,941        116,932
           Amortization of Capitalized Software ...............       439,503        504,417
           Provision for Uncollectible Accounts Receivable ....        76,000         40,172
           Imputed Interest Income ............................      (104,793)       (14,563)
           Deferred Tax Asset .................................      (200,000)          --

     Changes in Assets and Liabilities:
        (Increase) Decrease in:
           Accounts Receivable ................................    (1,106,544)    (3,598,654)
           Prepaid Expenses ...................................      (107,943)       (52,251)
           Accrued Interest -- Related Party Note Receivable ..       (40,927)          --
           Other Assets .......................................        (4,968)        (6,400)

        Increase (Decrease) in:
           Accounts Payable ...................................      (161,995)       325,978
           Accrued Liabilities ................................      (444,980)        82,875
           Unearned Revenue ...................................     1,046,844        (90,820)
                                                                  -----------    -----------

     Net Cash (Used For) Operating Activities .................    (1,450,480)    (1,062,032)
                                                                  -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Repayment of Notes Receivable - Related Party ............       500,000      1,000,000
     Capital Expenditures .....................................      (368,583)      (109,179)
     Capitalized Software Expenditures ........................      (612,087)      (767,763)
                                                                  -----------    -----------

     Net Cash (Used For) Investing Activities .................      (480,670)       123,058
                                                                  -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from Exercise of Stock Options ..................        40,000        309,237
                                                                  -----------    -----------

NET CASH PROVIDED FROM FINANCING ACTIVITIES ...................        40,000        309,237
                                                                  -----------    -----------

CHANGE IN CASH AND CASH EQUIVALENTS ...........................    (1,891,150)      (629,737)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD ...............     2,286,610      2,908,167
                                                                  -----------    -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD .....................   $   395,460    $ 2,278,430
                                                                  ===========    ===========
</TABLE>


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

                                      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, 1998.
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, 1999 and the results of
their operations for the three and nine month periods ended September 30, 1999
and 1998, and their cash flows for the nine month periods ended September 30,
1999 and 1998. Such adjustments are of a normal and recurring nature. The
results of operations for the three and nine month periods ended September 30,
1999 and 1998 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. Depending upon
the level of revenue reached, or not reached, 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%,
results in a principal amount of the note of $3,893,054. 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 the
first quarter of 1998.

The discounted note is collateralized by unencumbered Cover-All stock owned by
Care. The number of shares required as collateral will vary, such that the
market value of the shares held as collateral must equal 150% of the outstanding
balance of the note. The number of shares required as collateral will be
adjusted at each payment date based on the market price of the Company's shares
and the balance outstanding on such date. As of November 15, 1999 the Care Note
agreement was renegotiated to have a maximum 2,500,000 share ceiling.
The Company has received all subsequent payments due under the Care Note,
except the $500,000 payment due September 30, 1999, which payment was received
on November 12, 1999.

                                      7

<PAGE>

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

[2] SALE OF STOCK AND PURCHASE AND SALE OF CARE SOFTWARE LICENSE (CONTINUED)

The balance of the undiscounted Care Note at September 30, 1999 is $3,500,000,
of which $1,500,000 is classified as currently due, including imputed interest
accrued of $93,514. The undiscounted long-term portion of the Care Note at
September 30, 1999 of $2,000,000 is shown at $1,708,867, net of unearned
interest of $291,133.

[3] INCOME TAXES

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

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

                                                             NINE MONTHS
                                                                 ENDED
                                                          SEPTEMBER 30, 1999
                                                         ---------------------

Computed Federal Statutory Tax (Benefit)...............      $ (405,000)
Related Party Gain Charged to Paid-In-Capital..........              --
Alternative Minimum Tax Liability......................              --
Utilization of Net Operating Loss Carryforward.........              --
Reduction in Deferred Tax Valuation Allowance..........         205,000
                                                             ----------
     ACTUAL PROVISION (BENEFIT)........................      $ (200,000)
     --------------------------                              ==========

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

                                                              NINE MONTHS
                                                                  ENDED
                                                          SEPTEMBER 30, 1999
                                                         ---------------------
Deferred Tax Assets -- Current:
     Net Operating Loss Carryforward...................      $  471,000
     Accounts Receivable Allowance.....................         138,000
     Reserve for Loss on Disposal......................          51,000
     Vacation Accrual..................................          10,000
     Related Party Gain................................         (70,000)
     Valuation Allowance...............................              --
                                                             ----------
        CURRENT DEFERRED TAX ASSET.....................      $  600,000
        --------------------------                           ==========

Deferred Tax Asset (Liability) -- Long-Term:
     Net Operating Loss Carryforward...................      $8,000,000
     Stock Options.....................................         128,000
     Capitalized Software..............................        (544,000)
     Depreciation and Amortization.....................         168,000
     Related Party Gain................................         (83,000)
     Valuation Allowance...............................      (7,669,000)
                                                             ----------
        LONG-TERM DEFERRED TAX LIABILITY...............      $       --
        --------------------------------                     ==========

The net change (increase) during 1999 in the total valuation allowance is
$91,000.

                                    8

<PAGE>

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

[4] SEGMENT INFORMATION

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

At September 30, 1999 and 1998, the Company's two business units have distinct
management teams and infrastructures that offer different products and services
which are evaluated separately in assessing performance and allocating
resources. These business units have been reported as two reportable segments,
Classic and TAS.

The following financial information is reported on the basis that is used
internally for evaluating segment performance and deciding how to allocate
resources.

                                               (DOLLARS IN THOUSANDS)
                                        NINE MONTHS ENDED SEPTEMBER 30, 1999
                                  ----------------------------------------------
                                  CLASSIC       TAS       CARE    CONSOLIDATED
                                  -------       ---       ----    ------------
Revenues....................       5,735       3,367       --         9,102
Operating Profit (Loss).....       2,609      (3,612)      --        (1,003)


                                               (DOLLARS IN THOUSANDS)
                                        NINE MONTHS ENDED SEPTEMBER 30, 1998
                                  ----------------------------------------------
                                  CLASSIC       TAS       CARE    CONSOLIDATED
                                  -------       ---       ----    ------------
Revenues....................       4,676       5,638       --        10,314
Operating Profit (Loss).....       1,810         242     (207)        1,845


[5]  SUBSEQUENT EVENTS

On November 10, 1999, the Company informed a TAS 2000 customer that it was in
breach of contract and the Company issued a notice of termination, which
termination, under the contract, will be effective on November 25, 1999.
Provisions in the contract state that the parties shall first attempt to resolve
all disputes by non-binding mediation and if such disputes are not successfully
resolved by non-binding mediation, they shall be resolved by binding
arbitration.  The total amount of the contract is approximately $3,600,000 of
which approximately $2,900,000 has been recognized as revenue and of which
approximately $1,900,000 remains due and payable.  Management believes that
the Company complied with all provisions in the contract and accordingly will
be successful in any arbitration proceeding.

On November 12, 1999, Brian Magowan, Chairman and Chief Executive Officer, was
replaced by the Company and Mark Johnston, Director, was appointed as Chairman
and Interim Chief Executive Officer until a new CEO is hired.

In an unrelated matter, Steve Hough, a Director, resigned from the Company's
board of directors effective November 15, 1999.

                                     9

<PAGE>


ITEM 2:

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

Total revenues for the three months ended September 30, 1999 were $2,134,000 as
compared to $3,811,000 for the same period in 1998. License fees were $301,000
for the three months ended September 30, 1999 compared to $1,527,000 in the same
period in 1998, as a result of no new sales of the TAS 2000 product modules due
to the Company's continued focus on completing deliveries to the existing TAS
2000 customers. For the three months ended September 30, 1999 maintenance
revenues were $1,133,000 compared to $956,000 in the same period of the prior
year due to an increased Classic customer base. Professional services revenue
was $700,000 in the three months ended September 30, 1999 compared to $1,328,000
in the third quarter of 1998 as a result of less TAS professional services.
Total Classic revenues were $1,681,000 for the three months ended September 30,
1999 as compared to $1,417,000 for the three months ended September 30, 1998.
Total TAS 2000 revenues were $453,000 for the three months ended September 30,
1999 as compared to $2,394,000 for the three months ended September 30, 1998.
For the nine months ended September 30, 1999, total revenues were $9,102,000
compared to $10,314,000 in the same period of the prior year. Total Classic
revenues were $5,735,000 for the nine months ended September 30, 1999 as
compared to $4,676,000 in the same period in 1998. Total TAS 2000 revenues were
$3,367,000 for the first nine months of 1999 as compared to $5,638,000 in the
same period in 1998.

Cost of sales increased to $2,273,000 and $7,106,000 for the three and nine
months ended September 30, 1999 as compared to $1,637,000 and $4,845,000 for the
same periods in 1998 due to cost overruns for the TAS 2000 product line. Non-
cash capitalized software amortization was $160,000 and $440,000 for the three
and nine months ended September 30, 1999 as compared to $165,000 and $504,000
in the same periods in 1998.

Research and development expenses were $291,000 and $778,000 for the three and
nine months ended September 30, 1999 compared to $240,000 ad $782,000 for the
same periods in 1998.

Sales and marketing expenses were $355,000 and $1,339,000 for the three and nine
months ended September 30, 1999 as compared to $575,000 and $1,409,000 in the
same periods of 1998 due primarily to a reduction in commission expense as a
result of decreased sales.

General and administrative expenses decreased to $476,000 and $882,000 in the
three and nine months ended September 30, 1999 as compared to $568,000 and
$1,432,000 in the same periods in 1998 due to a reduction in bad debt expense as
a result of collection of funds reserved for in the fourth quarter of 1998 as
well as legal and accounting fees incurred for the Care Software License sale in
1998.

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

At September 30, 1999, the Company had working capital of $3,710,000 compared to
a working capital of $5,310,000 in 1998.

On September 13, 1999, a $2,000,000 line of credit was consummated with Summit
Bank.

On November 12, 1999, the Company received the $500,000 Care Note payment due
on September 30, 1999 which had been deferred until November 15, 1999.

Although the Company has negative operating cash flows, certain steps have
been taken to reduce costs, including a reduction in personnel and consultants.
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 1999.

                                    10

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

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

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

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

In the first area, the Company has installed a managerial and financial
reporting system and a telephone voicemail system which are warranted to be
Y2K ready by the vendors. The cost of these systems was approximately $58,000.
Therefore, the Company believes that its financial applications currently are
capable of functioning without substantial Year 2000 readiness problems. The
Company has also completed an assessment of its non-information technology
systems and does not believe it will incur significant costs remediating
those systems for Y2K readiness.

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

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

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

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

                                   11

<PAGE>


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

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

ITEM 7A.  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. The Company's
---------------------
international business is 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 be materially adversely impacted by changes in these or other factors.

The Company's exposure to foreign exchange rate fluctuations arises from sales
made to a U.K. customer. As exchange rates vary, these results, when translated,
may vary from expectations and adversely impact overall expected profitability.
The effect of foreign exchange rate fluctuations on the Company as of September
30, 1999 was a loss of $59,000.

                                * * * * * * * * *

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.

                                     12

<PAGE>


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

PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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

      10(ee) Letter Agreement amending Secured Promissory Note of Care
             Corporation Limited ("Care"), dated as of March 31, 1998, and
             Pledge Agreement, by and between Care and the Company, dated as of
             March 31, 1998.

      10(ff) Amendment to Pledge Agreement, dated as of November 12, 1999
             between Care and the Company, amending Pledge Agreement, by and
             between Care and the Company, dated as of March 31, 1998.

      27.    Financial Data Schedule.

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

      None.


                                       13

<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 15, 1999               By: /s/ Mark Johnston
                                         -------------------------------------
                                          Mark Johnston, Chairman and Chief
                                          Executive Officer


Date: November 15, 1999               By: /s/ John R. Nobel
                                         -------------------------------------
                                         John R. Nobel, Chief Financial Officer



                                        14

<PAGE>


                                 Exhibits Index
                                 --------------
Exhibits  Description
--------  -----------

10(ee)    Letter Agreement amending Secured Promissory Note of Care
          Corporation Limited ("Care"), dated as of March 31, 1998, and
          Pledge Agreement, by and between Care and the Company, dated as of
          March 31, 1998.

10(ff)    Amendment to Pledge Agreement, dated as of November 12, 1999
          between Care and the Company, amending Pledge Agreement, by and
          between Care and the Company, dated as of March 31, 1998.

27.       Financial Data Schedule.