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|                                  
|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549            
|                                  
|FORM 10-K/A                       
|(Amendment
 No. 1)                

|  |                                                                                          
|- | -----------------------------------------------------------------------------------------
|x | Annual
 Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934    
|  | For the
 fiscal year ended December 31, 2009.                                            
|o | Transition
 Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|  | For the
 transition period from ___to___.                                                

|                              
|------------------------------
|Commission file number 0-13124
|                              

|                                                      
|------------------------------------------------------
|COVER-ALL TECHNOLOGIES INC.                           
|(Exact name of Registrant as specified in its charter)

|                                                                             |                                               
|---------------------------------------------------------------------------- | ----------------------------------------------
|Delaware(State or other
 jurisdiction of incorporation or organization)      | 13-2698053(I.R.S. Employer Identification No.)
|                                                                             |                                               
|55 Lane
 Road, Fairfield, New Jersey(Address of
 principal executive office) | 07004(Zip Code)                               

(973) 461-5200(Registrants telephone number,
including area code)

Securities registered pursuant to Section
12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o
No x

Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Exchange Act from their obligations under those Securities. Yes o No x

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

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes o No o

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not be contained,
to the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
larger accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):

|                                                                       |                            
|---------------------------------------------------------------------- | ---------------------------
|Large accelerated filer o                                              | Accelerated filer o        
|                                                                       |                            
|Non-accelerated filer (Do
 not check if a smaller reporting company) o | Smaller reporting company x

Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o No x

The aggregate market value of
the voting and non-voting common equity held by non-affiliates of the
registrant as of June 30, 2009, the last business day of the registrants most
recently completed second fiscal quarter, was approximately $22,419,000.

As of March 15, 2010, there
were 24,733,786 shares outstanding of our common stock.

Documents Incorporated by Reference:

Portions of the Registrants
Proxy Statement for the 2010 Annual Meeting of Stockholders, which was filed
with the Securities and Exchange Commission on April 30, 2010, are
incorporated by reference as described in Part III of the Registrants Form
10-K.

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FORWARD-LOOKING
STATEMENTS

Certain of the matters discussed in
this report, may constitute forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange
Act). These forward-looking statements are necessarily subjective and involve
known and unknown risks, uncertainties and other important factors that could
cause our actual results, performance or achievements, or industry results, to
differ materially from any future results, performance or achievement described
or implied by such statements. Certain of these forward-looking statements can
be identified by the use of forward-looking terminology such as believes,
expects, may, will, should, seeks, approximately, intends, plans,
estimates, or anticipates or the negative of these terms or other
comparable terminology, or by discussions of strategy, objectives,
expectations, plans or intentions. Statements contained in this report that are
not historical facts are forward-looking statements. Without limiting the
generality of the preceding statement, all statements in this report concerning
or relating to estimated and projected earnings, margins, costs, expenditures,
cash flows, growth rates and financial results are forward-looking statements.
In addition, through our senior management, from time to time we make
forward-looking statements concerning our expected future operations and
performance and other developments. Such forward-looking statements are
necessarily estimates reflecting our best judgment based upon current
information and involve a number of risks and uncertainties. Other factors may
affect the accuracy of these forward-looking statements and our actual results
may differ materially from the results anticipated in these forward-looking
statements. While it is impossible to identify all such factors, factors that
could cause actual results to differ materially from those estimated by us
include, but are not limited to, general conditions in the economy and capital
markets. Except to the extent required by applicable laws and regulations, we
undertake no obligations to update any forward-looking statements to reflect
events or circumstances after the date of this report or to reflect the
occurrence of unanticipated events.

---



EXPLANATORY
NOTE

This Amendment No. 1 on Form 10-K/A
(Amendment No. 1) amends our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009, as originally filed with the Securities and Exchange
Commission (SEC) on March 19, 2010 (Form 10-K). This Amendment No. 1 is
being filed to reflect the changes made in response to the comments received by
us from the Staff of the SEC in connection with the Staffs review of our Form
10-K, specifically with respect to Item 9A(T), Controls and Procedures. The
complete text of the information as required by Item 9A(T) is set forth below
and replaces the information in Item 9A(T) of the Form 10-K in its entirety. As
required by Rule 12b-15 of the Exchange Act, new certifications by our principal
executive officer and principal financial officer are being filed as exhibits
herewith, and as such, we have also included Item 15. Exhibits and Financial
Statement Schedules as part of this Amendment No. 1.

This Amendment No. 1 should be read
in conjunction with the Form 10-K and our filings made with the SEC subsequent
to the filing of our Form 10-K. This Amendment No. 1 continues to speak as of
the date of the Form 10-K and no attempt has been made to modify or update
disclosures in the Form 10-K except as noted above. This Amendment No. 1 does
not reflect events occurring after the filing of the Form 10-K or modify or
update any related disclosures, and any information not affected by the
amendments contained in this Amendment No. 1 is unchanged and reflects the
disclosure made at the time of the filing of the Form 10-K with the SEC.

i

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PART
III

ITEM 9A. (T) CONTROLS AND
PROCEDURES

DISCLOSURE CONTROLS AND
PROCEDURES

As of the end of the period covered
by this report, we carried out an evaluation, under the supervision and with
the participation of our management, including our Chief Executive Officer and
our Chief Financial Officer, of the effectiveness of the design and operation
of the Companys disclosure controls and procedures (as defined in Rule
13a-15(e) under the Exchange Act). Based upon that evaluation, our Chief
Executive Officer and our Chief Financial Officer have concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is (1) recorded, processed, summarized and reported, within the
time periods specified in the SECs rules and forms, and (2) accumulated and
communicated to our management, including our principal executive and principal
financial officers, as appropriate to allow timely decisions regarding required
disclosure.

MANAGEMENTS REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING

The management of the Company is
responsible for establishing and maintaining adequate internal control over
financial reporting. The Exchange Act defines internal control over financial
reporting in Rule 13a-15(f) and 15d-15(f) as a process designed by, or under
the supervision of, the companys principal executive and principal financial
officers and effected by the companys board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:


 pertain to the maintenance of records that in reasonable
 detail accurately and fairly reflect the transactions and dispositions of the
 assets of the company;
 provide reasonable assurance that transactions are
 recorded as necessary to permit preparation of financial statements in
 accordance with generally accepted accounting principles, and that receipts
 and expenditures of the company are being made only in accordance with
 authorizations of management and directors of the company; and
 provide reasonable assurance regarding prevention or
 timely detection of unauthorized acquisition, use or disposition of the
 companys assets that could have a material effect on the consolidated
 financial statements.Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

The
Companys management assessed the effectiveness of the Companys internal
control over financial reporting as of December 31, 2009. In making this
assessment, the Companys management used the criteria set forth by the
Committee of Sponsoring Organizations, or COSO, of the Treadway Commission in
Internal Control  Integrated Framework.

Based
upon its assessment, management concluded that, as of December 31, 2009, the
Companys internal control over financial reporting is effective based upon
those criteria.

This
annual report does not include an attestation report of the Companys
registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by the Companys
independent registered public accounting firm pursuant to temporary rules of
the SEC that permit the Company to provide only managements report in this
annual report.

CHANGES IN INTERNAL CONTROL OVER
FINANCIAL REPORTING

There
has been no change in our internal control over financial reporting during the
quarter ended December 31, 2009 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

1

PART
IV

ITEM 15. EXHIBITS AND FINANCIAL
STATEMENTS SCHEDULES

(a)
 The following documents are filed as a part of this
 report.(1)
 Financial StatementsReference is made to the Index to Financial Statements on
 Page 32 of the Form 10-K.(2)
 Financial Statement ScheduleII - Valuation and Qualifying Accounts.
 F-27 of the Form 10-KAll other schedules are omitted since the required
 information is not present or is not present in amounts sufficient to require
 submission of the schedules, or because the information required is included
 in the financial statements and notes thereto.(3)
 Exhibits.See Exhibit Index.2

SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) 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: December 22, 2010
 By:
 /s/ John W. RoblinJohn W. RoblinChairman of the Board of Directors andChief Executive OfficerEXHIBIT INDEX

The following is a list of exhibits required by Item 601 of Regulation
S-K filed as part of this Form 10-K. For exhibits incorporated by
reference, the location of the exhibit in the previous filing is indicated in
parentheses.

Exhibit No.
 
 Description2
 
 Certificate
 of Merger of the Company Computer Systems, Inc. (a New York corporation) into
 the Registrant, filed on June 11, 1985 [incorporated by reference to
 Exhibit 2 to the Registrants Annual Report on Form 10-K (Commission
 File No. 0-13124) filed on January 29, 1986].3(a)
 
 Certificate
 of Incorporation of the Registrant filed on April 22, 1985 [incorporated by
 reference to Exhibit 3 (a)to the Registrants Annual Report on Form 10-K
 (Commission File No. 0-13124) filed on January 29, 1986].3(b)
 
 Certificate
 of Amendment of Certificate of Incorporation of the Registrant filed on
 May 6, 1987 [incorporated by reference to Exhibit 3.2 to the
 Registrants Registration Statement on Form S-1 (Commission File No.
 33-17533) filed on September 29, 1987].3(c)
 
 Certificate
 of Amendment of Certificate of Incorporation of the Registrant filed on March
 26, 1990 [incorporated by reference to Exhibit 3(d) to the Registrants
 Quarterly Report on Form 10-Q (Commission File No. 0-13124) filed on June 14,
 1990].3(d)
 
 Certificate
 of Amendment of Certificate of Incorporation of the Registrant filed on March
 18, 1992 [incorporated by reference to Exhibit 1 to the Registrants Current
 Report on Form 8-K (Commission File No. 0-13124) filed on March 30,
 1992].3(e)
 
 Certificate
 of Amendment of Certificate of Incorporation of the Registrant [incorporated
 by reference to Exhibit 3(e) to the Registrants Amendment No. 1 to
 Registration Statement on Form S-3 (Commission File No. 0-13124) filed
 on July 10, 1996].3(f)
 
 Certificate
 of Amendment of Certificate of Incorporation of the Registrant filed on July
 12, 2000 [incorporated by reference to Exhibit 3(g) to the Registrants
 Quarterly Report on Form 10-Q (Commission File No. 0-13124) filed on August
 11, 2000].3(g)
 
 By-laws of
 the Registrant, as amended [incorporated by reference to Exhibit 3(g) to the
 Registrants Amendment No. 1 to Registration Statement on Form S-3
 (Commission file No. 0-13124) filed on July 10, 1996].4
 
 Form of
 Common Stock Certificate of the Registrant [incorporated by reference to
 Exhibit 4(a) to the Registrants Annual Report on Form 10-K (Commission File
 No. 0-13124) filed on January 29, 1986].10(a)
 
 Warner
 Insurance Services, Inc. Tax Saver 401(k) Salary Reduction Plan adopted
 May 31, 1985 and restated as of August 11, 1992 [incorporated
 by reference to Exhibit 10(k) to the Registrants Annual Report on
 Form 10-K (Commission File No. 0-13124) filed on January 28, 1993].10(b)(1)
 
 1994 Stock
 Option Plan for Independent Directors adopted by the Board of Directors of
 the Registrant on November 10, 1994 [incorporated by reference to Exhibit
 10(n)(1) to the Registrants Annual Report on Form 10-K (Commission File
 No. 0-13124) filed on April 17, 1995].10(c)(8)
 
 Amendment to
 Non-Qualified Stock Option Agreement, dated as of December 20, 2004, between
 the Registrant and Mark D. Johnston [incorporated by reference to Exhibit
 10(c)(8) to the Registrants Quarterly Report on Form 10-Q (Commission File
 No. 0-13124) filed on August 15, 2005].10(c)(9)
 
 Amendment to
 Non-Qualified Stock Option Agreement, dated as of December 20, 2004, between
 the Registrant and Earl Gallegos [incorporated by reference to Exhibit
 10(c)(9) to the Registrants Quarterly Report on Form 10-Q (Commission File
 No. 0-13124) filed on August 15, 2005].10(c)(10)
 
 Amendment to
 Incentive Stock Option Agreement, dated as of December 20, 2004, between the
 Registrant and John Roblin [incorporated by reference to Exhibit
 10(c)(10) to the Registrants Quarterly Report on Form 10-Q (Commission
 File No. 0-13124) filed on August 15, 2005].10(c)(11)
 
 Amendment to
 Incentive Stock Option Agreement, dated as of December 20, 2004, between the
 Registrant and John Roblin [incorporated by reference to Exhibit
 10(c)(11) to the Registrants Quarterly Report on Form 10-Q (Commission
 File No. 0-13124) filed on August 15, 2005].10(c)(14)
 
 Form of
 Non-Qualified Stock Option Agreement [incorporated by reference to Exhibit
 10(c)(14) the Registrants Quarterly Report on Form 10-Q (Commission File No.
 0-13124) filed on May 15, 2006].10(c)(15)
 
 Form of
 Incentive Stock Option Agreement [incorporated by reference to Exhibit
 10(c)(15) the Registrants Quarterly Report on Form 10-Q (Commission File No.
 0-13124) filed on May 15, 2006].10(c)(16)
 
 Form of
 Restricted Stock Grant Agreement [incorporated by reference to Exhibit
 10(c)(16) the Registrants Quarterly Report on Form 10-Q (Commission File No.
 0-13124) filed on May 15, 2006].10(c)(17)
 
 Form of
 Non-Qualified Stock Option Agreement (for Consultants) [incorporated by
 reference to Exhibit 10 (c)(13) the Registrants Quarterly Report on Form
 10-Q (Commission File No. 0-13124) filed on May 15, 2006].10(c)(18)
 
 Cover-All
 Technologies, Inc. Amended and Restated 2005 Stock Incentive Plan
 [incorporated by reference to Exhibit 10(c)(18) to the Registrants Form
 8-K (Commission File No. 0-13124) filed on March 27, 2008].10(c)(19)
 
 Summary of
 2009 Non-Employee Director Compensation dated March 2, 2009 [incorporated by
 reference to Exhibit 99.1 to the Registrants Form 8-K (Commission File
 No. 0-13124) filed on March 2, 2009].10(c)(20)
 
 Summary of
 2010 Non-Employee Director Compensation dated March 12, 2010 [incorporated by
 reference to Exhibit 10(c)(20) to the Registrants Form 8-K (Commission
 File No. 0-13124) filed on March 16, 2010].10(d)(1)
 
 Lease
 Agreement, dated March 3, 2005, by and between the Registrant and Fairfield
 80 Venture, LLC [incorporated by reference to Exhibit 10(d)(4) to the
 Registrants Annual Report on Form 10-K (Commission File No. 0-13124)
 filed on March 25, 2005].10(e)(3)
 
 Tuition
 Reimbursement Agreement, dated September 1, 2006, between the Registrant and
 Manish D. Shah [incorporated by reference to Exhibit 10(p) to the
 Registrants Form 8-K (Commission File No. 0-13124) filed on September
 1, 2006].10(e)(5)
 
 Employment
 Agreement, dated December 26, 2006, by and between the Registrant and John
 Roblin [incorporated by reference to Exhibit 10(e)(5) to the Registrants
 Form 8-K (Commission File No. 0-13124) filed on December 27, 2006].10(e)(6)
 
 Amendment
 No. 1 to the Employment Agreement, dated April 26, 2007, between the Registrant
 and John Roblin [incorporated by reference to Exhibit 10(e)(6) to the
 Registrants Form 8-K (Commission File No. 0-13124) filed on April 30,
 2007].10(e)(7)
 
 Employment
 Agreement, dated December 26, 2007, by and between the Registrant and John Roblin
 [incorporated by reference to Exhibit 10(e)(7) to the Registrants Form 8-K
 (Commission File No. 0- 13124) filed on December 27, 2007].10(e)(8)
 
 Employment
 Agreement, dated December 22, 2009, by and between the Registrant and John
 Roblin [incorporated by reference to Exhibit 10(e)(8) to the Registrants
 Form 8-K (Commission File No. 0- 13124) filed on December 23, 2009].10(j)(i)
 
 Asset
 Purchase Agreement, dated January 22, 2007, between the Registrant and Maloy
 Risk Services, Inc. [incorporated by reference to Exhibit 10(j)(i) to the
 Registrants Form 8-K (Commission File No. 0-13124) filed on January 26,
 2007].10(j)(ii)
 
 Commission
 Agreement, dated January 22, 2007, between the Registrant and Maloy Risk
 Services, Inc. [incorporated by reference to Exhibit 10(j)(ii) to the
 Registrants Form 8-K (Commission File No. 0-13124) filed on January 26,
 2007].10(k)
 
 Client
 Services Addendum, effective as of January 1, 2005, between the Registrant
 and AIG [incorporated by reference to Exhibit 10(k) to the Registrants
 Registration Statement on Form S-1/A (Commission File No. 333-156397) filed
 on August 6, 2009].***14
 
 Code of
 Ethics and Business Conduct [incorporated by reference to Exhibit 14 to the
 Registrants Annual Report on Form 10-K (Commission File No. 0-13124) filed
 on March 31, 2006].21
 
 Subsidiaries
 of the Registrant [incorporated by reference to Exhibit 21 to the
 Registrants Annual Report on Form 10-K (Commission File No. 0-13124) filed
 on April 11, 1996].23.1
 
 Consent of
 MSPC [incorporated by reference to Exhibit 23.1 to the Registrants Form 10-K
 (Commission File No. 0-13124) filed on March 19, 2010].31.1*
 
 Certification
 of Chief Executive Officer pursuant to Securities Exchange Act Rules
 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002.31.2*
 
 Certification
 of Chief Financial Officer pursuant to Securities Exchange Act Rules
 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002.32.1*
 
 Certification
 of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
 
 Certification
 of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 Filed
 herewith.
 Denotes a
 management contract or compensatory plan or arrangement.***
 Confidential treatment has
 been requested for certain provisions of this Exhibit pursuant to Rule 24b-2
 under the Exchange Act.