SecProbe.io

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Room 4561
						August 23, 2005

Mr. John W. Roblin
Chairman of the Board of Directors,
President and Chief Executive Officer
Cover-All Technologies, Inc.
55 Lane Road
Fairfield, NJ 07004

Re:	Cover-All Technologies, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
	Filed March 25, 2005
	File No. 000-13124

Dear Mr. Roblin:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Liquidity and Capital Resources, page 24

1. Please explain to us how you determined that your liquidity
disclosures were appropriate. Explain how you evaluated your
ability
to meet upcoming cash requirements over both the short and long
term.
As part of your response, tell us how you considered providing the
following, as described in Section IV of SEC Release 33-8350:

* Historical information regarding sources of cash and capital
expenditures;
* An evaluation of the amounts and certainty of cash flows;
* The existence and timing of commitments for capital expenditures
and other known and reasonably likely cash requirements;
* Discussion and analysis of known trends and uncertainties;
* A description of expected changes in the mix and relative cost
of
capital sources;
* Indications of which balance sheet or income or cash flow items
should be considered in assessing liquidity; and
* A discussion of prospective information regarding your sources
of
and needs for capital, except where otherwise clear from the
discussion.

Financial Statements

Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

Revenue Recognition, page F-9

2. Your reference to a "license term" in your revenue recognition
policy implies that you grant customers the right to use your
software over a defined period of time.  Please describe to us the
length of both the license terms and the related maintenance
periods
and explain how you determine that VSOE exists for the
maintenance.
As part of your response, address the guidance in AICPA Technical
Practice Aids 5100.53 and .54.

3. It appears that your arrangements may involve multiple elements
Please describe to us all elements included in any multiple-
element
arrangements and explain how you allocate the arrangement fee to
each
element.   Indicate whether you determine VSOE for each element or
for the undelivered elements only and describe how your current
revenue recognition policy addresses these arrangements.

4. Please tell us more about your software customization services
referred to on page 4 and the other professional consulting
services
described in your revenue recognition policy. Describe the nature
of
these services and indicate whether these are offered as part of
multiple-element arrangements. If these services are offered as
part
of multiple-element arrangements, explain to us how you have
concluded that the services should be accounted for separately.
Refer
to paragraphs 7 and 63 to 71 of SOP 97-2 for further guidance.

5. You indicate on page 4 that your MIC software is available to
your
customers using an Application Service Provider model. Please
explain
to us how you recognize these revenues and indicate how your
current
revenue recognition policy addresses this model.

6. Your policy indicates that you recognize revenue when your
software is accepted by customers.  Please tell us about these
acceptance provisions and any other revenue-related contingencies
such as rights of return, stock rotation rights, price protection,
and warranties. Describe the material terms of any such
contingencies
and describe their impact on your revenue recognition policy.

Capitalized Software, page F-11

7. We note that you complete development of your new software
products concurrently with the establishment of technological
feasibility and then begin capitalizing software costs.  Please
describe to us the nature of these post-development software costs
that are being capitalized and explain how your policy complies
with
SFAS 86.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Christine Davis, Staff Accountant, at (202)
551-
3408, Mark Kronforst, Senior Staff Accountant at (202) 551-3451 or
me
at (202) 551-3489 if you have questions regarding these comments.

Sincerely,

      Brad Skinner
							Accounting Branch Chief
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Mr. John W. Roblin
Cover-All Technologies, Inc.
August 23, 2005
Page 4

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