SecProbe.io

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Room 4561
						November 2, 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 your response letter dated September 16,
2005
and have the following additional comments.  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. We have read your response to prior comment number 1 and
believe
that you have provided us with information that would be useful to
readers of your MD&A. Please confirm to us that you will expand
your
disclosures to include the substantive information provided in
your
response.

Financial Statements

Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

Revenue Recognition, page F-9

2. We have read your response to prior comment number 2 and it is
unclear to us how you establish VSOE for maintenance related to
your
five-year term arrangements. To aid our understanding, please
address
the following:

* Describe to us the renewal process for the software license and
the
maintenance at the conclusion of the original five-year license
term.
Provide us with the relevant contractual renewal provisions that
are
included in a typical arrangement;
* Explain to us when maintenance is actually sold separately
(i.e.,
renewed) considering it appears that your customers must renew
both
the license and the maintenance together at the conclusion of the
initial five-year term; and
* Explain to us why you believe that annual renewals subsequent to
the initial license and maintenance term are substantive.  We note
that the length of the initial bundled maintenance term and the
subsequent renewal term appear to suggest otherwise.   See AICPA
Technical Practice Aid 5100.54.
3. Please explain to us how you have concluded that annual
renewals
subsequent to the initial five-year maintenance term in your
perpetual license arrangements are substantive as required by
AICPA
Technical Practice Aid 5100.52.

4. We have read your response to prior comment number 3 and it
appears unclear whether you allocate revenue in multiple-element
arrangements based on VSOE of each element or using the residual
method described in SOP 98-9. Please clarify for us which method
is
used and explain to us how it is applied. In addition, confirm
that
you will expand your disclosures regarding multiple-element
arrangements accordingly.

5. We have read your response to prior comment number 4 and do not
believe that you have adequately explained why your services
qualify
for separate accounting. Please explain to us in more detail why
you
believe that your services do not include significant production,
modification, or customization of the software and why the
services
are not essential to the functionality of your software. Refer to
paragraphs 7 and 70 of SOP 97-2 in your response.

6. We have read your response to prior comment number 5 and it
does
not appear that SOP 97-2 is applicable to your ASP arrangements.
Please explain why you have referred to SOP 97-2 in your response.

7. We have read your response to prior comment number 6 and it
remains unclear the extent to which you currently use acceptance
provisions in your arrangements. Please explain to us whether any
contractual acceptance provisions exist related to any elements
included in your arrangements.  Clarify any recourse that
customers
currently have if they are unsatisfied with your software or the
performance of your services.

Capitalized Software, page F-11

8. We have read your response to prior comment number 7 and it
appears inconsistent with your disclosure that indicates that
development is complete upon reaching technological feasibility.
Please explain to us why your disclosure is inconsistent with your
response and indicate how you intend to resolve this
inconsistency.

	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.

	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.
November 2, 2005
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