SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                 FORM 12b-25

                                                Commission File Number  0-13124

                         NOTIFICATION OF LATE FILING

(Check One):[X]Form 10-K [ ]Form 11-K  [ ]Form 20-F [ ]Form 10-QSB [ ]Form N-SAR

For Period Ended:                December 31, 1999

[  ]Transition Report on Form 10-K       [  ]Transition  Report on Form 10-Q
[  ]Transition Report on Form 20-F       [  ]Transition  Report on Form N-SAR
[  ]Transition Report on Form 11-K

For the Transition Period Ended:

 Read attached instruction sheet before preparing form. Please print or type.

      Nothing in this form  shall be  construed  to imply that the  Commission
has verified any information contained herein.

      If the  notification  relates to a portion of the filing  checked above,
identify the Item(s) to which the notification relates:


                        Part I. Registrant Information

Full name of registrant:      Cover-All Technologies Inc.

Former name if applicable:

Address of principal executive office (Street and number): 18-01 Pollitt Drive

City, State and Zip Code:     Fair Lawn, New Jersey 07410


                       Part II. Rule 12b-25 (b) and (c)

      If the subject  report could not be filed without  reasonable  effort or
expense  and the  registrant  seeks  relief  pursuant to Rule  12b-25(b),  the
following should be completed.  (Check appropriate box.)

[ ] (a) The reasons  described in  reasonable  detail in Part III of this form
        could not be eliminated without unreasonable effort or expense;

[X] (b) The subject annual report,  semi-annual  report,  transition report on
        Form 10-K,  20-F, 11-K or Form N-SAR, or portion thereof will be filed
        on or before the 15th calendar day following the  prescribed due date;
        or the subject  quarterly report or transition  report on Form 10-Q,
        or portion  thereof will be filed on or before the fifth  calendar day
        following the prescribed due date; and

[ ] (c) The   accountant's   statement  or  other  exhibit  required  by  Rule
        12b-25(c) has been attached if applicable.



                             Part III. Narrative

      State below in reasonable  detail the reasons why Form 10-K, 11-K, 20-F,
10-Q,  N-SAR or the  transition  report  portion  thereof could not be filed
within the prescribed time period.  (Attach extra sheets if needed.)

      Due to recent personnel changes in the Registrant's Chief Executive
Officer and Chief Financial Officer positions, Registrant will require
additional time to allow the new Chief Executive Officer and Chief Financial
Officer to review and approve the Form 10-K. Accordingly, the Registrant is
unable to file its Form 10-K for the period ended December 31, 1999 within
the prescribed time period without unreasonable effort and expense.


                          Part IV. Other Information

      (1)  Name and  telephone  number of person to  contact in regard to this
notification

           John Roblin                     (201)            794-4800
               (Name)                      (Area code) (Telephone number)

      (2)  Have all  other  periodic  reports  required  under  Section  13 or
15(d) of the  Securities  Exchange Act of 1934 or Section 30 of the Investment
Company  Act of 1940  during  the  preceding  12  months  or for such  shorter
period that the  registrant  was required to file such  report(s)  been filed?
If the answer is no, identify report(s).

                        [X] Yes         [  ] No

      (3)  Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period for the last  fiscal  year will be
reflected by the earnings  statements to be included in the subject  report or
portion thereof?

                         [ ] Yes        [X] No

      If  so:  attach  an  explanation  of  the   anticipated   change,   both
narratively and quantitatively,  and, if appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.

                          Cover-All Technologies Inc.
              (Name of registrant as specified in charter)

Has caused  this  notification  to be signed on its behalf by the  undersigned
thereunto duly authorized.


Date  March 30, 2000               By:    /s/John Roblin
                                   Name:  John Roblin
                                   Title: President and Chief Executive Officer