<PAGE>
<TABLE>
<CAPTION>
<S>                                                                          <C>

As filed with the Securities and Exchange Commission on April 19, 2002                                    Registration No. 333-
--------------------------------------------------------------------------------------------------------------------------------

                                                           UNITED STATES
                                                 SECURITIES AND EXCHANGE COMMISSION
                                                       Washington, D.C. 20549
                                                   -----------------------------

                                                              FORM S-8
                                      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                   -----------------------------
                                                     COVER-ALL TECHNOLOGIES INC.
                                       (Exact name of registrant as specified in its charter)

                                                        18-01 POLLITT DRIVE
              DELAWARE                              FAIR LAWN, NEW JERSEY 07410                           13-2698053
   (State or other jurisdiction of                         (201) 794-4800                              (I.R.S. Employer
   incorporation or organization)           (Address, including zip code, and telephone             Identification Number)
                                            number, including area code, of Registrant's
                                                    principal executive offices)
                                                   -----------------------------

                                            1995 EMPLOYEE STOCK OPTION PLAN, AS AMENDED
                                                     (Full title of the plan)
                                                   -----------------------------
                                                                                                           Copy to:
                        John Roblin                                                                 Leonard Gubar, Esq.
           President and Chief Executive Officer                                                     Piper Rudnick LLP
                Cover-All Technologies Inc.                                                     1251 Avenue of the Americas
                    18-01 Pollitt Drive                                                          New York, New York 10020
                Fair Lawn, New Jersey 07410                                                           (212) 835-6000
                      (201) 794-4800
 (Name, address, including zip code, and telephone number,
        including area code, of agent for service)

<CAPTION>

                                               -------------------------------
                                               CALCULATION OF REGISTRATION FEE
======================= ================= ================================= ========================== ===================
Title of securities      Amount to be      Proposed maximum offering         Proposed maximum           Amount of
to be registered         registered (1)    price per share                   aggregate offering price   registration fee
----------------------- ----------------- --------------------------------- -------------------------- -------------------
<S>                      <C>                         <C>                          <C>                      <C>
Common Stock, $0.01
par value..........      1,814,000 (2)               $0.31 (3)                    $  562,340 (3)           $51.74 (3)
----------------------- ----------------- --------------------------------- -------------------------- -------------------
Common Stock, $0.01
par value..........      1,186,000 (2)               $0.38 (4)                    $  450,680               $41.46 (4)
----------------------- ----------------- --------------------------------- -------------------------- -------------------
Total..............      3,000,000 (2)                ----                        $1,013,020               $93.20
======================= ================= ================================= ========================== ===================
</TABLE>

(1)  An aggregate of 5,000,000 shares of common stock, $0.01 par value per share
     (the "Common Stock"), of Cover-All Technologies Inc. (the "Company") may be
     offered or issued  pursuant to 1995 Employee  Stock Option Plan, as amended
     (the  "Plan"),  1,400,000 of which were  previously  registered on Form S-8
     (File No. 333-44119),  600,000 of which were previously  registered on Form
     S-8 (File No. 333-02567) and 3,000,000 of which are registered on this Form
     S-8.

(2)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended (the "Securities Act"), this Registration  Statement also covers an
     indeterminate  number  of shares of Common  Stock  that may be  offered  or
     issued by reason of stock splits, stock dividends or similar transactions.

(3)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) and (h).  The  proposed  maximum  offering  price per share,
     proposed   maximum   aggregate   offering  price  and  the  amount  of  the
     registration  fee are based on the average of the bid and ask prices of the
     Common Stock reported on the OTC Bulletin Board on April 17, 2002. Pursuant
     to General  Instruction E of Form S-8, the  registration  fee is calculated
     with respect to the additional securities registered on this Form S-8 only.

(4)  The proposed  maximum  offering price per share was calculated  pursuant to
     Rule 457(h) under the Securities Act based upon the average  exercise price
     at which such options to purchase shares of Common Stock under the Plan may
     be  exercised.   Pursuant  to  General  Instruction  E  of  Form  S-8,  the
     registration  fee is calculated  with respect to the additional  securities
     registered on this Form S-8 only.

--------------------------------------------------------------------------------
IN ACCORDANCE WITH THE PROVISIONS OF RULE 462 PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, THE REGRISTATION STATEMENT WILL BECOME EFFECTIVE UPON
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION.

<PAGE>

                           INCORPORATION BY REFERENCE

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with General  Instruction E to Form S-8, the contents of the
Registration   Statement  filed  by  Cover-All  Technologies  Inc.,  a  Delaware
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") (File No. 333-44119),  with respect to securities offered pursuant
to the  Company's  1995  Employee  Stock  Option  Plan,  as amended,  are hereby
incorporated by reference.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
of this  Registration  Statement  and prior to the  filing  of a  post-effective
amendment  that  indicates  that all  securities  offered have been sold or that
deregisters all securities  remaining  unsold shall be deemed to be incorporated
by reference into this  Registration  Statement and to be a part hereof from the
date of filing such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.


                            EXHIBITS

EXHIBIT
NUMBER      DESCRIPTION
-------     -----------
4.1         1995 Employee  Stock Option Plan, as amended [(incorporated  by
            reference to the Company's Schedule 14A, Definitive Proxy Statement,
            filed with the Commission on May 22, 2000 (File No. 001-13124)]

5.0         Opinion of Piper Rudnick LLP, counsel for the Registrant, regarding
            the legal validity of the shares of common stock being registered
            for issuance under the Plan (filed herewith)

23.1        Consent of Counsel (contained in Exhibit 5.0)

23.2        Consent of Independent Certified Public Accountants (filed herewith)

24.0        Power of Attorney (included on Signature Page)

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this registration statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fair Lawn, State of New
Jersey, on the 19th day of April, 2002.


                                              COVER-ALL TECHNOLOGIES INC.


                                              By: /s/ John Roblin
                                                 ------------------------------
                                                 John Roblin
                                                 Chairman, President and Chief
                                                 Executive Officer


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below constitutes and appoints John Roblin and Ann F. Massey,
or either of them, as his true and lawful attorney-in-fact and agent, with full
powers of substitution and re-substitution, for him in his name, place and
stead, to sign in any and all capacities any and all amendments (including
post-effective amendments) to this registration statement on Form S-8 and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated:

<TABLE>
<CAPTION>
               SIGNATURES                                    TITLE                           DATE
               ----------                                    -----                           ----

<S>                                          <C>                                         <C>
/s/ John Roblin                              Chairman of the Board, President and        April 19, 2002
------------------------------------         Chief Executive Officer
John Roblin                                  (Principal Executive Officer)

/s/ Ann F. Massey                            Chief Financial Officer, Controller and     April 19, 2002
------------------------------------         Secretary (Principal Financial Officer
Ann F. Massey                                and Principal Accounting Officer)

/s/ Russell Cleveland                        Director                                    April 19, 2002
------------------------------------
Russell Cleveland

/s/ Earl Gallegos                            Director                                    April 19, 2002
------------------------------------
Earl Gallegos

/s/ Mark D. Johnston                         Director                                    April 19, 2002
------------------------------------
Mark D. Johnston

/s/ Robert A. Marshall                       Director                                    April 19, 2002
------------------------------------
Robert A. Marshall
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "gs8-28178.txt", "description": "S-8", "secsgml_size_bytes": 12572}]
{"company-data": {"conformed-name": "COVER ALL TECHNOLOGIES INC", "cik": "0000737300", "assigned-sic": "7372", "irs-number": "132698053", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86616", "film-number": "02615767"}, "business-address": {"street1": "18 01 POLLITT DR", "city": "FAIR LAWN", "state": "NJ", "zip": "07410", "phone": "2017944800"}, "mail-address": {"street1": "17 01 POLLIT DRIVE", "city": "FAIR LAWN", "state": "NJ", "zip": "07410"}, "former-company": [{"former-conformed-name": "WARNER COMPUTER SYSTEMS INC", "date-changed": "19920407"}, {"former-conformed-name": "WARNER INSURANCE SERVICES INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on April 19, 2002                                    Registration No. 333-
--------------------------------------------------------------------------------------------------------------------------------

                                                           UNITED STATES
                                                 SECURITIES AND EXCHANGE COMMISSION
                                                       Washington, D.C. 20549
                                                   -----------------------------

                                                              FORM S-8
                                      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                   -----------------------------
                                                     COVER-ALL TECHNOLOGIES INC.
                                       (Exact name of registrant as specified in its charter)

                                                        18-01 POLLITT DRIVE
              DELAWARE                              FAIR LAWN, NEW JERSEY 07410                           13-2698053
   (State or other jurisdiction of                         (201) 794-4800                              (I.R.S. Employer
   incorporation or organization)           (Address, including zip code, and telephone             Identification Number)
                                            number, including area code, of Registrant's
                                                    principal executive offices)
                                                   -----------------------------

                                            1995 EMPLOYEE STOCK OPTION PLAN, AS AMENDED
                                                     (Full title of the plan)
                                                   -----------------------------
                                                                                                           Copy to:
                        John Roblin                                                                 Leonard Gubar, Esq.
           President and Chief Executive Officer                                                     Piper Rudnick LLP
                Cover-All Technologies Inc.                                                     1251 Avenue of the Americas
                    18-01 Pollitt Drive                                                          New York, New York 10020
                Fair Lawn, New Jersey 07410                                                           (212) 835-6000
                      (201) 794-4800
 (Name, address, including zip code, and telephone number,
        including area code, of agent for service)
-------------------------------
                                               CALCULATION OF REGISTRATION FEE
======================= ================= ================================= ========================== ===================
Title of securities      Amount to be      Proposed maximum offering         Proposed maximum           Amount of
to be registered         registered (1)    price per share                   aggregate offering price   registration fee
----------------------- ----------------- --------------------------------- -------------------------- -------------------
Common Stock, $0.01
par value..........      1,814,000 (2)               $0.31 (3)                    $  562,340 (3)           $51.74 (3)
----------------------- ----------------- --------------------------------- -------------------------- -------------------
Common Stock, $0.01
par value..........      1,186,000 (2)               $0.38 (4)                    $  450,680               $41.46 (4)
----------------------- ----------------- --------------------------------- -------------------------- -------------------
Total..............      3,000,000 (2)                ----                        $1,013,020               $93.20
======================= ================= ================================= ========================== ===================
(1)  An aggregate of 5,000,000 shares of common stock, $0.01 par value per share
     (the "Common Stock"), of Cover-All Technologies Inc. (the "Company") may be
     offered or issued  pursuant to 1995 Employee  Stock Option Plan, as amended
     (the  "Plan"),  1,400,000 of which were  previously  registered on Form S-8
     (File No. 333-44119),  600,000 of which were previously  registered on Form
     S-8 (File No. 333-02567) and 3,000,000 of which are registered on this Form
     S-8.

(2)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended (the "Securities Act"), this Registration  Statement also covers an
     indeterminate  number  of shares of Common  Stock  that may be  offered  or
     issued by reason of stock splits, stock dividends or similar transactions.

(3)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) and (h).  The  proposed  maximum  offering  price per share,
     proposed   maximum   aggregate   offering  price  and  the  amount  of  the
     registration  fee are based on the average of the bid and ask prices of the
     Common Stock reported on the OTC Bulletin Board on April 17, 2002. Pursuant
     to General  Instruction E of Form S-8, the  registration  fee is calculated
     with respect to the additional securities registered on this Form S-8 only.

(4)  The proposed  maximum  offering price per share was calculated  pursuant to
     Rule 457(h) under the Securities Act based upon the average  exercise price
     at which such options to purchase shares of Common Stock under the Plan may
     be  exercised.   Pursuant  to  General  Instruction  E  of  Form  S-8,  the
     registration  fee is calculated  with respect to the additional  securities
     registered on this Form S-8 only.

--------------------------------------------------------------------------------
IN ACCORDANCE WITH THE PROVISIONS OF RULE 462 PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, THE REGRISTATION STATEMENT WILL BECOME EFFECTIVE UPON
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION.
INCORPORATION BY REFERENCE

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with General  Instruction E to Form S-8, the contents of the
Registration   Statement  filed  by  Cover-All  Technologies  Inc.,  a  Delaware
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") (File No. 333-44119),  with respect to securities offered pursuant
to the  Company's  1995  Employee  Stock  Option  Plan,  as amended,  are hereby
incorporated by reference.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
of this  Registration  Statement  and prior to the  filing  of a  post-effective
amendment  that  indicates  that all  securities  offered have been sold or that
deregisters all securities  remaining  unsold shall be deemed to be incorporated
by reference into this  Registration  Statement and to be a part hereof from the
date of filing such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

                            EXHIBITS

EXHIBIT
NUMBER      DESCRIPTION
-------     -----------
4.1         1995 Employee  Stock Option Plan, as amended [(incorporated  by
            reference to the Company's Schedule 14A, Definitive Proxy Statement,
            filed with the Commission on May 22, 2000 (File No. 001-13124)]

5.0         Opinion of Piper Rudnick LLP, counsel for the Registrant, regarding
            the legal validity of the shares of common stock being registered
            for issuance under the Plan (filed herewith)

23.1        Consent of Counsel (contained in Exhibit 5.0)

23.2        Consent of Independent Certified Public Accountants (filed herewith)

24.0        Power of Attorney (included on Signature Page)
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this registration statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fair Lawn, State of New
Jersey, on the 19th day of April, 2002.

                                              COVER-ALL TECHNOLOGIES INC.

                                              By: /s/ John Roblin
                                                 ------------------------------
                                                 John Roblin
                                                 Chairman, President and Chief
                                                 Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below constitutes and appoints John Roblin and Ann F. Massey,
or either of them, as his true and lawful attorney-in-fact and agent, with full
powers of substitution and re-substitution, for him in his name, place and
stead, to sign in any and all capacities any and all amendments (including
post-effective amendments) to this registration statement on Form S-8 and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated:
SIGNATURES                                    TITLE                           DATE
               ----------                                    -----                           ----
/s/ John Roblin                              Chairman of the Board, President and        April 19, 2002
------------------------------------         Chief Executive Officer
John Roblin                                  (Principal Executive Officer)

/s/ Ann F. Massey                            Chief Financial Officer, Controller and     April 19, 2002
------------------------------------         Secretary (Principal Financial Officer
Ann F. Massey                                and Principal Accounting Officer)

/s/ Russell Cleveland                        Director                                    April 19, 2002
------------------------------------
Russell Cleveland

/s/ Earl Gallegos                            Director                                    April 19, 2002
------------------------------------
Earl Gallegos

/s/ Mark D. Johnston                         Director                                    April 19, 2002
------------------------------------
Mark D. Johnston

/s/ Robert A. Marshall                       Director                                    April 19, 2002
------------------------------------
Robert A. Marshall