FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Majesco

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/14/2014 

3. Issuer Name and Ticker or Trading Symbol

COVER ALL TECHNOLOGIES INC [COVR]

(Last)        (First)        (Middle)

5 PENN PLAZA, 14TH FLOOR, 

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10001       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $.01 par value per share   7634400   (1) (2) (3) (4) I   See notes 1, 2, 3 and 4 in "Explanation of Responses" below.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Securities beneficially owned as a result of Majesco entering into a Voting Agreement, dated as of December 14, 2014, with a stockholder of the Issuer (the "Voting Agreement"). Concurrently with the execution of the Voting Agreement, Majesco and the Issuer entered into the Agreement and Plan of Merger, pursuant to which the Issuer will be merged with and into Majesco (the "Merger Agreement").
( 2)  Majesco is a California corporation. Mastek (UK) Ltd. is a private limited company organized under the laws of the United Kingdom ("Mastek UK"). Mastek Limited is a public limited company domiciled in, and organized under the laws of, India ("Mastek Parent" and together with Majesco and Mastek UK, the "Reporting Persons", and each a "Reporting Person"). The equity interests of Majesco are owned by each of Mastek UK and Mastek Parent.
( 3)  As a result of certain proxy and voting provisions contained in the Voting Agreement, the Reporting Persons may be deemed to have beneficial ownership of the shares of the Issuer's common stock (the "Shares") covered by the Voting Agreement (7,634,400 Shares, which represents approximately 28.5% of the Issuer's total outstanding Shares based on 26,786,693 Shares reported outstanding as of December 14, 2014 (as represented by the Issuer in the Merger Agreement)) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
( 4)  The Reporting Persons expressly disclaim any beneficial ownership of the Shares reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the Shares subject to the Voting Agreement. The Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owner of any Shares reported in this Form 3. For additional information regarding the Voting Agreement and the Merger Agreement, see Schedule 13D filed by Majesco with the United Securities and Exchange Commission on December 15, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Majesco
5 PENN PLAZA, 14TH FLOOR
NEW YORK, NY 10001
X

Mastek Ltd
UNIT 106, SDF 4, SEEPZ, ANDHERI (EAST)
MUMBAI, K7 400 096


Managing Director & Group CEO
Mastek UK Ltd
PENNANT HOUSE, 2 NAPIER COURT
NAPIER ROAD, READING, RG1
ENGLAND/WALES, X0 8BW


Chairman

Signatures
Majesco By: /s/ Ketan Mehta Title: President and Chief Executive Officer 12/15/2014
** Signature of Reporting Person Date

Mastek Limited By: /s/ Sudhakar Ram Title: Managing Director & Group CEO 12/15/2014
** Signature of Reporting Person Date

Mastek (UK) Ltd. By: /s/ Joe Venkatarama Title: Chairman 12/15/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.