Factory applied fusion-bonded epoxy (FBE) has been, and continues to be, the coating of choice for many pipeline operating companies since the 1960s. In the early 1990’s a system of applying two layers of FBE was introduced as an alternative to liquid over-coating systems for directional drilling applications. Since then, new advancements in dual layer FBE coating technology have led to the availability of dramatically improved coating systems to address specific pipeline construction needs and to enable the coating to function under a wide variety of corrosive conditions. In this paper, we review the next-generation abrasion resistant overcoat (ARO) system that provides higher flexibility and impact resistance while maintaining superior long term adhesion to steel.