As filed with the Securities and Exchange Commission on September 8, 2000
Registration No. 333-36662
                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 AMENDMENT NO. 2
                                       to
                                    FORM S-1
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                     COASTAL CARIBBEAN OILS & MINERALS, LTD.
             (Exact name of registrant as specified in its charter)
                                     BERMUDA
         (State or other jurisdiction of incorporation or organization)
                                      1330
            (Primary Standard Industrial Classification Code Number)
                                      NONE
                      (I.R.S. Employer Identification No.)
             Clarendon House, Church Street, Hamilton, Bermuda HM CX
                            Telephone (441) 295-1422
               (Address including zip code, and telephone number,
        including area code of registrant's principal executive offices)
                         -------------------------------
                             Timothy L. Largay, Esq.
                               MURTHA CULLINA LLP
                              CityPlace, 29th Floor
                                185 Asylum Street
                           Hartford, Connecticut 06103
                            Telephone (860) 240-6017
                       (Name, address, including zip code,
        and telephone number, including area code, of agent for service)

Approximate  date of commencement of proposed sale to the public:  As soon after
the effective date as practicable.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [ X ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]
<TABLE>
                         CALCULATION OF REGISTRATION FEE

      -------------------------- ---------------------- ------------------ ------------------------ -----------------
       Title of each class of        Amount to be       Proposed maximum      Proposed maximum         Amount of
          securities to be            registered         offering price      aggregate offering     registration fee
             registered                                     per share               price
      -------------------------- ---------------------- ------------------ ------------------------ -----------------
      -------------------------- ---------------------- ------------------ ------------------------ -----------------

<S>   <C>                        <C>                          <C>                <C>                   <C>
      common stock,              12,016,907 shares (1)        $1.00              $12,016,907           $3,172.46
      $.12 per share                                           (1)

      -------------------------- ---------------------- ------------------ ------------------------ -----------------
</TABLE>

(1)   Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
      solely for the purpose of calculating the registration fee.


The Registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  registration  statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.


<PAGE>



The  information  in this  preliminary  prospectus  is not  complete  and may be
changed. These securities may not be sold until the registration statement filed
with the  Securities  and Exchange  Commission  is effective.  This  preliminary
prospectus  is not an offer  to sell  nor  does it seek an  offer  to buy  these
securities in any jurisdiction where the offer or sale is not permitted.

                                   PROSPECTUS

                      12,016,907 Shares of Common Stock of
                     Coastal Caribbean Oils & Minerals, Ltd.


         This is an  offering  of 12,016,907 shares  of our  common  stock by
subscription right to our existing  shareholders.  For every 10 shares of common
stock held as of  September 12,  2000,  each  shareholder  will be  entitled  to
purchase 3 shares at a price of $1.00 per share.  In addition, each shareholder
who purchases his/her full allotment of shares  will be  entitled  to  purchase
additional shares which are unsubscribed by other shareholders.

The Offering

                Your Price          Commission     Proceeds to Coastal Caribbean
Per Share       $  1.00             $   0                  $   1.00
                -----------         ----------             -----------
Total           $12,016,907         $   0                  $12,016,907
                -----------         ----------             -----------

         Our  common  stock is traded on the  Boston  Stock  Exchange  under the
  symbol CCO. On September 8, 2000,  the last  reported sale price of our common
  stock as reported on the Boston Stock Exchange was $.____ per share.

         The shares of common  stock  offered  hereby  involve a high  degree of
risk.  You should  purchase  shares only if you can afford a complete  loss. See
"Risk Factors"  beginning at page 5 for a discussion of certain factors that you
should consider before you purchase any shares of our common stock.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                  The date of this prospectus is September , 2000.

<PAGE>



                                TABLE OF CONTENTS
                                                                           PAGE
Prospectus Summary.............................................................2
Summary Financial Data.........................................................4
Risk Factors...................................................................5
Cautionary Statement About Forward-Looking Statements.........................10
Use of Proceeds...............................................................10
Capitalization................................................................11
Dilution......................................................................12
Management's Discussion and Analysis of Financial
Condition And Results of Operations...........................................12
Market Risk Disclosures.......................................................16
Our Business and Properties...................................................16
Legal Proceedings.............................................................22
Our Management................................................................26
Certain Business Relationships................................................29
Principal Shareholders........................................................30
Description of Our Common Stock...............................................31
Price Range of Our Common Stock...............................................36
Performance Graph.............................................................37
Terms of the Offering.........................................................38
United States Tax Consequences of the Offering................................40
Legal Matters.................................................................41
Experts.......................................................................41
Where You Can Find More Information...........................................42
Index to Consolidated Financial Statements...................................F-1

                                    * * * * *

         Coastal   Caribbean  is  incorporated  in  Bermuda  and  our  principal
executive office is located at Clarendon House, Church Street, Hamilton, Bermuda
HM CX. Our telephone number at that address is (441) 295-1422.  Our internet web
address is  http://www.coastalcarib.com.  The  contents  of our web site are not
incorporated  into this  prospectus.  In this prospectus,  "Coastal  Caribbean,"
"we," "us," and "our" refer to Coastal  Caribbean Oils & Minerals,  Ltd. and its
majority  owned  subsidiary,  Coastal  Petroleum  Company,  unless  the  context
otherwise dictates. References to "dollars" or "$" are to United States dollars.

         You should rely only on the  information  contained or  incorporated by
reference in this  prospectus.  We have not  authorized  anyone  (including  any
broker  or  salesman)  to  provide  you with  information  different  from  that
contained  in  this  prospectus.  If  anyone  provides  you  with  different  or
inconsistent information, you should not rely on it. We are offering to sell and
seeking  offers to buy shares of our common  stock only in  jurisdictions  where
offers and sales are permitted. You should assume that the information contained
in this  prospectus  is accurate  only as of September  , 2000.  You should not
assume that this prospectus is accurate as of any other date.


<PAGE>


                               PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus.  The summary
may not contain all of the information that is important to you. This prospectus
and the documents we incorporate by reference contain forward-looking statements
which  involve risks and  uncertainties.  You should  carefully  read the entire
prospectus,  including  the risk factors which begin at page 5 and the financial
statements, before deciding whether to invest in our common stock.


The Company                o     Coastal  Caribbean  Oils &  Minerals Ltd.,  a
                                 Bermuda  corporation,  was  founded in 1953.
                                 Our principal asset is our majority owned
                                 subsidiary,  Coastal Petroleum Company. Coastal
                                 Petroleum's    principal    assets    are   its
                                 nonproducing  oil,  gas and mineral  leases and
                                 royalty  interests in the State of Florida.  To
                                 date,  Coastal Petroleum has made no commercial
                                 discoveries  on  the  lands  covered  by  these
                                 leases.


Our Operating History      o     Although  we have been in business  for  many
                                 years,   we  are  still  a  development stage
                                 company because our exploration  for oil,  gas
                                 and minerals has not yielded any significant
                                 revenues or reserves.  We have incurred a loss
                                 of $692,000 for the six months ended  June  30,
                                 2000, a loss of $1,105,000 for the year 1999,
                                 a loss of $1,155,000 for the year 1998 and a
                                 loss of $1,611,000 for the year 1997.
                                 We have an accumulated deficit of $28,053,000
                                 at June 30, 2000.  You should also see Note 1
                                 of our financial statements regarding the
                                 uncertainty as to our ability to continue as a
                                 going concern.


The Offering               o     12,016,907 shares of our common stock, par
                                 value $.12 per share.


Subscription Privilege     o     Each  shareholder  will be entitled to purchase
                                 3 shares for every 10 shares of common
                                 stock held on the record date at a price of
                                 $1.00 per share.


Record Date                o     September 12, 2000.


Expiration Date            o     Rights not exercised prior to 4:30 PM, Eastern
                                 Daylight Time, on October 23, 2000 will be
                                 void and of no value.


Oversubscription Privilege o     Each shareholder who purchases the entire
                                 guaranteed allotment of shares will be
                                 permitted to subscribe pro rata for  additional
                                 shares not purchased  by  other  shareholders
                                 prior to the expiration date.


How to Exercise            o     If you wish to purchase shares, you should
                                 complete the subscription card and deliver it,
                                 accompanied by full payment of the subscription
                                 price, prior to the expiration date to our
                                 subscription agent.


Our Subscription Agent     o     American Stock Transfer & Trust Co., 59 Maiden
                                 Lane, New York, NY 10007, Telephone:
                                 (800) 937-5449.


Common Stock Outstanding   o     We had 40,056,358 shares of common stock
                                 outstanding at June 30, 2000. If all  shares
                                 offered  are sold, there will be 52,073,265
                                 shares outstanding.


Dividends                  o     We have never declared or paid dividends on our
                                 common stock and do not anticipate declaring or
                                 paying any dividends in the foreseeable future.
                                 We plan to retain any future earnings to reduce
                                 our accumulated deficit of $28,053,000 at June
                                 30, 2000 and to finance our operations.




Use of Proceeds            o     The proceeds of the offering will be used for
                                 general corporate purposes, including working
                                 capital, exploration and development and to
                                 continue the litigation against the State of
                                 Florida.


Litigation                 o     Coastal Petroleum is currently involved in
                                 litigation with the State of Florida with
                                 regard to whether the State's denial of Coastal
                                 Petroleum's application for an oil and gas
                                 exploration drilling permit constitutes a
                                 taking of Coastal Petroleum's property for
                                 which the State must compensate Coastal
                                 Petroleum. We are also involved in litigation
                                 with the State of Florida seeking compensation
                                 for confiscation of certain royalty interest
                                 acreage off the Florida coast.  See "Legal
                                 Proceedings" at page 22.




<PAGE>


                             SUMMARY FINANCIAL DATA

The  following  summary  financial  data for the three years in the period ended
December 31, 1999 are derived from the audited consolidated financial statements
of  Coastal  Caribbean  Oils &  Minerals,  Ltd.  The  data  should  be  read  in
conjunction with the consolidated financial statements,  related notes and other
financial  information  included in this prospectus.  The summary financial data
for the years  ended  December  31,  1996 and 1995 have  been  derived  from the
consolidated financial statements which are not included in this prospectus. The
information  for the six month periods ended June 30, 2000 and 1999 is unaudited
but includes all adjustments which Coastal Caribbean  considers  necessary for a
fair presentation of the results of operations for those periods.

<TABLE>
                               Six months ended                                 Year ended December 31,
                                  June 30,
                              2000          1999         1999           1998            1997            1996            1995
                               ($)            ($)          ($)            ($)             ($)            ($)              ($)

<S>                           <C>          <C>          <C>            <C>             <C>             <C>               <C>
Net loss                      (692,000)    (578,000)    (1,105,000)    (1,155,000)     (1,611,000)     (1,148,000)       (880,000)
                              ===========  ===========    ============   ===========    ============    ============    ============
Net loss per share
(Basic and Diluted)               (.02)        (.01)          (.03)          (.03)           (.04)           (.03)           (.03)
                              ===========  ===========    ============   ===========    ============    ============    ============

Common stock shares
  outstanding               40,056,000   40,056,000     40,056,000     40,056,000      40,056,000      37,487,000      33,364,000
                            ===========  ===========    ============   ===========    ============    ============    ============
Cash and marketable
  securities                   496,000    1,356,000      1,042,000      2,181,000       3,749,000       5,789,000         308,000
                             ===========  ===========    ============   ===========    ============    ============    ============

Cost associated with leasehold
  Interests in oil, gas and
  mineral properties
 (unproved)                  4,756,000    4,703,000      4,760,000      4,736,000       4,395,000       3,944,000       3,689,000
                            ===========  ===========    ============   ===========    ============    ============    ============

Total assets                 5,587,000    6,720,000      6,207,000      7,311,000       8,462,000      10,021,000       4,128,000
                            ===========  ===========    ============   ===========    ============    ============    ============

Shareholders' equity:
  Common stock               4,807,000    4,807,000      4,807,000      4,807,000       4,807,000       4,805,000       4,004,000

  Capital in excess of par
    value                   28,768,000   28,693,000     28,693,000     28,693,000      28,693,000      28,443,000      22,395,000
  Deficit accumulated during
    development stage      (28,053,000) (26,834,000)   (27,362,000)   (26,256,000)    (25,102,000)    (23,490,000)    (22,342,000)
                            ----------   -----------    -----------   ------------    ------------    ------------    ------------
Total shareholders' equity   5,522,000    6,666,000      6,138,000      7,244,000       8,398,000       9,758,000       4,057,000
                            ===========  ===========    ============   ===========    ============    ============    ============
  </TABLE>


The report of the  independent  auditors  with  respect  to Coastal  Caribbean's
consolidated  financial  statements  as of December 31, 1999 and for each of the
three  years in the period  ended  December  31, 1999  contains  an  explanatory
paragraph  describing  conditions  that raise  substantial  doubt about  Coastal
Caribbean's ability to continue as a going concern as described in Note 1 to the
consolidated financial statements.


<PAGE>


                                  RISK FACTORS

An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the  following  risk factors and other  information  in this
prospectus  and the  documents we  incorporate  by reference in  evaluating  our
company  before  you  purchase  any shares of our  common  stock.  If any of the
following risks actually occur, our business,  financial condition or results of
operations  could be materially  adversely  affected.  In this case, the trading
price of the common  stock  could  decline  and you may lose all or part of your
investment.

RISKS RELATED TO OUR BUSINESS

         We have a history of losses and anticipate further losses,  which could
cause us to discontinue our business.

     Our business has never had substantial  revenues and has operated at a loss
in each year since our inception in 1953. We recorded a loss of $692,000 for the
six months ended June 30, 2000, a loss of $1,105,000 in the year 1999, a loss of
$1,155,000  in the year 1998 and a loss of $ 1,611,000  for the year 1997. If we
continue to sustain losses and are unable to achieve  profitability,  we may not
be able to  continue  our  business  and may have to  curtail,  suspend or cease
operations. You should also see Note 1 to our financial statements regarding the
uncertainty as to our ability to continue as a going concern.

     During the past three  years,  we have spent  approximately  $ 2 million on
expenses  incurred  in the  lawsuits  against  the State of Florida  relating to
drilling  permits and  royalty  interests.  If we continue to incur  significant
expenses and are unable to raise additional funds to meet these expenses, we may
have to cease or suspend our lawsuits and/or cease operations entirely.

         In the unlikely event that we were to receive  drilling permits related
to the St.  George  Island  prospect  or other  exploratory  wells,  we would be
required to incur a  significant  amount of operating  expenditures  to commence
drilling operations and would need to generate  significant  revenues to achieve
profitability.  We cannot  assure you that we will be able to achieve or sustain
revenues,  profitability  or  positive  cash  flow  or  that  profitability,  if
achieved, will be sustained.

         Without additional financing, we only have enough liquid assets on hand
         to continue to operate the Company for the remainder of the year 2000.

         We believe that our assets on hand will be  sufficient  to permit us to
continue  to operate  through  the end of the year 2000 and to pay the  expenses
related to this  offering  which will cost  approximately  $300,000.  After that
time, we may have to suspend or cease operations  unless and until we can secure
additional financing.  Effective July 1, 2000, certain of our officers and legal
counsel have agreed to defer the payment of 50% of their salaries and fees until
our financial position  improves.  We may seek to raise additional funds through
the  issuance  of  debt  or  equity  securities  to  investors  other  than  our
shareholders. We currently do not have any commitments for additional financing.
We cannot be certain that  additional  financing will be available in the future
on acceptable terms or at all.

         If  ultimately  the  Florida  courts  rule that the state may deny us a
         permit and not compensate us for the taking of our property,  we may be
         unable to continue our business.

         In the  event  that the  Florida  courts  determine  that the  State of
Florida is entitled to deny us a permit without compensation,  it is likely that
we would be unable to continue our business and that shareholders would suffer a
complete loss of their investment.

         We may be unable to raise the additional  financing needed to cover the
         substantial  litigation costs of proving our properties have been taken
         and their value.

         Coastal  Petroleum  intends  to file a claim with the  Florida  Circuit
Court  that its  properties  have been taken by the State of  Florida,  and that
Coastal Petroleum is owed compensation by the State of Florida.  We will need to
secure  additional  financing  to cover the costs of this  litigation,  which we
estimate would require us to spend approximately  $1,500,000 per year. If we are
unable to secure the  additional  financing  adequate  to fund the costs of such
litigation  for a lengthy  period of time,  we would be unable to undertake  the
litigation  and might have to cease the  lawsuits  against  the State of Florida
without any meaningful recovery.

         If the amount of money we seek to recover  from the State of Florida is
         inadequate to cover our costs, we may suffer additional losses.

         Coastal  Petroleum's  lawsuits  against  the State of  Florida  involve
highly specialized technical engineering and legal judgments.  Any recovery that
Coastal  Petroleum may receive as a result of a court judgment against the State
of Florida may be  insufficient  to cover the costs of prosecuting the claims at
trial.  If this occurs,  we may be forced to cease  operations  and the value of
your  investment  in our common stock could decline  significantly,  including a
total loss of your investment.

RISKS RELATED TO OUR INDUSTRY

         The State of Florida  has  stated  that its policy is not to permit oil
         and gas  drilling  offshore  Florida  and the State has denied  Coastal
         Petroleum a permit with respect to its St. George's  Island  prospect.
         Consequently,  we do not believe  that the State of Florida  will grant
         drilling  permits to Coastal  Petroleum with respect to its leases.  In
         the unlikely  event that the State ever does grant Coastal  Petroleum a
         drilling  permit,  Coastal  Petroleum  would have to contend with other
         risks.





<PAGE>


After obtaining a state drilling permit,  Coastal Petroleum would have to do the
following:

        o     obtain a federal drilling permit;

        o     finance   drilling  of  the  well   (including  the  cost  of  the
              recommended   surety),   which  is  currently  estimated  to  cost
              approximately $5.5 million; and

        o     begin drilling the well within one year of the date the state
              permit is issued.

     We  cannot  assure  you that we would be able to  successfully  obtain  the
necessary  federal  permits and licenses or that we would be able to finance and
commence drilling operations in a timely manner.

     If we fail to discover  and develop  sufficient  oil and gas  reserves,  we
would be unable to  generate  sufficient  revenues  to cover our costs and might
have to curtail, suspend or cease our business operations.

         Drilling activities involve numerous risks,  including the risk that no
commercially  productive  natural gas or oil reservoirs will be discovered.  The
cost of  drilling,  completing  and  operating  wells  is often  uncertain,  and
drilling operations may be curtailed, delayed or canceled as a result of adverse
conditions  beyond our control.  Poor results from our  exploration and drilling
activities could prevent us from developing sufficient oil and gas reserves at a
commercially acceptable cost.

         Compliance with environmental and other governmental  regulations could
be costly.

     Our operations and right to obtain  interests in and hold  properties or to
conduct our business might be affected to an unpredictable extent by limitations
imposed by the laws and  regulations  which are now in effect or which  might be
adopted  by the  jurisdictions  in which we carry  on our  business.  We  cannot
predict  the  nature  of  any  further  legislation  or  regulation  that  might
ultimately be adopted or its effects upon our operations.

         Further  measures that have been or might be imposed include  increased
bond  requirements,  conservation,  proration,  curtailment,  cessation or other
forms of limiting or controlling production of hydrocarbons or minerals, as well
as price  controls or rationing or other similar  restrictions.  In  particular,
environmental  control and energy  conservation laws and regulations  adopted by
federal,   state  and  local  authorities  may  have  to  be  complied  with  by
leaseholders such as Coastal Petroleum.

         We face strong  competition  from larger oil and gas companies that may
impair our ability to carry on operations.

         If we  receive  the  necessary  state and  federal  permits  to conduct
operations,  we would operate  in the  highly  competitive  areas of oil and gas
exploration, development and production. We might not be able to compete with,
or enter into cooperative relationships with, our potential  competitors,  which
include  major  integrated  oil  companies,   substantial   independent   energy
companies,  affiliates of major interstate and intrastate pipelines and national
and  local  gas  gatherers.   If  we  were  unable  to  establish  and  maintain
competitiveness, our business would be threatened.

         Many of our competitors possess greater financial,  technical and other
resources than we do. Factors which affect our ability to  successfully  compete
in the marketplace include:

        o     the financial resources of our competitors;

        o     the availability of alternate fuel sources; and

        o     the costs related to the extraction and transportation of oil and
              gas.

RISKS RELATED TO THE OFFERING

         The price of our common  stock is  volatile,  which  could  hinder your
         ability to sell your stock and avoid a loss on your investment.

         Our common  stock has been  quoted  and traded in the  over-the-counter
market  on the  "Electronic  Bulletin  Board"  of the  National  Association  of
Securities  Dealers,  Inc.  under the symbol  COCBF.OB  and on the Boston  Stock
Exchange  under  the  symbol  CCO.  The  market  price of our  common  stock has
fluctuated  in the past and may  continue to be  volatile  in the  future.  As a
result of this volatility, you may find it more difficult to sell our stock in a
declining  market  and avoid a loss on your  investment.  This  volatility  is a
result of a variety of factors, including our current and anticipated results of
operations;  and the  anticipated  outcome of our  litigation  with the State of
Florida.

         Our Bye-laws contain provisions that may limit a shareholder's  efforts
         to  influence  our policies and prevent or delay a change in control of
         our Company.

         Bye-Law 1  provides  that any  matter to be voted on at any  meeting of
shareholders  must be approved not only by a simple majority of the shares voted
at such meeting, but also by a majority of the shareholders present in person or
by proxy and entitled to vote at the meeting. This provision may have the effect
of making it more difficult to take  corporate  action than customary "one share
one vote"  provisions,  because it may not be possible  to obtain the  necessary
majority of both votes.  As a consequence,  Bye-Law 1 may make it more difficult
that a takeover  of the company  will be  consummated,  which could  prevent the
company's  shareholders  from receiving a premium for their shares. In addition,
an owner of a substantial  number of shares of our common stock may be unable to
influence our policies and  operations  through the  shareholder  voting process
(e.g., to elect directors).

         Our   Bye-Laws   also  require  the  approval  of  75%  of  the  voting
shareholders  and of the voting  shares  for the  consummation  of any  business
combination (such as a merger,  amalgamation or acquisition  proposal) involving
our  company.  This  higher  vote  requirement  may deter  business  combination
proposals which shareholders may consider favorable.


         You may face obstacles to bringing suit in Bermuda against our officers
and directors.

         We are a Bermuda  company and certain of our directors and officers are
residents of Bermuda and are not citizens of the United States.  As a result, it
may be difficult  for  investors to effect  service of process on us or on these
directors  and officers  within the United  States or to enforce  against  these
directors  and  officers  judgments  of U. S.  courts  predicated  on the  civil
liabilities under the federal  securities laws. If investors are unable to bring
such suits,  they may be unable to recover a loss on their investment  resulting
from any violations of the federal securities laws.

         There is no precedent for, and therefore no assurance  that, the courts
in Bermuda  would  enforce  civil  liabilities,  whether in original  actions in
Bermuda or in the form of final  judgments  of U. S. courts,  arising  under the
federal  securities  laws against us or the persons  signing  this  registration
statement.  In addition,  there is no treaty in effect between the United States
and Bermuda  providing for the  enforcement of civil  liabilities  and there are
grounds upon which Bermuda Courts may not enforce  judgments of U. S. courts. In
addition,  some  remedies  available  under  the  laws of U.  S.  jurisdictions,
including some remedies  available under the federal securities laws, may not be
allowed in Bermuda courts as contrary to that nation's public policy.

         Our dividend policy could depress our stock price.

         We have never declared or paid dividends on our common stock and do not
anticipate  declaring or paying any dividends in the foreseeable future. We plan
to retain any future earnings to reduce our  accumulated  deficit of $28,053,000
at June 30, 2000 and to finance our operations. As a result, our dividend policy
could depress the market price for our common stock.

         We are a Bermuda  corporation.  Bermuda  currently  imposes no taxes on
corporate  income or capital gains  realized  outside of Bermuda.  However,  any
dividends we receive from Coastal  Petroleum  are subject to a 30% United States
withholding tax. As a result, our investors may realize a smaller rate of return
on their investment in our common stock.


<PAGE>



         Purchasers in this offering will experience  immediate dilution and may
         experience  further  dilution from the future exercise of stock options
         or from future stock offerings.

         We expect that the offering  price of our common stock in this offering
will be  substantially  higher than the net tangible book value per share of our
outstanding common stock. Accordingly, if the offering is successful, purchasers
of common  stock in the  offering  will  experience  immediate  and  substantial
dilution  of  approximately  $.66 in net  tangible  book value per  share,  or
approximately  66% of the assumed  public  offering  price of $1.00 per share.
Investors will incur additional  dilution upon the exercise of outstanding stock
options and warrants.  See  "Dilution" at page 12 for further  discussion of the
dilution that new investors will incur.

         Finally,  if we raise additional funds by issuing equity or convertible
debt  securities,   your  percentage  ownership  may  be  further  diluted.  Any
securities  issued could have rights,  preferences and privileges  senior to our
common stock.


<PAGE>


              CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

         In this  prospectus and the documents that we incorporate by reference,
we make statements that relate to our future plans, objectives, expectations and
intentions that involve risks and uncertainties.  We have based these statements
on  our  current   expectations  and  projections  about  future  events.  These
statements may be identified by the use of words such as "expect," "anticipate,"
"intend,"  "plan,"  "believe"  and  "estimate"  and  similar  expressions.   Any
statements that refer to expectations, projections or other characterizations of
future events or circumstances are forward-looking statements within the meaning
of the Private Securities  Litigation Reform Act of 1995, and are subject to the
safe harbor created by that Act.

         Forward-looking statements necessarily involve risks and uncertainties.
Our actual results could differ  materially  from those discussed in, or implied
by, these  forward-looking  statements.  Factors that could  contribute  to such
differences  include,  but are not  limited  to,  those  discussed  in the "Risk
Factors"  section at page 5 and  elsewhere in this  prospectus.  The factors set
forth in the Risk Factors section and other  cautionary  statements made in this
prospectus  should be read and  understood  as being  applicable  to all related
forward-looking statements wherever they appear in this prospectus.

         All subsequent written and oral forward-looking statements attributable
to us are expressly  qualified in their entirety by the  cautionary  statements.
You  are  cautioned  not  to  place  undue  reliance  on  these  forward-looking
statements,  which speak only as of their dates.  We undertake no obligations to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

                                 USE OF PROCEEDS

         The proceeds  will be used for general  corporate  purposes,  including
working  capital  and  continuation  of  the  Florida  litigation.   See  "Legal
Proceedings" and "Business and  Properties."  Assuming all of the shares offered
by this prospectus are sold at a price of $1.00 per share, we will  realize  net
proceeds (after estimated  expenses of the offering)of $300,000 or approximately
$11,717,000. The net proceeds of the offering would be added to our general
funds and would not be  expressly  designated  for any  particular  purpose.
However,  we currently expect that the net proceeds would be used for the
following purposes:

         Litigation (including legal fees and experts' costs)       $ 10,000,000

         Administrative, accounting, legal and other expenses       $  1,717,000

         Litigation  expenses may vary depending on the progress of the cases in
which we are  involved.  If the net  proceeds  are  substantially  less than the
estimated  amounts,  and  if we and  Coastal  Petroleum  are  unable  to  obtain
additional  funds,  Coastal  Petroleum  may be  unable  to  pursue  the  Florida
litigation. If the gross proceeds of the offering do not exceed the costs of
this offering the excess costs over  gross proceeds would be paid by us from our
current assets.

         Coastal  Caribbean  has been  making  loans to Coastal  Petroleum,  its
majority  owned  subsidiary,  in order for Coastal  Petroleum  to  continue  the
Florida Litigation and pay its operating expenses.  At June 30, 2000, the amount
of these loans totaled  $18,577,207 and the  accumulated  interest on the loans
totaled $3,595,173 for a total indebtedness of $ 22,172,380.

                                 CAPITALIZATION

         The following  table shows our cash and cash  equivalents,  investments
and total capitalization:

        o     on an actual basis as of June 30, 2000; and

        o     as adjusted to reflect the sale of 12,016,907 shares of common
              stock offered by this prospectus at an assumed public offering
              price of $1.00 per share, after deducting the estimated offering
              expenses of approximately $300,000 payable by us.

         You should read this information together with our financial statements
and the notes  relating to those  statements  and  "Management's  Discussion and
Analysis of Financial Condition and Results of Operations" and "Use of Proceeds"
appearing elsewhere in this prospectus.
<TABLE>
                                                                                  As of June 30, 2000


                                                                              Actual               As adjusted

<S>                                                                          <C>                        <C>
Cash and cash equivalents                                                    $496,364                $ 12,213,271
                                                                             ========                ============
Marketable Securities                                                            -                          -
Short-Term Debt                                                                  -                          -
Long-Term Debt                                                                   -                          -
Minority Interests                                                               -                          -
Shareholders Equity:
 Common stock, par value $.12 per   share:
   250,000,000 share authorized
   40,056,358 shares outstanding
   52,073,265 shares outstanding as adjusted
Common stock                                                               $4,806,763               $  6,248,792
 Capital in excess of par value                                             28,768,033                 39,042,911
Deficit accumulated during development stage                               (28,053,041)              $(28,053,041)
                                                                           ------------              -------------
Total Shareholders Equity                                                   $ 5,521,755              $ 17,238,662
                                                                           ============              ==============
</TABLE>


The number of shares as adjusted for this offering excludes

        o     925,000  shares  which  may be  issued  upon the  exercise  of
              outstanding  options held by our directors, officers and
              consultants as of June 30, 2000; and

        o     7,800,000 shares which may be issued in the event that Lykes
              Minerals Corp. exercises its rights to exchange Coastal Petroleum
              shares for shares of our common stock.

                                    DILUTION

         You will experience  immediate and substantial dilution in net tangible
book value of your  common  stock as a result of this  offering.  The  following
table  illustrates  the per share dilution to purchasers of shares giving effect
to the sale of all of the shares in the offering at a price of $1.00 per share:

Offering price attributable to each share of common stock                 $1.00
Net tangible book value before the offering(1)                   $ .14
Increase attributable to payments for shares of common stock       .20
Pro forma net tangible book value per share after the offering   -----      .34
                                                                          -----
Dilution to purchasers of the shares (2)(3)                               $ .66
                                                                          =====

(1) We  calculate  net  tangible  book value per share by dividing the number of
shares  of common  stock  outstanding  into the  tangible  net worth of  Coastal
Caribbean  (tangible assets less liabilities and minority interest)  outstanding
at June 30, 2000.

(2) We calculate  dilution to new  investors by  subtracting  net tangible  book
value per share of common  stock  after the  offering  from the per share  price
attributable to a share of common stock purchased.

(3) This estimate of dilution  does not reflect the results of operations  since
June 30, 2000 nor does it give any effect to the outstanding options to purchase
shares of our common stock.  There are 7,800,000 shares of common stock reserved
which may be issued in  exchange  for 78 Coastal  Petroleum  shares.  There are
also 980,000 shares reserved for stock options granted to our officers,
directors and consultants. Of these options, 925,000 were exercisable at
June 30, 2000. If the options to acquire the 8,725,000 shares had been exercised
at June 30, 2000, then the dilution to purchasers would be $.69 per share.  The
dilution of the 7,800,000 shares does not reflect any value for the increase in
ownership of Coastal Petroleum from approximately 59% to 86%.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Overview

         The following is a discussion of certain factors  affecting our results
for the six months  ended June 30, 2000 and 1999 and for the three  fiscal years
ending  December  31,  1999  and  our  liquidity  and  capital  resources.  This
discussion should be read along with our consolidated  financial  statements and
their notes, which can be found at page F-1 of this prospectus.



<PAGE>


Liquidity and Capital Resources

         Short Term Liquidity

         At June 30, 2000, Coastal Caribbean had approximately  $496,000 of cash
and  securities and this  amount  should be  sufficient  to fund the
Company's  operations in the year 2000.  Effective July 1, 2000,  certain of the
Company's  officers and legal counsel agreed to defer 50 % of their salaries and
fees until the Company's  financial position improves.  These funds are expected
to be used for general corporate  purposes,  including any required  exploration
and development and to continue the litigation against the State of Florida.

         The Company's  principal  assets are oil, gas, and mineral leases,  the
costs of which total $4.8 million at June 30, 2000.  As more fully  described in
Notes  1 and 5 to the  consolidated  financial  statements,  the  Company  has a
limited  amount of working  capital,  has incurred  recurring  losses and has an
accumulated  deficit.  The  Company  has been and  continues  to be  involved in
several  legal  proceedings  against the State of Florida  which has limited the
Company's ability to commence development activities on its unproved oil and gas
properties or obtain  compensation  for certain property rights it believes have
been taken. These situations raise substantial doubt about the Company's ability
to continue as a going concern. The Company's  consolidated financial statements
do not include any  adjustments  to reflect the possible  future  effects on the
recoverability  and  classification  of assets or amounts and  classification of
liabilities that may result from the outcome of this uncertainty.

         Long Term Liquidity

         The Company is currently  spending  approximately  $400,000 annually on
the Florida  Litigation and expects that the filing of a claim for  compensation
with the Florida Circuit Court will necessitate spending approximately
$1,500,000 annually. In order to continue the litigation and operate the Company
beyond the year 2000,  the Company  believes it will be necessary for the
Company to obtain additional  capital  either  from  Coastal  Caribbean's
or Coastal  Petroleum's shareholders.

         Since the Company's  inception,  it has been  financing its  operations
primarily  from the sale of its  common  stock and  sales of  shares of  Coastal
Petroleum. Although the Company has successfully financed its operations through
such  offerings in the past,  there is no assurance  that the proposed  offering
will  be  successful.  If  the  offering  is  successful  and  net  proceeds  of
$11,717,000  are  realized,   then  the  Company   expects  that   approximately
$10,000,000 would be used  for  litigation  and  $1,717,000  would  be used  for
administrative, accounting, legal and other expenses.

         The  Company's  oil and  gas  properties  are  currently  unproved  and
undeveloped.  The Company  had  applied for a drilling  permit from the State of
Florida to drill an  exploratory  well (the St. George  Island  prospect) in the
waters near Apalachicola, Florida. The State of Florida resisted the issuance of
a drilling permit. On October 6, 1999,  Florida's First District Court of Appeal
ruled that Florida's Department of Environmental Protection has the authority to
deny Coastal  Petroleum's  drilling  permit for its St. George Island  prospect,
provided that Coastal  receives just  compensation  for what has been taken. The
State of Florida and certain Florida  environmental  groups filed on November 1,
1999 a joint motion for clarification,  rehearing, or certification with respect
to that  decision,  asking the Court of Appeal,  among other things,  to clarify
that the  question  or whether  there has been a taking of  Coastal  Petroleum's
leases should be determined in the Circuit Court. On June 26, 2000, the Court of
Appeal  denied all of the  State's  motions and stated that the issue of whether
the  denial of a permit  constituted  a "taking"  was not before the Court.  The
Court  declined  to rule on the merits of the taking  issue and stated  that the
issue was a matter for the Circuit Court.  Coastal Petroleum intends to commence
an inverse  condemnation  action in the Circuit Court to be compensated  for the
value of its  properties.  The cost of the litigation  would be substantial  and
would require the Company to obtain additional capital.  See "Legal Proceedings"
at page 22.

         In 1997,  Coastal  Petroleum  filed 12 additional  applications  for
drilling  permits.  The Company had objected to certain  requests for additional
data by the State of Florida DEP. On March 26,1999,  an administrative law judge
upheld the DEP's requirements.  The decision of the administrative law judge was
affirmed by the First District Court of Appeal on February 29, 2000.

         In order to fully permit the Apalachicola  Reef Play which includes the
St. George Island  prospect on October 29, 1998,  Coastal  Petroleum  filed four
additional permit applications  (1310-1313).  The DEP also requested  additional
data for these  permits.  Although  these  permits  are still  pending,  Coastal
Petroleum does not believe the DEP will ever grant these permits.

         In the unlikely event that any of the drilling permits are granted, the
Company would not have the assets sufficient to fund all the expenditures  which
would be necessary to drill the St. George Island prospect ($5.5 million) or any
other  exploration  wells.  If  oil  and/or  gas  is  discovered  in  commercial
quantities,  a  production  program  would  require  additional  permitting  and
construction of production,  storage and delivery systems.  The Company would be
required to seek additional financing or partners to fund these expenditures.

Results of Operations

         The Company, a development stage enterprise,  has never had substantial
revenues and has operated at a loss each year since its  inception in 1953.  The
Company  has been  involved  in  litigation  since  1968 and its  total  Florida
litigation-related  expenses have aggregated approximately $2 million during the
three years ended December 31, 1999.

Six month period ended June 30, 2000 vs. June 30, 1999

         The Company incurred a loss of $692,000 for 2000, compared to a loss of
$577,000 for 1999.

         Interest income and other income  decreased 58% from $46,000 in 1999 to
$19,000 in 2000 because less funds were available for investment during the 2000
period.

         Legal fees and costs  increased  25% to $254,000  in 2000,  compared to
$204,000 in the prior  period  because  the  Company  recorded a charge to legal
expense  in the amount of $75,000 in  connection  with the  issuance  of a stock
option grant. During the 2000 period, the level of legal activity decreased. The
Company had been waiting for a decision of the Florida Court of Appeal regarding
the State of Florida's  motion for a rehearing which was not rendered until June
26, 2000.

         Administrative  expenses increased 14% during 2000 to $286,000 compared
to $250,000 in 1999.  During December 1999, the Company  increased its Directors
and Officers  liability  insurance  coverage  from $6.2 million to $12.2 million
which increased insurance costs.

         Salaries  decreased  7% during  2000 to $76,000  compared to $82,000 in
1999.  An employee who has not been  replaced  left the Company  during the 1999
period.

         Shareholder communications costs increased 17% during 2000  to  $89,000
compared to $76,000 in 1999 because of increased mailing and printing costs.

         Exploration  costs  decreased  from  $12,000 in 1999 to $6,000 in 2000.
These miscellaneous exploration expenses do not include exploration expenditures
totaling $3,600 that were capitalized in 2000 ($33,000 in 1999).

1999 vs. 1998

         The Company recorded a loss of $1,105,000 for 1999,  compared to a loss
of $1,155,000 in 1998.

         Interest income and other income  decreased 67% to $55,000 in 1999 from
$167,000 in 1998 because less funds were available for investment during 1999.

         Legal fees and costs  decreased  19% in 1999 to  $405,000  compared  to
$502,000 in the prior year.  In 1998,  the Company had been  involved in various
appeals and hearings in connection  with the  opposition by the State of Florida
and others to the issuance of a drilling  permit and the taking claim  regarding
its  royalty  interest  acreage.  During  1999,  the  level  of  legal  activity
decreased.

         Administrative  expenses  decreased 4% in 1999 to $474,000  compared to
$495,000 in 1998.

         Salaries  decreased  2% to $158,000  during  1999  compared to $161,000
during 1998.

         Shareholder communications costs decreased 23% from $133,000 in 1998 to
$103,000 in 1999. The decrease in costs during 1999 resulted from a reduction in
mailing costs to the Company's shareholders.

         Exploration  costs decreased from $31,000 in 1998 to $21,000 in 1999 in
connection with the Company's program to identify potential drilling  prospects.
These  miscellaneous   exploration  expenses  do  not  include  the  exploration
expenditures totaling $24,000 that were capitalized in 1999 ($340,000 in 1998).


<PAGE>



1998 vs. 1997

         The Company recorded a loss of $1,155,000 for 1998,  compared to a loss
of $1,611,000 in 1997.

         Interest income and other income decreased 40% to $167,000 in 1998 from
$279,000 in 1997 because less funds were  available for  investment  during 1998
and interest rates were lower.

         Legal fees and costs  decreased  52% in 1998 to  $502,000  compared  to
$1,047,000 in the prior year. In 1997,  the Company had been involved in various
appeals and hearings in connection  with the  opposition by the state and others
to the issuance of a drilling  permit and the taking claim regarding its royalty
interest acreage. During 1998, the level of legal activity decreased.

         Administrative  expenses  increased 11% in 1998 to $495,000 compared to
$448,000 in 1997.  The primary  reason for the  increase  was an increase in the
cost of directors' and officers' liability insurance in 1998.

         Shareholder communications costs decreased 29% from $188,000 in 1997 to
$133,000 in 1998. In 1997,  the cost of printing and mailing was higher  because
of the size of the documents and the number of mailings compared to 1998.

         Exploration  costs decreased from $53,000 in 1997 to $31,000 in 1998 in
connection with the Company's program to identify potential drilling  prospects.
These  miscellaneous   exploration  expenses  do  not  include  the  exploration
expenditures totaling $340,000 that were capitalized in 1998 ($452,000 in 1997).

                            MARKET RISK DISCLOSURES

         The Company  does not have any  significant  exposure to market risk as
the only market risk  sensitive  instruments  are its  investments in marketable
securities.  At June 30, 2000, the carrying value of such investments (including
those classified as cash and cash equivalents) was approximately  $395,000,  the
fair value was $396,000 and the face value was $400,000.


                           OUR BUSINESS AND PROPERTIES
General

         Coastal  Caribbean  is a company  organized  under the laws of Bermuda,
with  its  principal  executive  offices  at  Clarendon  House,  Church  Street,
Hamilton, Bermuda (telephone number:  441-295-1422).  Shares of our common stock
are listed on the Boston Stock Exchange and also are traded  over-the-counter on
the "Electronic  Bulletin  Board" marketplace  of the National  Association of
Securities  Dealers,  Inc. We rely heavily on consultants for legal,  accounting
and administrative services. Our principal asset is our 59.25% owned subsidiary,
Coastal Petroleum, a Florida corporation.

Operations

         Coastal  Petroleum is the lessee under leases with the State of Florida
relating to the  exploration  for and  production  of oil,  gas and  minerals on
approximately  3,700,000 acres of submerged lands along the Gulf Coast and under
certain inland lakes and rivers.  The leases  provide for a working  interest in
approximately  1,250,000 acres and a royalty interest in approximately 2,450,000
acres  covered  by  the  leases.   Coastal  Petroleum  has  made  no  commercial
discoveries on its leaseholds.

         Coastal Petroleum is currently involved in litigation with the State of
Florida  with  regard to  whether  the  State's  denial of  Coastal  Petroleum's
application for an oil and gas exploration  drilling permit constitutes a taking
of Coastal  Petroleum's  property  for which the State must  compensate  Coastal
Petroleum. In addition, Coastal Caribbean is a party to one additional action in
which Coastal  Caribbean claims that certain of its royalty  interests have been
confiscated by the State.  During 1999, the Company actively pursued the Florida
Litigation. See "Legal Proceedings".

         In 1990,  the  State of  Florida  enacted  legislation  that  prohibits
drilling or exploration for oil or gas on Florida's  offshore  acreage.  The law
does not  apply  to  areas  where  Coastal  Petroleum  is  entitled  to  conduct
exploration.  However, in those areas where Coastal Petroleum has only a royalty
interest,  the law effectively prohibits production of oil and gas, rendering it
impossible for Coastal Petroleum to collect royalties from those areas.  Coastal
Petroleum's lawsuit on the issue is part of the Florida Litigation.

Business

     Coastal Caribbean was organized in Bermuda on February 14, 1962. We are the
successor to Coastal Caribbean Oils, Inc., a Panamanian corporation organized on
January 31, 1953 to be the holding company for Coastal Petroleum.

         We  own  59.25%  of  Coastal  Petroleum.  We  are  considered  to  be a
development  stage company since our  exploration  for oil, gas and minerals has
not yielded any significant  revenues.  Coastal Petroleum's principal assets are
its  nonproducing  oil, gas and mineral  leases and royalty  interests.  Coastal
Petroleum  believes  that its  leases  have  been  confiscated  by the  State of
Florida.  Coastal  Petroleum also believes the leases or the potential  recovery
from the State of Florida are properly considered to be assets.

Properties

         Coastal  Petroleum holds certain working interests in nonproducing oil,
gas and mineral leases covering  approximately  1,250,000  acres,  and a royalty
interest in approximately 2,450,000 acres, in and offshore the State of Florida.
No commercial oil or gas discoveries have been made on the properties covered by
these leases and Coastal  Petroleum has no proved reserves of oil or gas and has
had no significant production.

         Coastal  Petroleum  caused oil and gas exploration to take place on its
leases  prior to the  beginning of  litigation  in 1968 but has  conducted  only
limited  exploration since that time.  Exploration  expenditures  during the six
months  ended June 30, 2000 were  $3,600 and for the years  1999,  1998 and 1997
were $45,000, $371,000 and $504,000, respectively.

         In 1941,  Arnold Oil  Explorations,  Inc.,  renamed  Coastal  Petroleum
Company in 1947,  entered  into a contract  with the  Trustees  of the  Internal
Improvement Trust Fund of the State of Florida,  in whom title to publicly owned
lands in the State of Florida,  including  bottoms of salt and fresh waters,  is
irrevocably  vested, for the exploration of oil, gas and minerals on such lands.
The  Trustees and Coastal  Petroleum  entered into three leases in late 1944 and
early  1946.  The acreage  covered by these  leases is located for the most part
along offshore  areas on the Gulf Coast of Florida and in submerged  lands under
certain  bays,  inlets,  riverbeds  and lakes,  of which Lake  Okeechobee is the
largest.

         In 1968, Coastal Petroleum sued the Secretary of the Army of the United
States in a dispute  regarding  certain mineral rights. In 1969, as part of that
litigation,  the  Trustees  claimed  that the leases  were  invalid and had been
forfeited.  Coastal  Petroleum and the Trustees  settled their  disagreement  on
January 6, 1976.

         Under the terms of the 1976 settlement agreement, the two leases (224-A
and 224-B) bordering the Gulf Coast were divided into three areas,  each running
the entire length of the coastline from Apalachicola Bay to the Naples area:

>>   The inner area, including rivers,  bays, and harbors,  extends seaward from
     the  Florida  shoreline a distance of 4.36  statute  miles  (5,280 feet per
     statute mile) into the Gulf, covers  approximately  2.25 million acres, and
     is  subject  to a royalty  interest  payable  to  Coastal  Petroleum.  This
     interest is a 6.25%  royalty on the  wellhead  value of all oil and gas, 25
     cents per long ton on  sulphur,  receivable  in cash or in kind at  Coastal
     Petroleum's  option,  and a 5% royalty on production or the market value of
     other minerals.

>>   The middle area,  three  statute  miles wide and covering more than 800,000
     acres,  was  released by Coastal  Petroleum  to the  Trustees,  and Coastal
     Petroleum has no further interest in the area.

>>   Coastal  Petroleum  presently  owns a 100% working  interest in the outside
     area,  which extends seaward an additional  three statute miles and borders
     federal  offshore  acreage.  This area,  exceeding  800,000 acres,  remains
     subject to  royalties  payable to the State of Florida of 12.50% on oil and
     gas,  $.50 per long ton of sulphur and 10% on other  minerals.  The Florida
     legislature has enacted statutes  designed to protect the Big Bend Seagrass
     Aquatic  Preserve,  an area covering  approximately  one quarter of Coastal
     Petroleum's working interest area. However, the legislation and legislative
     history recognize and preserve Coastal  Petroleum's prior rights as granted
     by the leases.

         Coastal  Petroleum retains a 100% working interest in 450,000 acre Lake
Okeechobee  which is a part of Lease 248 and which is also  subject to royalties
payable to the State of  Florida of 12.50% on oil and gas,  $.50 per long ton of
sulphur  and 10% on other  minerals.  Under  the  settlement  with the  State of
Florida in 1976, Coastal Petroleum agreed not to conduct  exploration,  drilling
or mining operations on Lake Okeechobee without the prior approval of the State.
As to the balance of this lease,  covering  approximately 200,000 acres, Coastal
Petroleum  retains royalty  interests of 6.25% on oil, gas and sulphur and 5% on
other minerals.

         Under the 1976 settlement agreement with the Trustees, the three leases
have a term of 40 years  beginning  from January 6, 1976 and require the payment
of an annual  rental of $59,247;  if oil, gas or minerals are being  produced in
economically sustainable quantities at January 6, 2016, these operations will be
allowed to  continue  until they  become  uneconomic.  Further,  the  settlement
agreement  provides that the drilling  requirements shall be governed by Chapter
20680, Laws of Florida,  Acts of 1941, and that all other drilling  requirements
are waived.  Under the 1941 Act, a lessee is required to drill at least one test
well on lands  leased  in each  five year  period  under the term of the  lease.
Coastal   Petroleum   believes  it  is  current  in   fulfilling   its  drilling
requirements.  Drilling  requirements of Lease 224-A have been satisfied through
the five year  obligation  period ended August 2, 2004. The State of Florida has
refused Coastal Petroleum the right to drill on Lease 248 since August 10, 1986.
Drilling  requirements of Lease 224-B have been satisfied  through the five year
obligation  period ended  October 31, 2000.  On July 21, 2000,  Coastal
Petroleum filed applications for permits to drill a series of shallow test wells
on Lease 224-B which were granted on August 18, 2000.


         The following charts reflect the acreage and annual rental  obligations
resulting  from  the  1976  settlement  agreement  with  the  Trustees  and  the
approximate acreage under lease at June 30, 2000:
<TABLE>
                                                       Working                  Royalty                 Annual
                                                      Interest                 Interest                 Rental
<S>                                                    <C>                    <C>                      <C>
224-A and 224-B                                        800,000                2,250,000                $39,261
248                                                    450,000                  200,000                 19,986
                                                     ---------               ----------               --------
                                                     1,250,000                2,450,000                $59,247
                                                     ---------               ----------               --------
</TABLE>

<TABLE>
                                                 Acreage under lease at June 30, 2000
                                            Gross Acres (*)                             Net Acres (**)
                               Undeveloped             Developed           Undeveloped             Developed

<S>                            <C>                      <C>                <C>                      <C>
Working Interest               1,250,000               -0-                 1,250,000               -0-
Royalty interest               2,450,000               -0-                   153,125               -0-
                              ---------               ----------           --------
  Total                        3,700,000               -0-                 1,403,125               -0-
                              ---------               ----------           --------
</TABLE>

* A gross acre is an acre in which a working interest is owned.
**       A net acre is when the sum of fractional ownership working interests in
         gross  acres  equals  one.  The  number  of net acres is the sum of the
         fractional  working  interests  owned in gross acres expressed as whole
         numbers and fractions.

Employees

         We currently  have only two  employees.  We rely heavily on consultants
for  legal,   accounting,   geological  and  administrative   services.  We  use
consultants  because it is more cost effective than employing a larger full time
staff.


<PAGE>


The following  graphic  presentation  has been  omitted,  but the following is a
description of the omitted material:



       Map showing Coastal Petroleum's Lease Areas in the State of Florida



<PAGE>






Disclosure Concerning Oil and Gas

Undeveloped Acreage

         The Company's undeveloped acreage as of June 30, 2000 was as follows:

                                          Gross Acres                Net Acres

         Working Interest                   1,250,000                 1,250,000
         Royalty Interest                   2,450,000                   153,125
                                            ---------                 ---------
         Total                              3,700,000                 1,403,125
                                            =========                 =========
Drilling Activity

         No drilling  has taken  place since June 1987 when one shallow  mineral
test well was  drilled  on Lease  224-A and one test well was  drilled  on Lease
224-B.  On July 21, 2000,  Coastal Petroleum filed applications for permits to
drill a series of shallow test wells on Lease 224-Bwhich were granted on
August 18, 2000.


Royalties and Other Interests

         In addition to  royalties  payable to the State of Florida as set forth
above,  Coastal  Petroleum's  leases are subject to several  royalties and other
interests.  The leases are presently subject to overriding royalties aggregating
1/16 as to oil, gas and sulphur and 13/600ths as to minerals other than oil, gas
and sulphur.

         We also have  granted  to  certain  officers,  directors,  counsel  and
consultants  of Coastal  Petroleum and Coastal  Caribbean the right to receive a
percentage of the net  recoveries  from the Florida  Litigation.  See "Legal
Proceedings" at page 22 and "Certain Business Relationships" at page 29.

Mineral Rights

         Coastal  Petroleum's  Leases 224-A,  224-B and 248 were determined by a
Florida  State  court in 1960 to cover not only oil,  gas and  sulphur,  but all
other minerals.  Subsequent litigation has held that these other minerals do not
embrace certain deposits of shell accumulated on water bottoms which had not yet
become  mineral,  and that Lake  Hancock is not within the area covered by Lease
224-B.  Under the 1976 settlement  agreement with the State of Florida,  Coastal
Petroleum retains a 5% royalty with respect to mineral  production.  However, it
cannot conduct mining  operations in 450,000-acre  Lake  Okeechobee  without the
prior approval of the State of Florida. Although Coastal Petroleum had conducted
limited  mineral  exploration  activities  on its leases,  the courts during the
1980's limited its rights to mine minerals. Coastal Petroleum has no independent
knowledge of commercial deposits on its leases.

                               LEGAL PROCEEDINGS

Florida Litigation

         Coastal Petroleum is currently involved in litigation with the State of
Florida  with  regard to  whether  the  State's  denial of  Coastal  Petroleum's
application for an oil and gas exploration  drilling permit constitutes a taking
of Coastal  Petroleum's  property  for which the State must  compensate  Coastal
Petroleum.  In  addition,  we are a party to  another  action  in which  Coastal
Caribbean claims that certain of its royalty  interests have been confiscated by
the State.

1.       Coastal  Petroleum  Company v. State  Department of  Environmental
         Protection,  (Case No.  98-1998,  First  District Court of Appeal).
         Drilling Permit Litigation.

         In  1992,  Coastal  Petroleum  applied  to the  Florida  Department  of
Environmental  Protection  (the "DEP") for a permit to drill an exploratory  oil
and gas well off Apalachicola, Florida. The proposed well would be located in an
area included within Lease 224-A.  The DEP  subsequently  denied the application
for issuance of a drilling permit for various reasons and imposed a $1.9 billion
bond.  Coastal  Petroleum  appealed the actions of the DEP to the Florida  First
District Court of Appeal  ("Court of Appeal").  After two decisions by the Court
of Appeal in favor of Coastal Petroleum,  the Florida Supreme Court in July 1996
denied the DEP's petition to review an April 1996 Court of Appeal decision.  The
Florida  Supreme  Court had also  refused to review an  earlier  Court of Appeal
decision.

         On August 16, 1996,  the DEP  notified  Coastal  Petroleum  that it was
prepared to issue the drilling permit subject to Coastal Petroleum  publishing a
Notice of Intent to Issue ("Notice") the permit.  The Notice allowed  interested
parties to request administrative hearings on the permit.

         On May 28, 1997,  the Oil and Gas Drilling  Bill (SB550) was enacted in
Florida.  The  legislation  requires  that a  surety  will  now be  based on the
projected  cleanup costs and possible  natural  resource damage  associated with
offshore   drilling  as  estimated  by  the  DEP  and  as   established  by  the
Administration  Commission (the "Commission") which is comprised of the Governor
of Florida and the Cabinet.  Previously,  the required surety was satisfied by a
payment of $4,000 to the Mineral  Trust Fund in the first  year,  with a maximum
$30,000 per year and a payment of $1,500 per well for each  subsequent  year. On
September 9, 1997, the State of Florida set a new surety amount of $4.25 billion
as a precondition for the issuance of the drilling permit.

         On  October  20,  1997,  a public  hearing  on the  permit  application
convened and concluded on November 6, 1997.  The hearing  included the Company's
appeal of the $4.25  billion  surety  requirement.  On April 8, 1998,  a Florida
Administrative  Law Judge  recommended that Coastal  Petroleum was entitled to a
drilling permit with the requirement of a $225 million surety.  On May 13, 1998,
the Commission  rejected the $225 million surety and remanded the proceedings to
the Administrative Law Judge with instructions to recalculate the surety amount.

         On May 26, 1998, the DEP refused to issue a permit to Coastal Petroleum
to  drill  an  offshore  exploration  well  near St.  George's  Island.  Coastal
Petroleum  appealed both the denial of the permit by the DEP and the  imposition
of the surety to the Court of Appeal.

         On  October  6,  1999,  the Court of Appeal  ruled that the DEP has the
authority to deny Coastal Petroleum's  drilling permit for its St. George Island
prospect,  provided that Coastal  Petroleum  receives just compensation for what
has been taken.  The State of Florida and certain Florida  environmental  groups
filed on  November  1, 1999 a joint  motion  for  clarification,  rehearing,  or
certification with respect to that decision,  asking the Court of Appeal,  among
other things, to clarify that the question of whether there has been a taking of
Coastal  Petroleum's  leases should be determined in the Circuit Court.  On June
26, 2000, the Court of Appeal denied all of the State's  motions and stated that
the issue of whether  the  denial of a permit  constituted  a  "taking"  was not
before the Court.  The Court  declined to rule on the merits of the taking issue
and stated that the issue was a matter for the Circuit Court.  Coastal Petroleum
intends to commence an inverse  condemnation  action in the Circuit  Court to be
compensated for the value of its property.

2.       Coastal Petroleum Company v. State of Florida, Department of
         Environmental Protection (DOAH Case Nos. 98-1901-1912). (DCA Case
         1999-2112) and Other Permit Applications.

         On February 25, 1997 Coastal Petroleum filed 12 additional applications
for  drilling  permits.  Coastal  Petroleum  objected  to certain  requests  for
additional  data by the Florida DEP. On March 26, 1999,  an  administrative  law
judge  upheld the DEP's  requirements.  The decision of the  administrative  law
judge was affirmed by the First District Court of Appeal on February 29, 2000.

         In order to fully permit the Apalachicola  Reef Play which includes the
St. George Island  prospect on October 29, 1998,  Coastal  Petroleum  filed four
additional permit applications  (1310-1313).  The DEP also requested  additional
data for these  permits.  Although  these  permits  are still  pending,  Coastal
Petroleum does not believe the DEP will ever grant these permits.

3.       Cottingham v. State of Florida, (Case No. 94-768-CA-01, Circuit Court
         of the Second Judicial Circuit in Leon County). Coastal Caribbean
         Royalty Litigation.

         The  offshore  areas  covered by Coastal  Petroleum's  original  leases
(prior to the 1976  Settlement  Agreement)  are subject to certain other royalty
interests held by third parties,  including Coastal Caribbean.  Several of those
third parties,  including Coastal Caribbean,  have instituted a separate lawsuit
against the State. That lawsuit claims that the royalty holders'  interests have
been  confiscated as a result of the State's  actions  discussed  above and that
they are entitled to compensation for that taking.

         The royalty holders were not parties to the 1976 Settlement  Agreement,
and the royalty  holders  contend that the terms of the Settlement  Agreement do
not insulate the State from taking claims by those royalty holders.  The case is
currently  pending before the Circuit Court in Tallahassee.  On December 2,1999,
the Circuit Court denied the State's motion to dismiss the plaintiffs'  claim of
inverse  condemnation  but dismissed  several  other  claims.  The case will now
proceed to trial.

         On May 10, 2000,  the State filed a motion for summary  judgment but no
hearing  date has been  set for the  motion.  Discovery  is  proceeding.  A case
management conference has been set by the trial judge for October 16, 2000.

         Any recovery made in the royalty holders' lawsuit would be shared among
the various  plaintiffs in that lawsuit,  including Coastal  Caribbean,  but not
Coastal Petroleum.

Counsel

     Coastal  Petroleum  has recently  retained  the Tampa,  Florida law firm of
Gaylord Merlin  Ludovici Diaz & Bain as its principal trial counsel to bring its
inverse  condemnation  claim  against  the State of Florida  in Florida  Circuit
Court.  Mr. Cary  Gaylord  will be the lead  attorney  for Gaylord  Merlin.  Mr.
Gaylord,  age 53, has extensive experience in eminent domain and property rights
matters.  He is a 1969 graduate of the United States Military Academy and a 1974
graduate of the  University  of Florida Law School.

     In  addition,  Mr.  Robert J. Angerer of  Tallahassee,  Florida will assist
Gaylord Merlin in the litigation. Mr. Angerer, age 53, is a 1969 graduate of the
University of Michigan and received his law degree with high honors from Florida
State University in 1974.

Statutory Attorneys' Fees

         Chapter 73 of Florida law provides in eminent domain proceedings
(which would include Coastal Petroleum's  taking claim) that, in addition to the
award made to the property owner, the court shall award attorneys' fees based on
the  difference  between the final  judgment or settlement and the first written
offer made to the property  owner by the State in accordance  with the following
schedule:

         1.       Thirty-three percent of any difference up to $250,000; plus
         2.       Twenty-five percent of any portion of the difference between
                  $250,000 and $1 million; plus
         3.       Twenty percent of any portion of the difference exceeding $1
                  million.

Contingency Fees

     Coastal  Petroleum  has agreed to pay an aggregate  of 8.65% in  contingent
fees based on any net recovery from execution on or  satisfaction of judgment or
from settlement of the Florida litigation to the following:

                    Holder                                 Percentage
             Reasoner, Davis & Fox                              2.00
             Robert J. Angerer                                  1.50
             Benjamin W. Heath                                  1.25
             Phillip W. Ware                                    1.25
             Murtha Cullina LLP                                 1.00
             Ausley & McMullen, P.A.                             .75
             James R. Joyce                                      .30
             Arthur B. O'Donnell                                 .30
             James J. Gaughran                                   .30
                                                                ------
                                 Total                          8.65
                                                                ======


     In  addition,  Coastal  Petroleum  has  agreed  to  pay  Gaylord  Merlin  a
contingent fee equal to the greater of:
     (a) approximately 90% of the statutory award of attorneys'fees (discussed
above)less the hourly fees paid to Gaylord Merlin, or
     (b) ten  percent  of the first  $100  million  or  portion  thereof  of the
compensation  received by Coastal  Petroleum from the State as compensation  for
the taking of its property,  plus five percent of such compensation in excess of
$100 million, less the hourly fees paid to Gaylord Merlin and other costs of the
litigation.


Uncertainty

         At June  30,  2000,  the  amount  of  unproved  oil,  gas  and  mineral
properties  totaled $4.8  million,  which costs the Company  expects to recover.
However,  no assurances can be given that Coastal Petroleum or Coastal Caribbean
will  prevail  on any of the  issues  set forth  above,  that they will  recover
compensation for any of their claims, or that a drilling permit will be granted.
In  addition,  even if  Coastal  Petroleum  were to prevail on any or all of the
issues to be  decided,  no  assurance  can be given that  Coastal  Caribbean  or
Coastal Petroleum will have sufficient financial resources to survive until such
decisions  become  final or to drill any wells for which  permits are  received.
There is also no assurance that any wells drilled will be successful and lead to
production of any oil or gas in commercial quantities.

                                 OUR MANAGEMENT

Our Directors and Executive Officers

         Our board of directors includes five members, two of whom also serve as
executive  officers.  The board is divided into three  classes,  with each class
serving a term of office of three years.
<TABLE>
             Name                      Position                            Biographical Information

Class of 2001
<S>                                    <C>               <C>
Nicholas B. Dill                       Director          Mr.  Dill is a  member  of the law firm of  Conyers,  Dill &
                                                         Pearman,  Hamilton,  Bermuda, our Bermuda counsel. Mr. Dill,
                                                         a  director  since  1997,  is also a director  of  Worldwide
                                                         Securities Ltd.,  Bermuda Electric Light Co.  Ltd.,
                                                         Watlington  Waterworks  Ltd.  and SAL Ltd. Age sixty-eight.

Class of 2002

Benjamin W. Heath                      Director          Mr.  Heath,  a director  since 1962,  is  Chairman  and also
                                       President         serves as director of Coastal  Petroleum  Company,  Magellan
                                                         Petroleum  Corporation,  and Canada Southern  Petroleum Ltd.
                                                         Age eighty-six.

Phillip W. Ware                        Director          Mr.  Ware,  a  geologist,  has  been  President  of  Coastal
                                    Vice President       Petroleum  since  April 1985.  Mr.  Ware,  a director  since
                                                         1985, is also a director of Coastal Petroleum.  Age fifty.
Class of 2003

Graham B. Collis                       Director          Mr.  Collis,  a director  since 1998, is a member of the law
                                       Secretary         firm of  Conyers,  Dill & Pearman,  Hamilton,  Bermuda,  our
                                    Audit Committee      Bermuda counsel.  Age forty.

John D. Monroe                         Director          Mr.  Monroe  is  a  real  estate  broker  and  was  formerly
                                    Audit Committee      President of a real estate  brokerage and  development  firm
                                                         in Naples,  Florida.  Mr. Monroe,  a director since 1981, is
                                                         also  a  director  of  our  subsidiary,  Coastal  Petroleum.
                                                         Age seventy-three.
</TABLE>



<PAGE>



         Our other executive officer is the Chief Financial Officer.  All of the
officers of Coastal  Caribbean and Coastal Petroleum are elected annually by the
board and report directly to it.
<TABLE>
<S>                              <C>                    <C>
James R. Joyce                   Treasurer, Assistant    Mr. Joyce has been our  Treasurer,  Assistant  Secretary and
                                  Secretary and Chief    Chief  Financial  Officer since 1994.  He is also President,
                                   Financial Officer     Chief Financial Officer  and a director of  Magellan  Petroleum
                                                         Corporation.  Mr. Joyce is  President  of G&O'D INC, a firm that
                                                         provides accounting and administrative services, office
                                                         facilities  and support to  Coastal Caribbean and other clients.
                                                         Age fifty-nine.
</TABLE>

         All  of the  named  companies  are  engaged  in  oil,  gas  or  mineral
exploration  and/or  development  except  where noted.  The business  experience
described  for each  director or  executive  officer  above covers the past five
years.

         We are not aware of any arrangements or  understandings  between any of
the individuals named above and any other person by which any of the individuals
named above was  selected as a director  and/or  executive  officer.  We are not
aware of any family  relationship  among the officers  and  directors of Coastal
Caribbean or its subsidiary.

Committees of Our Board of Directors

Board of Directors; Committees; Attendance

     The only standing  committee of the Board is the Audit  Committee  which is
comprised of Mr. Graham B. Collis and Mr. John D. Monroe. The Audit Committee is
governed by an Audit  Committee  Charter which requires the committee to perform
the following functions:

        (1) to recommend the particular persons or firm to be employed by
            Coastal Caribbean as its independent auditors;

        (2) to consult with the persons or firm so chosen to be the independent
            auditors with regard to the plan of audit;

        (3) to review,  in  consultation  with the  independent  auditors,
            their report of audit,  or proposed  report of audit,  and the
            accompanying management letter, if any; and

        (4) to consult with the  independent  auditors  (periodically,  as
            appropriate, out of the presence of management) with regard to
            the adequacy of internal controls.

         We do not presently have standing nominating or compensation committees
of the  Board of  Directors.  The  functions  that  would be  performed  by such
committees are performed by the Board of Directors.  A stock option committee is
appointed periodically.



<PAGE>


Compensation Committee Interlocks and Insider Participation

         The entire board of directors  constitutes the compensation  committee.
Benjamin  W.  Heath and  Phillip W. Ware are  directors  and the  Presidents  of
Coastal Caribbean and Coastal Petroleum, respectively.

Compensation of Directors

         For the year  1999,  Messrs.  Collis,  Dill and  Monroe  each  received
directors'  fees of  $22,500.  On March 23,  2000,  each of the named  directors
received 10 year  options to purchase  100,000  shares of our common  stock at a
price of $.91 per share.

Executive Compensation

         The  following  table sets forth  certain  summary  information
concerning the  compensation of our two executive  officers.  No other executive
officer earned compensation in excess of $100,000 during the year 1999. <TABLE>
------------------------------------------------------------------------------------------------------------------------
                                         Summary Compensation Table
                                         Annual Compensation Long Term
                                                                              Compensation
                                                                                  Award                All Other
              Name and                      Year           Salary ($)        Options/SARs(#)        Compensation ($)
         Principal Position
------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>              <C>                 <C>                      <C>
Benjamin W. Heath, President                1999             40,000                 -                     15,550(1)
and Chief Executive Officer                 1998             40,000              45,000                   12,000(1)
                                            1997             40,000                 -                     12,000(1)
------------------------------------------------------------------------------------------------------------------------
Phillip W. Ware, Vice President             1999             92,000                 -                     13,800(2)
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Reimbursement  for office expense $9,550 in 1999,  $6,000 in 1998 and 1997.
     Payment to SEP-IRA pension plan $6,000 in 1999, 1998 and 1997.

(2)  Payment to SEP-IRA pension plan.

Stock Options

         There were no stock options granted during 1999. On March 6, 2000, five
year  options to purchase  302,000  shares of our common stock  expired  without
being exercised.  On March 24, 2000, ten year options to purchase 700,000 shares
of our common  stock at $.91 per share were granted to  directors,  officers and
legal counsel.  Messrs.  Collis,  Dill, Heath, Joyce, Monroe, Ware and our legal
counsel each received options to purchase 100,000 shares of our common stock.


<PAGE>


<TABLE>
-----------------------------------------------------------------------------------------------------------------------
                            Aggregated Option/SAR Exercises in 1999 and  at December 31, 1999
                                                  Option/SAR Values
-----------------------------------------------------------------------------------------------------------------------
                           Shares                          Number of Unexercised            Value of Unexercised
                          Acquired         Value             Options/SARs (#)                   In-The-Money
                        On Exercise    Realized ($)        at December 31, 1999               Options/SARs ($)
                            (#)                                                             at December 31, 1999
-----------------------------------------------------------------------------------------------------------------------
         Name                                           Exercisable    Unexercisable    Exercisable    Unexercisable
-----------------------------------------------------------------------------------------------------------------------

<S>                         <C>             <C>           <C>               <C>           <C>               <C>
Benjamin W. Heath           -0-             -0-           72,000             -            18,000             -
Benjamin W. Heath           -0-             -0-           45,000             -              -0-              -
-----------------------------------------------------------------------------------------------------------------------

Phillip W. Ware             -0-             -0-           120,000            -            30,000             -
Phillip W. Ware             -0-             -0-           72,000             -              -0-              -
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


                         Certain Business Relationships

G&O'D INC

         During the six month period ended June 30, 2000,  $79,543 ($144,495 for
the year 1999) was paid or accrued for accounting and  administrative  services,
office  facilities and support staff provided to us by G&O'D INC, a firm that is
owned by James R. Joyce,  our Treasurer and  Assistant  Secretary.  The services
rendered by G&O'D to us include  the  following:  preparation  and filing of all
reports required by Federal and State  governments,  preparations of reports and
registration  statements required under the Federal securities laws; preparation
and filing of interim,  special and annual reports to shareholders;  maintaining
corporate   ledgers and  records and furnishing  office  facilities  and  record
retention.  G&O'D is also  responsible for the investment of our available funds
and  other  banking  relations  and  securing  adequate   insurance.   G&O'D  is
responsible  for the  preparation  and  maintenance  of all the  minutes  of any
directors' and shareholders'  meetings,  arranging all meetings of directors and
shareholders,  coordinating  the  activities  and services of all  companies and
firms rendering  services to us, responding to shareholder  inquiries,  and such
other services as may be requested by us. G&O'D  maintains and provides  current
information  about our  activities  so that our  directors  may keep  themselves
informed  as to our  activities.  G&O'D's  fees are  based on the time  spent in
performing these services to us.
Royalty Interests

         The State of  Florida  oil,  gas and  mineral  leases  held by  Coastal
Petroleum on  approximately  3,700,000  acres of submerged  lands along the Gulf
Coast and  certain  inland  lakes and rivers are  subject to certain  overriding
royalties  aggregating  1/16th as to oil, gas and sulphur,  and  13/600ths as to
minerals other than oil, gas and sulphur. Of the overriding royalties as to oil,
gas and sulphur, a 1/90th overriding royalty, and of the overriding royalties on
minerals other than oil, gas and sulphur, a 1/60th overriding  royalty,  is held
by Johnson & Company,  a Connecticut  partnership  which is used as a nominee by
the members of the family of the late William F. Buckley.  A trust, in which Mr.
Heath has a 54.4% beneficial interest, has a beneficial interest in such royalty
interest  held by Johnson &  Company.  No  payments  have been made to Johnson &
Company (or to the  beneficial  owners of such royalty  interests)  in more than
forty years.

         In 1990, Coastal Petroleum granted to our current officers the
following percentages of any net recovery from execution on or  satisfaction of
judgment or from settlement of the lawsuit against the State of Florida
as follows:


                                   Percent of       Coastal Petroleum
         Name                      Net Recovery     Position

         Benjamin W. Heath            1.25          Chairman of Board
         Phillip W. Ware              1.25          President
         James R. Joyce               0.30          Treasurer


                             PRINCIPAL SHAREHOLDERS

Security Ownership of Certain Beneficial Owners

         The following table provides  information as to the number of shares of
our stock owned beneficially at September 7, 2000 by each person who is known to
be the beneficial owner of more than 5% of the outstanding  shares of our common
stock.
<TABLE>
                                                    Amount and Nature of
                                                    Beneficial Ownership
     Name and Address of                    Shares Held           Shares Subject
     Beneficial Owner                        Directly                to Option                    Percent of Class

<S>                                          <C>                        <C>                             <C>
Leon S. Gross                                4,499,688                   -                              11.0
3900 Ford Road
Philadelphia, PA  19131

Lykes Minerals Corp.                             -                  7,800,000*                          16.3**
111 East Madison Street
P.O. Box 1690
Tampa, FL  33601
------------------------
*        Lykes Minerals Corp. has purchased a total of 78 shares of Coastal Petroleum which are convertible into 7,800,000 of our
         shares.

**       Assumes all outstanding options are exercised to acquire our shares.
</TABLE>



<PAGE>


Security Ownership of Management

         The following table provides  information as to the number of shares of
our  common  stock  owned  beneficially  at  September  7,  2000  by each of our
directors and by all directors and our executive officers as a group:
<TABLE>
                                                         Amount and Nature of
               Name of                                    Beneficial Ownership
             Individual                               Shares Held                                    Percent of
                 or Group                       Directly or Indirectly            Options               Class

<S>                                                   <C>                         <C>                    <C>
Graham B. Collis                                      25,000(1)                   112,000                 *
Nicholas B. Dill                                           -(2)                   124,000                 *
Benjamin W. Heath                                        20,000                   145,000                 *
John D. Monroe                                              400                   136,000                 *
Phillip W. Ware                                           3,791                   172,000                 *
Directors and executive officers
  as a group (a total of 6 persons)                      59,336                   825,000               2.2%
------------------------
* Less than 1%.

(1) Director of corporation which owns 17,758 shares.

(2) Beneficiary of an estate which owns 3,355 shares.
</TABLE>

                         DESCRIPTION OF OUR COMMON STOCK

General

         Our  Memorandum  of  Association  provides  that  we  may  issue  up to
250,000,000  shares of  common  stock.  We only  have one class of stock.  As of
September 7, 2000,  we had  approximately  9,200  shareholders  of record with a
total  of  40,056,358  shares  of  common  stock  outstanding.  Below is a brief
description  of our common stock and the rights of  shareholders  as  determined
under Bermuda law.  Neither  Bermuda law, nor our  Memorandum of  Association or
Bye-laws  impose any  limitations on the rights of  non-residents  of Bermuda to
vote and hold our shares of common  stock.  Set forth  below is a summary of the
principal terms of our Memorandum and Bye-laws governing our common stock.

Common Stock

         Dividend  Rights.  The holders of common  stock are entitled to receive
dividends,  if and when they are declared by the Board of Directors.  Each share
outstanding  is  entitled  to share  equally  with  every  other  share in every
dividend  distribution.  Current Bermuda law does not restrict the remittance of
dividends to Bermuda non-residents,  and any dividends paid to U.S. shareholders
would not be subject  to a  withholding  tax.  We have  never  declared  or paid
dividends  on our common  stock and do not  anticipate  declaring  or paying any
dividends in the  foreseeable  future.  We plan to retain any future earnings to
reduce our  accumulated  deficit of  $28,053,000 at June 30, 2000 and to finance
our operations.

     Classified  Board of  Directors.  Bye-Law  81  provides  that the  Board of
Directors is divided into three classes. See "Our Management - Our Directors and
Executive Officers" above.

         Liquidation Rights.  Subject to the rights of creditors,  all rights to
the assets of Coastal Caribbean  available for distribution upon liquidation are
vested in the holders of common stock and each share is entitled to  participate
equally with every other share in such liquidation.

         Pre-emptive Rights, Conversion Rights,  Redemption Provisions,  Sinking
Fund and Further  Assessments.  The holders of common stock have no  pre-emptive
rights.  There are no conversion  rights  attached to the common stock and there
are no provisions  for sinking funds or redemption of shares.  Under Bermuda law
unless  authorized by our  Memorandum  of  Association  or Bye-laws,  we may not
repurchase our own common stock,  and our Memorandum of Association and Bye-laws
do not permit us to redeem  shares of common stock.  The holders of  outstanding
common stock are not liable to any further calls or  assessments  by us on their
shares.

         Rights of Appraisal,  Derivative Actions.  Class actions and derivative
actions are generally not available to  shareholders  under the laws of Bermuda.
However,  the Bermuda courts ordinarily would be expected to follow English case
law  precedent,  which would permit a shareholder to bring an action in the name
of the company, if the directors or officers are alleged to be acting beyond the
corporate  powers of the  company,  committing  illegal  acts or  violating  the
Memorandum  of  Association  or Bye Laws of the company.  In addition,  minority
shareholders  would  probably  be able to  challenge  a  corporate  action  that
allegedly constituted a fraud against them or required the approval of a greater
percentage of the shareholders'  vote. The winning party generally would be able
to recover a portion of attorneys' fees incurred in bringing the lawsuit.

     Taxes.  Bermuda  currently  imposes no taxes on corporate income or capital
gains  realized  outside of  Bermuda,  nor is there any  withholding  tax on any
dividends  that we  might  pay to you.  Any  amounts  received  by us from U. S.
sources  as  dividends,  interest,  or other  fixed or  determinable  annual  or
periodic gains,  profits and income,  will be subject to a 30% U. S. withholding
tax. In addition,  any dividends from Coastal Petroleum will not be eligible for
the 100% dividends received deduction, which is allowable in the case of a U. S.
parent  corporation.  U. S. residents or citizens  holding shares are subject to
federal estate and gift and local inheritance  taxation.  Any dividends received
by U. S. resident or citizens  will also be subject to federal,  state and local
income taxation.  These rules are of general application only and reflect law in
force as of the date of this prospectus.  Shareholders  should seek professional
advice for the current rules applicable to their particular circumstances.

         Under current Bermuda law, we are not required to pay any income tax or
capital  gains tax. We have  obtained  from the  Bermuda  Minister of Finance an
assurance under The Exempted Undertakings Tax Protection Act 1966 of Bermuda, to
the effect that in the event of there being  enacted in Bermuda any  legislation
imposing  tax computed on profits or income,  or computed on any capital  asset,
gain or  appreciation,  or any tax in the nature of estate  duty or  inheritance
tax, then the imposition of any such tax shall not be applicable to us or to any
of our operations,  shares,  debentures or other  obligations  until 2016. These
assurances are subject to the condition  that they are not  interpreted so as to
prevent the  application  of any tax or duty to such  persons as are  ordinarily
resident  in  Bermuda  or to  prevent  the  application  of any tax  payable  in
accordance  with the provisions of The Land Tax Act 1967 of Bermuda or otherwise
payable in relation  to any  property  we lease.  We are  required to pay annual
Bermuda government fees.

         Foreign  Exchange  Control  Regulations.  We have been  designated as a
non-resident for exchange  control  purposes by the Bermuda  Monetary  Authority
whose  permission  for the  issue of shares of  common  stock  pursuant  to this
Offering  has  been  obtained.   This   designation   allows  us  to  engage  in
transactions, or to pay dividends to non-residents of Bermuda who are holders of
our shares, in currencies other than the Bermuda Dollar.

         The transfer of shares  between  persons  regarded as resident  outside
Bermuda  for  exchange  control  purposes  and the  issue of  shares  after  the
completion  of this  offering  to or by such  persons  may  take  place  without
specific  consent under the Exchange  Control Act 1972.  Issues and transfers of
shares involving any person regarded as resident in Bermuda for exchange control
purposes require specific prior approval under the Exchange Control Act 1972.

         Non-Bermuda  owners of our shares of common stock are not restricted in
the  exercise of the rights to hold or vote their  shares.  Because we have been
designated as a non-resident for Bermuda exchange control purposes, there are no
restrictions  on our ability to  transfer  funds in and out of Bermuda or to pay
dividends to U. S. residents who are holders of our common stock,  other than in
respect of local Bermuda currency.

         Under Bermuda law, share  certificates  are only issued in the names of
corporations  or  individuals.  In the case of an applicant  acting in a special
capacity  (for  example as a trustee),  certificates  may, at the request of the
applicant,  record the capacity in which the applicant is acting, but we are not
bound to  investigate  or incur any  responsibility  in  respect  of the  proper
administration of any such trust. We will take no notice of any trust applicable
to any of our shares whether or not we have notice of the trust.

         As an  "exempted  company",  we are  exempt  from  Bermuda  laws  which
restrict the percentage of share capital that may be held by non-Bermudans,  but
as an exempted company we may not participate in certain  business  transactions
including:  (1) the  acquisition  or  holding of land in  Bermuda  (except  that
required for their business and held by way of lease or tenancy for terms of not
more  than  50  years)  without  the  express   authorization   of  the  Bermuda
legislature,  (2) the taking of mortgages on land in Bermuda to secure an amount
in excess of $50,000  without  the consent of the  Minister of Finance,  (3) the
acquisition  of any bonds or  debentures  secured by any land in Bermuda,  other
than certain  types of Bermuda  government  securities or (4) the carrying on of
business of any kind in Bermuda, except in furtherance of their business carried
on outside Bermuda.

         We will be required to comply with the  provisions of the Companies Act
regulating the payment of dividends and making  distributions  from  contributed
surplus.  Pursuant to the  Companies  Act, a company  shall not declare or pay a
dividend,  or make a  distribution  out of  contributed  surplus,  if there  are
reasonable  grounds for believing  that:  (1) the company is, or would after the
payment  be,  unable  to pay its  liabilities  as they  become  due;  or (2) the
realizable  value  of the  company's  assets  would  thereby  be less  than  the
aggregate  of its  liabilities  and its issued share  capital and share  premium
accounts.

         Voting  Rights.  All voting  rights are vested in the holders of common
stock,  each share voting equally with every other share.  The holders of 25% of
the total  number of shares  entitled  to be voted at the  meeting,  present  in
person or by proxy constitutes a quorum for the transaction of business. Bye-Law
1, provides that any matter to be voted upon at any meeting of shareholders must
be approved,  not only by a simple majority of the shares voted at such meeting,
but also by a simple majority of the shareholders voting.

                  Bye-Law 1 provides in part that shareholder approval requires:

                  a resolution  passed by both (i) simple majority of votes cast
                  by such  Members as,  being  entitled so to do, vote in person
                  or, in the case of any Member being a corporation, by its duly
                  authorized  representative  or, where proxies are allowed,  by
                  proxy and (ii) a simple  majority  in  number  of the  Members
                  present  in  person  or in the  case  of any  Member  being  a
                  corporation  by its duly  authorized  representative  or where
                  proxies are allowed,  by proxy,  at a general meeting of which
                  not less than  fourteen  (14) clear days' Notice (save where a
                  longer  period is  required by these  Bye-laws)  has been duly
                  given PROVIDED THAT when shares are held by members of another
                  company,   firm,   partnership,   association  or  other  body
                  corporate or  unincorporated  and such persons act in concert,
                  or when  shares are held by or for a group of Members  who act
                  in concert, such persons shall be deemed to be one Member.

         Bye-Law 161 requires that a resolution adopted by the holders of 75% or
more of the  outstanding  common  stock and  adopted by not less than 75% of the
shareholders  is required to approve any  business  combination  (defined as any
"arrangement,  reconstruction,   amalgamation,  takeover,  or  similar  business
combination") involving the Company and any other person.

Limitation of Director Liability and Indemnification

         Director liability.  The Companies Act imposes two basic duties on each
director and officer:

         Duty of loyalty.  A director or officer  must act  honestly and in good
         faith with a view to the best interests of the company. This means that
         in  conflict  of interest  situations,  a director  must place the best
         interests  of the company  above his own  personal  interests.  It also
         means that a director  may not use his position as a director to make a
         personal  profit  from  opportunities  that  rightfully  belong  to the
         company.

         Duty of care. A director or officer must  exercise the care,  diligence
         and skill that a reasonably prudent person would exercise in comparable
         circumstances.  Based on English case law precedent,  this means that a
         director  must act  reasonably  in  accordance  with the level of skill
         expected from a person of his knowledge and experience. A director must
         attend diligently to the company's  affairs,  but is permitted to do so
         on an  intermittent  rather than a  continuous  basis.  A director  may
         delegate management  functions to suitably qualified persons,  although
         he will not avoid his duty by delegation to others.

         A Bermuda  court is unlikely to interfere  with  decisions of directors
unless  one of these  two  duties  is  breached.  The  court  must find that the
directors acted in bad faith or that no reasonable board of directors could have
come to the decision that was reached.

         Director  indemnification.  We may  under  Bermuda  law  indemnify  our
directors  and officers  for any loss or liability  that they may incur in their
capacity as our directors  and  officers.  The loss or liability may result from
any law that finds them guilty of negligence,  default, breach of duty or breach
of trust.  A director  or officer  may not be  indemnified  for his own fraud or
dishonesty.

         Legal  expenses.  We  are  required  to  pay  all  expenses,  including
attorney's  fees,  incurred by a director in defending  any legal  proceeding as
they are  incurred in advance of final  disposition  if the  director  agrees to
repay those  amounts if it is proved by clear and  convincing  evidence that the
director's  action or omission was undertaken  with  deliberate  intent to cause
injury to the company or with reckless  disregard for our best  interests and if
the director reasonably cooperates with the corporation during the proceeding.

         Bye-Laws.  Our Bye-Laws provide for indemnification of our director and
officers which is coextensive with that permitted under Bermuda law.

         D&O Insurance. Coastal Caribbean has purchased directors' and officers'
liability  insurance  coverage in the amount of $12,200,000 at an annual cost of
$192,000.

Transfer Agent and Registrar

     Our  transfer  agent and  registrar  is American  Stock  Transfer and Trust
Company,  40 Wall  Street,  46th Floor,  New York,  New York  10005.  Telephone:
800-937-5449, or 718-921-8200. Website: http://www.amstock.com.


<PAGE>


                         Price Range of Our Common Stock

         The principal  market for our common stock is the Boston Stock Exchange
under the symbol CCO.  Our common  stock is also traded in the  over-the-counter
market  on the  "Electronic  Bulletin  Board"  of the  National  Association  of
Securities Dealers,  Inc. under the symbol COCBF.OB.  The quarterly high and low
closing prices on the Boston Stock Exchange were as follows:

<TABLE>
-----------------------------------------------------------------------------
<S>                 <C>                         <C>                        <C>                       <C>
2000                1st quarter                 2nd quarter                3rd quarter*              4th quarter

High                   1.19                        1.19                        2.50
Low                    0.88                        0.53                        1.00
-----------------------------------------------------------------------------
1999                1st quarter                 2nd quarter                 3rd quarter              4th quarter

High                   1.88                        2.00                        1.81                     2.06
Low                    1.00                        1.50                        1.31                     1.06
---------------------------------------------------------------------------
1998                1st quarter                 2nd quarter                 3rd quarter              4th quarter

High                   2.88                        3.50                        1.81                     1.56
Low                    1.50                        1.56                        1.00                     1.06
------------------------------------------------------------------------------
* Through September 7, 2000
</TABLE>

          On  September  7, 2000,  the closing  price of our common stock on the
Boston Stock  Exchange was $___ On September  7, 2000,  our  outstanding  common
stock was owned by approximately 9,200 shareholders of record.

         The total share trading volume on the Boston Stock Exchange was
4,279,100 for 1999,  6,334,750 for 1998 and  7,774,500  for 1997.  The total
share trading  volume from January 1, 2000 to September 7, 2000 was _________.


<PAGE>


                                PERFORMANCE GRAPH

         The graph  below  compares  the  cumulative  total  returns,  including
reinvestment of dividends, if applicable, of our stock with the companies in the
NASDAQ Market Index Media General's  Independent  Oil & Gas Industry Group.  The
chart  displayed  below  is  presented  in  accordance  with  SEC  requirements.
Shareholders  are  cautioned  against  drawing  any  conclusions  from  the data
contained therein, as past results are not necessarily indicative of future.

                 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
                       January 1, 1995 to June 30, 2000

<TABLE>
----------------------------- -------------- -------------- -------------- ------------- -------------- -------------- -------------
<S>                                 <C>            <C>            <C>            <C>           <C>            <C>              <C>
                                    1994           1995           1996           1997          1998           1999        June 2000
----------------------------- -------------- -------------- -------------- ------------- -------------- -------------- -------------
Coastal Caribbean                    100          161.54         430.77         269.23        176.92         169.23         146.15
----------------------------- -------------- -------------- -------------- ------------- -------------- -------------- -------------
Independent Oil & Gas                100          109.42         141.00         131.27          85.03        119.12         149.24
----------------------------- -------------- -------------- -------------- ------------- -------------- -------------- -------------
NASDAQ Market Index                  100          129.71         161.18         197.16        278.08         490.46         479.98
----------------------------- -------------- -------------- -------------- ------------- -------------- -------------- -------------
</TABLE>




<PAGE>


                              TERMS OF THE OFFERING

In General

         We are  offering  for  sale,  to our  shareholders  only,  a  total  of
12,016,907 shares of our common stock. For every 10 shares that you hold on
the record date,  September 12, 2000, you are guaranteed the right to purchase 3
shares for a purchase  price of $1.00 per  share.  If you  purchase  all of the
shares that you are guaranteed the right to buy, you will also have the right to
purchase additional shares which are contingent on the number of shares that are
not  purchased  by the other  shareholders.  This  contingent  right to purchase
additional shares is limited to 3 times the guaranteed number of shares that
you are entitled to purchase.

         The shares  being  offered for sale will first be  allocated to satisfy
the  shareholders'  guaranteed  right to  purchase  shares.  If there are unsold
shares  remaining  after  these  allocations,  then any  unsold  shares  will be
allocated  proportionately among the shareholders who exercised their contingent
right to purchase the unsold shares.

         The subscription right is not transferable. The offering is not subject
to a minimum number of subscriptions.

How the Contingent Right Operates

         To illustrate how the offering  works,  assume a shareholder  owned 300
shares of common  stock as of the record  date.  He is  guaranteed  the right to
purchase 90 shares. In addition, if he purchases the total 90 shares, then he
may also exercise his contingent right for up to 270 additional shares for a
total of 360 shares.

         In the  event  that the  offering  is  oversubscribed,  we will  accept
subscriptions  by shareholders  for the guaranteed  shares first.  Any remaining
shares unsold will then be allocated  proportionately among the shareholders who
subscribed for the purchase of shares on a contingent basis.

         For  example,  assume that our  shareholders  subscribe  for a total of
14,000,000 shares, 8,000,000 shares of which are guaranteed.  Under the terms of
the offering 12,016,907 shares are being offered for sale, 8,000,000 shares
would be issued to shareholders who purchased their guaranteed shares.  The
remaining shares offered for sale (12,016,907 minus 8,000,000) would be
available for the shareholders who exercised their contingent right to purchase
shares on a pro rata basis.  Each shareholder who exercised his contingent right
would receive 66.9% (4,016,907 available divided by 6,000,000 contingent rights)
of his contingent amount of available shares.

Subscription Cards and Termination Date

         Subscription  cards,  which  indicate  the number of shares you will be
guaranteed the right to purchase,  will be issued in the name and address of the
holders  of common  stock of record on September 12, 2000 and  mailed to holders
as soon as practicable  after the record date.  The offering will end at
4:30 P.M.  Eastern Daylight Time, on October 23, 2000. The date and time when
the offering  expires is herein referred to as the "expiration date."

         All subscriptions received prior to the expiration date will be held by
the American Stock Transfer & Trust Company,  our subscription  agent.  Prior to
the  formal  acceptance  of the  subscriptions,  all  payments  will  be held by
American  Stock  Transfer.  Subscriptions  may be revoked by delivery of written
notice of revocation to us prior to the expiration date.  Subscriptions  will be
accepted,  if at all,  promptly  after the  expiration  date by our  delivery of
written  confirmation  of acceptance to American Stock Transfer  authorizing the
issuance of the shares and the payment of any refunds,  without interest, to the
extent that the offering is  oversubscribed.  We reserve the right to reject any
subscription,  absent  proof in writing  from you that all terms of the offering
have  been  complied  with on a timely  basis.  We will  notify  the  subscriber
promptly of any rejection.

         You may not purchase  fractional  shares, and only whole shares will be
issued.  The  purchase  price will be  $1.00 per share for each share and the
right to purchase shares is nontransferable. In establishing the offering price,
our directors  considered recent market prices for our stock. The purchase price
is intended by the directors to be attractive to our  shareholders and result in
a higher  subscription  rate. The purchase price does not reflect our assessment
of the actual value of our assets.  All  interpretations  of matters relating to
the offering will be made by our management and will be final.

How to Purchase Shares

         Shares may be purchased by delivering the subscription card, along with
a signed  subscription  agreement,  together  with full  payment of the purchase
price for both the shareholder's  guaranteed and contingent amounts.  Payment of
the purchase  price must be made by check,  bank draft or money order payable to
the  order of  American  Stock  Transfer.  Any  subscriptions  satisfying  these
conditions  will  be  accepted;   however,   subscriptions  received  after  the
expiration  date  will  not be  honored  and we  will  not  be  responsible  for
subscriptions  not delivered by that time.  You are advised to choose a reliable
method  (e.g.,  such as  overnight  courier  service)  for the  delivery of your
subscriptions to American Stock Transfer.

         You may also subscribe by delivering to American Stock Transfer  before
the expiration date each of the following:

        o     the full purchase price,  together with a signature  guarantee
              in writing or by facsimile  from a bank or trust  company or a
              member  firm of any  U.S.  registered  stock  exchange  that a
              subscription  card with respect to shares  subscribed  for has
              been or will be promptly  delivered to American Stock Transfer
              within three business days, and

        o     information  setting forth the name of the  subscriber and the
              serial  number  of  the   subscription   card.   Subscriptions
              satisfying these conditions will be accepted subject to prompt
              receipt  by  American  Stock  Transfer  of the  duly  executed
              subscription card within three business days.

Registration of the Shares You Purchase

         We have made application for the registration of the common stock being
offered under the applicable  securities laws of each of the United States which
do not provide an  exemption.  In the event that the  offering is not  permitted
under the law of any state or states, or in the event that  qualification of the
securities  in any  state  or  states  would  prove to be  impracticable  in the
judgment of management,  we will not issue subscription cards to shareholders in
those states.

                 UNITED STATES TAX CONSEQUENCES OF THE OFFERING

         Your  receipt of your  subscription  rights will have  certain  federal
income tax consequences.  The following discussion is the likely position of the
Internal  Revenue Service  regarding the tax consequences of the receipt of your
subscription  rights.  This discussion is not intended to serve as tax advice to
you,  and you should  consult your  personal tax advisor for advice  relating to
your personal tax situation.

         The mere  receipt  of the  subscription  rights  will not result in the
recognition of taxable income.  While you will not have to report taxable income
upon the receipt of your subscription rights, you may have to allocate a portion
of the adjusted basis of your original shares to any shares that you purchase in
the offering.

         If you do not  exercise  your  subscription  rights,  you  will  not be
allowed to claim a loss, and no adjustment will be made to the tax basis of your
shares.  If the  subscription  rights  are  exercised,  you may be  required  to
allocate a portion of the basis of your  original  shares to the shares that you
purchase in the  offering,  depending  on whether  the fair market  value of the
rights equals or exceeds 15% of the fair market value of your original shares on
the date of distribution of your rights.

         If you exercise your  subscription  rights and the fair market value of
your subscription  rights on the date of distribution is 15% or more of the fair
market  value of the  shares  you own on that  date,  you must  allocate  to the
purchased  shares  that  part of the  basis  of  your  original  shares  that is
attributable  to each  subscription  right that you exercise.  The basis of your
original  shares that is allocated to your  subscription  rights will equal your
basis in your original shares multiplied by a fraction the numerator of which is
the fair market value of your  subscription  rights and the denominator of which
is the  total of the fair  market  value of your  original  shares  and the fair
market value of your subscription rights. The basis of your original shares that
is allocated to each  subscription  right that you exercise will equal the basis
of your original shares that is allocated to your subscription rights divided by
the total number of  subscription  rights  issued to you.  Accordingly,  the tax
basis of each share  that you  purchase  will  equal the basis of your  original
shares that is allocated to each  subscription  right that you exercise plus the
purchase price of each purchased  share. The holding period for a share acquired
by exercise of a  subscription  right will begin from the date the  subscription
right is exercised.  The basis of your original  shares will be  correspondingly
reduced by the portion of the basis in your original shares that is allocated to
the purchased shares.

         If you exercise your  subscription  rights and the fair market value of
the subscription rights on the date of distribution is less than 15% of the fair
market  value of the shares you own on that  date,  you may elect to  allocate a
portion of your  current tax basis to the shares that you  purchase as discussed
above.  If you do not elect to allocate  your tax basis,  then your tax basis in
the purchased shares will be your purchase price of the offered stock.


                                  LEGAL MATTERS

         Legal matters  relating to U. S. law in  connection  with this offering
have been passed upon by Murtha Cullina LLP, Hartford,  Connecticut. All matters
relating to Bermuda law  affecting  Coastal  Caribbean and its common stock have
been passed upon by the firm of Conyers Dill & Pearman,  Hamilton,  Bermuda,  of
which firm Mr.  Collis,  a director  and  Secretary of Coastal  Caribbean,  is a
partner.  Mr. Dill, a director,  is also a partner of the firm of Conyers Dill &
Pearman.  All matters  relating to  litigation  in which  Coastal  Petroleum  is
involved  have been passed  upon by the firm of Angerer & Angerer,  Tallahassee,
Florida.  Murtha Cullina LLP may rely,  insofar as Bermuda law is concerned,  on
the opinion of Bermuda counsel, and insofar as Coastal Petroleum's litigation is
involved, on the opinions of Angerer & Angerer.


                                     EXPERTS

         The  consolidated  financial  statements  of Coastal  Caribbean  Oils &
Minerals,  Ltd. (a development  stage company) at December 31, 1999 and 1998
and for each of the three years in the period ended December 31, 1999, appearing
in this Prospectus and Registration Statement have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon, (which contains
an explanatory  paragraph  describing  conditions that raise  substantial  doubt
about Coastal Caribbean's ability to continue as a going concern as described in
Note 1 to the consolidated financial statements) appearing elsewhere herein, and
are included in reliance  upon such report given upon the authority of such firm
as experts in accounting and auditing.





<PAGE>


                       WHERE YOU CAN FIND MORE INFORMATION

         We are a public company and file annual,  quarterly and special reports
and other  information with the SEC. You may read and copy and documents we file
at the SEC's Public  Reference Room, 450 Fifth Street,  N.W.,  Washington,  D.C.
20549.  You may  obtain  further  information  on the  operation  of the  Public
Reference  Room by calling the SEC at  1-800-SEC-0330.  You can obtain copies of
this material from the Public  Reference  Section of the SEC,  Washington,  D.C.
20549, at prescribed  rates. Our reports,  proxy and information  statements and
other  information  are also  available to the public at the SEC's web site. The
Internet address of that site is http://www.sec.gov.

         Our common  stock is listed on the Boston  Stock  Exchange and reports,
proxy statements and other information can also be examined at that exchange.

         This  prospectus is only part of a  registration  statement on Form S-1
that we have filed with the SEC under the  Securities  Act and  therefore  omits
certain information contained in the registration  statement. We have also filed
exhibits and schedules  with the  registration  statement that are excluded from
this prospectus,  and you should refer to the applicable exhibit or schedule for
a complete  description  of any  statement  referring  to any  contract or other
document.  You may inspect a copy of the registration  statement,  including the
exhibits and  schedules,  without  charge at the SEC's public  reference room or
through its web site.


<PAGE>





                                       INDEX TO FINANCIAL STATEMENTS
<TABLE>
                                                                                                       Page
                                                                                                     Reference

<S>                                                                                                     <C>
Report of Independent Auditors                                                                          F-2

Consolidated balance sheets at June 30, 2000 (unaudited), December 31,
1999 and 1998.                                                                                          F-3

Consolidated statements of operations for the six months ended June 30, 2000 and
1999  (unaudited),  from  inception  (January 31, 1953) to June 30, 2000 and for
each
of the three years in the period ended December 31, 1999.                                               F-4

Consolidated statements of cash flows for the six months ended June 30, 2000 and
1999  (unaudited),  from  inception  (January 31, 1953) to June 30, 2000 and for
each
of the three years in the period ended December 31, 1999.                                               F-5

Consolidated  statement  of common stock and capital in excess of par value from
inception (January 31, 1953) to December 31, 1999 and June 30,
2000 (unaudited).                                                                                       F-6

Notes to consolidated financial statements.                                                             F-7
</TABLE>


<PAGE>




                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Coastal Caribbean Oils & Minerals, Ltd.

         We have audited the accompanying consolidated balance sheets of Coastal
Caribbean Oils & Minerals, Ltd. (a development stage company) as of December 31,
1999 and 1998,  and the related  consolidated  statements  of  operations,  cash
flows,  and  common  stock and  capital  in excess of par value  for each of the
three years in the period  ended   December  31,  1999.   These   financial
statements are  the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Coastal  Caribbean Oils & Minerals,  Ltd. at December 31, 1999 and 1998, and the
consolidated  results  of its  operations  and its  cash  flows for each of the
three years in the period  ended  December 31,  1999,  in  conformity  with
accounting  principles generally accepted in the United States.

         The accompanying  consolidated  financial statements have been prepared
assuming  that the  Company  will  continue  as a going  concern.  As more fully
described in Notes 1 and 5 to the consolidated financial statements, the Company
has a limited amount of working capital,  has incurred  recurring losses and has
an accumulated  deficit.  In addition,  the Company has been and continues to be
involved in several legal  proceedings  which have limited the Company's ability
to commence  development  activities  on its unproved oil or gas  properties  or
obtain   compensation   for  certain  property  rights  it  believes  have  been
confiscated.  These  situations  raise  substantial  doubt  about the  Company's
ability to continue as a going concern. The consolidated financial statements do
not  include  any  adjustments  to reflect the  possible  future  effects on the
recoverability  and  classification  of assets or amounts and  classification of
liabilities that may result form the outcome of this uncertainty.

                                              /s/ Ernst & Young LLP



Stamford, Connecticut
January 14, 2000


<PAGE>



                     COASTAL CARIBBEAN OILS & MINERALS, LTD.
                             (A Bermuda Corporation)
                           A Development Stage Company

                           CONSOLIDATED BALANCE SHEETS
                           (Expressed in U.S. dollars)

<TABLE>
                                                                     June 30,                   December 31,
                                                                       2000               1999               1998
                                                                 (unaudited)
                          ASSETS

Current assets:
<S>                                                                   <C>                <C>                <C>
  Cash and cash equivalents                                           $ 496,364          $ 651,124          $  52,480
  Accounts receivable                                                     5,399             25,583             52,634
  Marketable securities                                                       -                  -            828,839
  Prepaid expenses                                                      241,306            352,089            314,280
                                                                        --------         ---------          ---------
          Total current assets                                          743,069          1,028,796          1,248,233
                                                                        --------         ---------          ---------
Marketable securities                                                         -            390,941          1,300,000
Unproved  oil,  gas  and  mineral   properties  (full  cost
method)                                                               4,755,944          4,759,532          4,735,619

Other                                                                    87,848             27,445             27,198
                                                                        --------         ---------          ---------
Total assets                                                         $5,586,861         $6,206,714         $7,311,050
                                                                     ==========         ==========         ==========
           LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities                            $  65,106          $  68,424          $  67,299
                                                                        --------         ---------          ---------
Minority interests                                                            -                  -                  -

Shareholders' equity:
  Common stock, par value $.12 per share:
    Authorized - 250,000,000 shares
    Outstanding - 40,056,358 shares                                   4,806,763          4,806,763          4,806,763
  Capital in excess of par value                                     28,768,033         28,693,033         28,693,033
                                                                       --------         ---------          ---------
                                                                     33,574,796         33,499,796         33,499,796
  Deficit accumulated during development stage                      (28,053,041)       (27,361,506)       (26,256,045)
                                                                      --------         ---------          ---------
Total shareholders' equity                                            5,521,755          6,138,290          7,243,751
                                                                      --------          ---------          ---------
Total liabilities and shareholders' equity                           $5,586,861         $6,206,714         $7,311,050
                                                                     ==========         ==========         ==========
                                                            See accompanying notes.
</TABLE>


<PAGE>



                     COASTAL CARIBBEAN OILS & MINERALS, LTD.
                             (A Bermuda Corporation)
                           A Development Stage Company

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Expressed in U.S. Dollars)

<TABLE>
                                                                                                                            From
                                                                                                                          inception
                                                                                                                          (Jan. 31,
                                    Six months ended                                                                        1953)
                                       June 30,                               Year ended December 31,                         to
                                 2000             1999              1999              1998               1997          June 30, 2000
                           -------------------------------   -----------------------------------------------------   --------------
                             (unaudited)      (unaudited)                                                               (unaudited)

<S>                            <C>              <C>                 <C>              <C>                <C>              <C>
Interest and other income      $ 19,472         $ 45,937            $55,275          $167,178           $279,469         $3,748,051
                               --------          -------            -------          --------           --------         ----------
Expenses:
  Legal fees and costs          254,083          203,667            405,380           501,708          1,046,779         12,631,074
  Administrative expenses       285,904          250,429            474,027           495,161            447,622          7,624,241
  Salaries                       75,900           81,650            157,550           161,000            156,000          3,144,728
  Shareholder communications     88,693           75,537            102,825           132,924            187,644          3,760,473
  Exploration costs               6,427           12,148             20,954            31,066             52,558            811,041
  Lawsuit judgments                   -                -                  -                 -                  -          1,941,916
  Minority interests                  -                -                  -                 -                  -          (632,974)
  Other                               -                -                  -                 -                  -            364,865
  Contractual services                -                -                  -                 -                  -          2,155,728
                               --------          -------            -------          --------           --------         ----------
                                711,007          623,431          1,160,736         1,321,859          1,890,603         31,801,092
                               --------          -------            -------          --------           --------         ----------
Net loss                      $(691,535)       $(577,494)       $(1,105,461)      $(1,154,681)       $(1,611,134)
                              ==========       ==========       ============      ============        ===========

Deficit accumulated during
  development stage                                                                                                    $(28,053,041)
                                                                                                                       =============
Net loss per share
based on average number of
shares outstanding during the
period:
    Basic and Diluted EPS         $(.02)           $(.01)             $(.03)            $(.03)             $(.04)
                               ==========       ==========       ============      ============        ===========

Average number of shares
outstanding:
   Basic and Diluted          40,056,358       40,056,358         40,056,358        40,056,358         40,055,589
                              ==========       ==========       ============      ============        ===========

                             See accompanying notes.
</TABLE>


<PAGE>


                     COASTAL CARIBBEAN OILS & MINERALS, LTD.
                             (A Bermuda Corporation)
                           A Development Stage Company

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Expressed in U.S. Dollars)
<TABLE>

                                                                                                                            From
                                                                                                                         inception
                                                                                                                          (Jan. 31,
                                                  Six months ended                                                          1953)
                                                    June 30,                     Year ended December 31,                    to
                                              2000          1999          1999           1998           1997         June 30, 2000
                                          --------------------------  -------------------------------------------  ---------------
                                           (unaudited)   (unaudited)                                                  (unaudited)
Operating activities:
<S>                                        <C>           <C>          <C>            <C>            <C>                <C>
Net loss                                   $(691,535)    $(577,494)   $(1,105,461)   $(1,154,681)   $(1,611,134)       $(28,053,041)
Adjustments to reconcile net loss to net cash
  Used for operating activities:
    Minority interest                              -             -              -              -              -            (632,974)
    Exploration and other                          -             -              -              -              -             755,974
    Compensation recognized for stock
    option grants                             75,000             -              -              -              -              75,000
    Net change in:
       Accounts receivable                    20,184         3,758         27,051         24,668         27,813              (5,399)
       Prepaid expenses                      110,783        84,984        (37,809)      (100,440)       (34,972)           (241,306)
       Current liabilities                    (3,318)      (13,499)         1,125          3,324       (198,447)             65,106
       Other                                 (60,403)           36           (247)          (433)        (1,121)            411,058
                                             --------     --------     ----------     ----------     ----------         ------------
Net cash used in operating activities       (549,289)     (502,215)    (1,115,341)    (1,227,562)    (1,817,861)        (27,625,582)
                                             --------     --------     ----------     ----------     ----------         ------------
Investing activities:
  Additions to oil, gas, and mineral
properties
    Net of assets acquired for common stock    3,588        32,725        (23,913)      (340,487)      (451,612)         (4,755,944)
  Marketable securities (net)                390,941     1,372,676      1,737,898      1,304,196      1,910,226                   -
  Reimbursement of lease rentals and
    other expenses                                 -             -              -              -              -           1,243,085
  Purchase of fixed assets                         -             -              -              -              -             (61,649)
                                             --------     --------     ----------     ----------     ----------         ------------
 Net cash provided by (used in) investing
  Activities                                 394,529     1,405,401      1,713,985        963,709      1,458,614          (3,574,508)
                                             --------     --------     ----------     ----------     ----------         ------------
Financing activities:
  Sale of common stock less expenses               -             -              -              -              -          26,342,205
  Shares issued upon exercise of options           -             -              -              -         11,250             884,249
  Sale of shares by subsidiary                     -             -              -              -              -             750,000
  Sale of subsidiary shares                        -             -              -              -        240,000           3,720,000
                                             --------     --------     ----------     ----------     ----------         ------------
Net cash provided by financing activities          -             -              -              -        251,250          31,696,454
                                             --------     --------     ----------     ----------     ----------         ------------
Net increase (decrease) in cash and cash
  Equivalents                               (154,760)      903,186        598,644       (263,853)      (107,997)            496,364
Cash and cash equivalents at beginning of
  Period                                     651,124        52,480         52,480        316,333        424,330                   -
                                             --------     --------     ----------     ----------     ----------         ------------
Cash and cash equivalents at end of period  $496,364      $955,666       $651,124        $52,480      $ 316,333            $496,364
                                            =========     ========     ==========     ==========     ==========         ============
                             See accompanying notes.
</TABLE>


<PAGE>


                     COASTAL CARIBBEAN OILS & MINERALS, LTD.
                             (A Bermuda Corporation)
                           A Development Stage Company

                     CONSOLIDATED STATEMENT OF COMMON STOCK
                       AND CAPITAL IN EXCESS OF PAR VALUE
                           (Expressed in U.S. dollars)
               From inception (January 31, 1953) to June 30, 2000
           (Information subsequent to December 31, 1999 is unaudited)
<TABLE>
                                                                                                                       Capital in
                                                                       Number of                 Common                  Excess
                                                                         Shares                  Stock                of Par Value
Shares issued for net assets and unrecovered costs
<S>                                                                      <C>                    <C>                    <C>
   at inception                                                          5,790,210              $  579,021             $ 1,542,868
Shares issued upon sales of common stock                                26,829,486               3,224,014              16,818,844
Shares issued upon exercise of stock options                               510,000                  59,739                 799,760
Market value ($2.375 per share) of shares issued in
  1953 to acquire an investment                                             54,538                   5,454                 124,074
Shares issued in 1953 in exchange for 1/3rd of a 1/60th
  overriding royalty (sold in prior year) in nonproducing
  leases of Coastal Petroleum                                               84,210                   8,421                       -
Market value of shares issued for services rendered
  during the period 1954-1966                                               95,188                   9,673                 109,827
Net transfers to restate the par value of common stock
  outstanding in 1962 and 1970 to $0.12 per share                                -                 117,314               (117,314)
Increase in Company's investment (equity) due to
  capital transactions of Coastal Petroleum in 1976                              -                       -                 117,025
                                                                        ----------               ---------              ----------
Balance at December 31, 1990                                            33,363,632               4,003,636              19,395,084
Sale of subsidiary shares                                                        -                       -                 300,000
                                                                        ----------               ---------              ----------
Balance at December 31, 1991                                            33,363,632               4,003,636              19,695,084
Sale of subsidiary shares                                                        -                       -                 390,000
                                                                        ----------               ---------              ----------
Balance at December 31, 1992                                            33,363,632               4,003,636              20,085,084
Sale of subsidiary shares                                                        -                       -               1,080,000
                                                                        ----------               ---------              ----------
Balance at December 31, 1993                                            33,363,632               4,003,636              21,165,084
Sale of subsidiary shares                                                        -                       -                 630,000
                                                                        ----------               ---------              ----------
Balance at December 31, 1994                                            33,363,632               4,003,636              21,795,084
Sale of subsidiary shares                                                        -                       -                 600,000
                                                                        ----------               ---------              ----------
Balance at December 31, 1995                                            33,363,632               4,003,636              22,395,084
Sale of common stock                                                     6,672,726                 800,727               5,555,599
Sale of subsidiary shares                                                        -                       -                 480,000
Exercise of stock options                                                   10,000                   1,200                  12,300
                                                                        ----------               ---------              ----------
Balance at December 31, 1996                                            40,046,358               4,805,563              28,442,983
Sale of subsidiary shares                                                        -                       -                 240,000
Exercise of stock options                                                   10,000                   1,200                  10,050
                                                                        ----------               ---------              ----------
Balance at December 31, 1997, 1998, 1999 and June 30, 2000              40,056,358              $4,806,763             $28,693,033
                                                                        ==========              ==========             ===========


                             See accompanying notes.
</TABLE>


<PAGE>


                     COASTAL CARIBBEAN OILS & MINERALS, LTD.
                   Notes to Consolidated Financial Statements
                                December 31, 1999
          (Information at June 30, 2000 and 1999 and for the six months
                            then ended is unaudited)

1.       Summary of significant accounting policies

Consolidation

         The accompanying consolidated financial statements include the accounts
of  Coastal  Caribbean  Oils &  Minerals,  Ltd.  ("Coastal  Caribbean")  and its
majority owned subsidiary,  Coastal  Petroleum  Company  ("Coastal  Petroleum"),
hereinafter  referred to  collectively  as the Company.  The  Company,  which is
engaged in a single  industry and segment,  is  considered  to be a  development
stage  company since its  exploration  for oil, gas and minerals has not yielded
any significant  revenue or reserves.  All intercompany  transactions  have been
eliminated.

Unaudited Information

         The  information  for the periods ended June 30, 2000 and June 30, 1999
is unaudited but includes all adjustments which the Company considers  necessary
for a fair statement of the results for those periods.  All adjustments are of a
normal recurring nature.

Continuation as Going Concern

         The  Company  has a limited  amount of working  capital,  has  incurred
recurring losses and has an accumulated  deficit.  Furthermore,  as discussed in
Note 5, the  Company  believes  the State of Florida  has taken its  properties.
Coastal Petroleum is planning to commence an inverse  condemnation action in the
Circuit Court to be  compensated  for the value of its  properties.  The cost of
that  litigation  would be  substantial  and would require the Company to obtain
additional capital. There can be no assurances that funds on hand or realized or
realizable  on the sales of the  Company's  shares  described  in Note 6 will be
sufficient to allow the Company to survive until such litigation is concluded.

         At June  30,  2000 and December 31, 1999, the  Company  had cash and
cash equivalents of approximately $500,000 and $1.1 million, respectively. These
funds are  expected to be used  principally to continue the  litigation in which
Coastal  Petroleum is involved and also to pay operating and limited exploration
expenses.  Current working capital should be sufficient to finance the Company's
operations and litigation  through December 31, 2000.  Effective July 1, 2000,
certain of the Company's officers and legal counsel agreed to defer 50% of their
salaries and fees until the Company's  financial  position improves.

         In order to continue the  litigation and operate the Company beyond the
  year 2000,  the Company  believes it will be  necessary  to obtain  additional
  capital. If the Company is unsuccessful in obtaining additional capital or the
  time  necessary  to obtain such funds is unduly  protracted,  then the Company
  will likely have  insufficient  funds to continue  operations  and the Company
  will be unable to continue as a going concern.

Cash and Cash Equivalents

         The Company  considers all highly liquid  short-term  investments  with
maturities  of  three  months  or less at the  date  of  acquisition  to be cash
equivalents.  Cash and cash  equivalents are carried at cost which  approximates
market value. The components of cash and cash equivalents are as follows:
<TABLE>
                                                                     June 30,                            December 31,
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                       <C>                      <C>
                                                                      2000                      1999                     1998
Cash                                                                $101,669                  $ 59,061                  $52,480
Short term investments                                               394,695                   592,063                        -
                                                                    --------                  --------                  -------
                                                                    $496,364                  $651,124                  $52,480
                                                                    ========                  ========                  =======
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Use of Estimates

         The preparation of consolidated financial statements in conformity with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and accompanying  notes. The outcome of the litigation
and the  ability to develop the  Company's  oil and gas  properties  will have a
significant   effect  on  the  Company's   financial  position  and  results  of
operations. Actual results could differ from those estimates.

Unproved Oil and Gas Properties

         The Company  follows the full cost method of accounting for its oil and
gas properties.  All costs, whether successful or unsuccessful,  associated with
property  acquisition,  exploration and development  activities are capitalized.
Since the Company's  properties are  undeveloped and  nonproducing,  capitalized
costs are not being amortized.

         The  Company  does not expect to  amortize  these  costs until there is
production  from the  properties.  Production  cannot begin until several events
occur because the Company must:  (1) obtain state and federal  drilling  permits
(2) finance the drilling of an exploratory well, either with internal  resources
or by securing  one or more  partners in the  drilling  activity,  (3)  discover
commercial  quantities of oil and/or gas, and (4) finance and begin a production
program.  The Company  cannot  predict if or when any of these events may occur;
however,  the  Company  expects  that  under  the most  favorable  circumstances
production  would not begin before 2002.  If the Company  obtains the permits to
drill, the total cost of drilling an exploration well is currently  estimated to
be  approximately  $5.5  million.  The Company  does not  currently  have assets
sufficient to fund all of this cost and would be required to seek debt or equity
financing  from public or private  sources to drill the  exploration  well, if a
permit were granted. If oil and/or gas is discovered in commercial quantities, a
production  program would require  additional  permitting  and  construction  of
production,  storage and delivery systems. The Company would be required to seek
additional financing to fund these development activities.

         The Company assesses whether its unproved  properties are impaired on a
periodic  basis.  This assessment is based upon work completed on the properties
to  date,  the  expiration  date of its  leases  and  technical  data  from  the
properties  and  adjacent  areas.  These  properties  are  subject to  extensive
litigation  with the State of Florida.  Although the property  interests  may be
impaired by the actions taken by the State,  the likelihood of loss with respect
to the recorded  costs of the leasehold  interests is not probable.  (See Note 5
"Litigation".)  Based on the exploration  activities on the properties completed
to date, the  exploration  and  development  activities of others in the Gulf of
Mexico and the laws applicable to the taking of property, the Company expects to
recover  its  $4.8  million  of  capitalized  costs.  However,  there  can be no
assurance  that it will be  successful  and that  costs  associated  with  these
properties will be realized.

Sale of Subsidiary Shares

         All amounts  realized  from the sale of Coastal  Petroleum  shares have
been credited to capital in excess of par value.

Earnings Per Share

         Earnings per common share is based upon the weighted  average number of
common and common equivalent shares outstanding during the period. The Company's
basic and  diluted  calculations  of EPS are the same  because  the  exercise of
options is not  assumed  in  calculating  diluted  EPS,  as the result  would be
anti-dilutive (the Company has continuing losses).

Financial Instruments

         The carrying value for cash and cash equivalents,  accounts receivable,
marketable  securities  and accounts  payable  approximates  fair value based on
anticipated cash flows and current market conditions.

     In  June  1998,  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments  and Hedging  Activities  ("SFAS No. 133").  SFAS No. 133 provides a
comprehensive  and consistent  standard for the  recognition  and measurement of
derivatives and hedging activities. The statement requires all derivatives to be
recognized on the balance sheet at fair value and establishes  standards for the
recognition  of changes in such fair value.  SFAS No. 133 is  effective  for the
Company's  2001  fiscal  year.  Because  the  Company  does  not  currently  use
derivatives,  the adoption of SFAS No. 133 will not have a significant effect on
earnings or the financial condition of the Company.

2.       Coastal Petroleum Company - Minority Interests

         In 1992,  Coastal Caribbean granted Lykes Minerals Corp.  ("Lykes"),  a
wholly owned  subsidiary of Lykes Bros.  Inc., an option to acquire 78 shares of
Coastal  Petroleum at $40,000 per share.  Lykes  exercised all of its options to
purchase Coastal  Petroleum shares at a total cost of $3,120,000 and at June 30,
2000, December 31, 1999 and 1998, held 26.7% of Coastal Petroleum.

         The Lykes  agreement  provides  that Lykes is entitled to exchange each
Coastal  Petroleum  share for  100,000  Coastal  Caribbean  shares,  subject  to
adjustment for dilution and other factors. If fully exercised,  that entitlement
would  leave  Lykes with about 16% of Coastal  Caribbean's  outstanding  shares.
Lykes also has the right to exchange  Coastal  Petroleum  shares for  overriding
royalty interests in Coastal Petroleum's  properties.  If Lykes were to exchange
its 26.7% interest in Coastal Petroleum for a royalty  interest,  its overriding
royalty interest in Coastal Petroleum's working-interest acreage would be 3.3%.


         As of June 30,  2000,  December  31, 1999 and 1998,  Coastal  Petroleum
shares were owned as follows:

                                             Shares                         %
         Coastal Caribbean                    173                         59.3
         Lykes                                 78                         26.7
         Others                                41                         14.0
                                              ---                        -----
                                              292                        100.0
                                              ===                        =====

         Coastal  Caribbean has been making loans to Coastal  Petroleum in order
for Coastal  Petroleum to continue the Florida  Litigation and pay its operating
expenses.  At June 30, 2000, the amount of these loans totaled  $18,577,207 and
the accumulated interest on the loans totaled $3,595,173for a total indebtedness
of $22,172,380.

3.       Marketable Securities

         At June 30, 2000,  there were no  marketable  securities  with maturity
dates of more than three months.  At December 31, 1999 the following  marketable
securities   were   available  for  sale  because  of  the   Company's   capital
requirements:
<TABLE>
                                                                    Maturity             Carrying
               Security                       Par Value               Date                 Value            Fair Value
Connecticut   State  Serial  A  Taxable
<S>                                            <C>                    <C>                 <C>                 <C>
Bond  6.25%                                    $400,000          July 1, 2003             $390,941            $390,941
                                               ========                                   ========            ========

         At  December  31,  1998,  the  Company  had  the  following  marketable
securities held until maturity:
                                                                    Maturity             Carrying
               Security                       Par Value               Date                 Value            Fair Value
Short-term securities
Federal Home Loan Bank                         $150,000          Jan. 6, 1999             $147,091            $149,912
Federal Home Loan Bank                          500,000          Feb. 22, 1999             486,422             489,938
Federal Home Loan Bank                          200,000          May 11, 1999              195,326             195,550
                                               --------                                   --------            --------
Total                                          $850,000                                   $828,839            $835,400
                                               ========                                   ========            ========
Long-term securities
Federal Home Loan Bank                       $1,300,000          Jan. 28, 2000          $1,300,000          $1,300,403
                                              ========                                   ========            ========
</TABLE>

4.       Unproved oil, gas and mineral properties

         Coastal  Petroleum holds three unproved and  nonproducing  oil, gas and
mineral leases granted by the Trustees of the Internal  Improvement  Fund of the
State of Florida (the "Trustees").  These leases cover submerged and unsubmerged
lands,  principally  along the Florida Gulf Coast,  and certain inland lakes and
rivers throughout the State.

         The two leases  bordering  the Gulf Coast have been  divided into three
areas,  each running the entire length of the coastline from Apalachicola Bay to
the Naples area.  Coastal  Petroleum has certain royalty  interests in the inner
area,  no  interest in the middle  area and has a 100%  working  interest in the
outside area.

         Coastal  Petroleum also has a 100% working interest in Lake Okeechobee,
and a royalty  interest  in other  areas.  Coastal  Petroleum  has agreed not to
conduct  exploration,  drilling,  or mining operations on said lake, except with
prior approval of the Trustees.

         The  three  leases  have a term of 40 years  from  January  6, 1976 and
require the payment of annual lease rentals of $59,247;  if oil, gas or minerals
are being produced in  economically  sustainable  quantities at January 6, 2016,
these operations will be allowed to continue until they become  uneconomic.  The
drilling  requirements are governed by Chapter 20680,  Laws of Florida,  Acts of
1941.  The  Company  believes  that it is current  in  fulfilling  its  drilling
requirements. During July 1998, the Company resumed the payment of lease rentals
which had been suspended during the litigation.

         The working interest areas of the three leases are subject to royalties
payable to the  Trustees of 12 1/2% on oil and gas,  $.50 per long ton of sulfur
and 10% on other  minerals.  The leases are  subject  to  additional  overriding
royalties  which  aggregate  1/16th as to oil, gas and sulfur and 13/600th as to
other minerals.

         During 1999, the Company capitalized approximately $24,000 ($340,000 in
1998 and  $452,000  in 1997)  under a program  to  identify  potential  drilling
prospects.  The amount of 2000 expenditures,  if any, will depend on the outcome
of the Florida litigation.

         The following is a summary of the cost of unproved oil, gas and mineral
properties,  accounted for under the full cost method,  all of which are located
in Florida:
<TABLE>
                                                                             June 30,                       December 31,
                                                                               2000                  1999                  1998
<S>                                                                         <C>                   <C>                   <C>
Lease acquisition costs                                                     $ 914,619             $ 914,619             $ 914,619
Lease and royalty costs (principally legal fees)                              591,616               591,616               591,616
Lease rentals                                                               2,447,774             2,447,774             2,388,527
Dry hole costs                                                                587,987               587,987               587,987
Other exploratory expenses                                                  1,236,784             1,240,372             1,275,706
Salaries                                                                      466,983               466,983               466,983
                                                                            ---------             ---------             ---------
                                                                            6,245,763             6,249,351             6,225,438
                                                                            ---------             ---------             ---------
Deduct:
  Reimbursement for lease rentals and other expenses                        1,243,086             1,243,086             1,243,086
  Proceeds from relinquishment of surface rights                              246,733               246,733               246,733
                                                                            ---------             ---------             ---------
                                                                            1,489,819             1,489,819             1,489,819
                                                                            ---------             ---------             ---------
Total unproved oil, gas and mineral properties                             $4,755,944            $4,759,532            $4,735,619
                                                                            =========            ==========            ==========
</TABLE>

5.       Litigation

          Florida Litigation

         Coastal Petroleum is currently involved in litigation with the State of
Florida  with  regard to  whether  the  State's  denial of  Coastal  Petroleum's
application for an oil and gas exploration  drilling permit constitutes a taking
of Coastal  Petroleum's  property  for which the State must  compensate  Coastal
Petroleum. In addition,  Coastal Caribbean is a party to another action in which
Coastal  Caribbean  claims  that  certain  of its  royalty  interests  have been
confiscated by the State. During 2000 and 1999, the Company actively pursued the
Florida Litigation.

Coastal  Petroleum  Company v. State  Department of  Environmental
Protection,  (Case No.  98-1998,  First  District Court of Appeal).  Drilling
Permit Litigation.

         In  1992,  Coastal  Petroleum  applied  to the  Florida  Department  of
Environmental  Protection  (the "DEP") for a permit to drill an exploratory  oil
and gas well off Apalachicola, Florida. The proposed well would be located in an
area included within Lease 224-A.  The DEP  subsequently  denied the application
for issuance of a drilling permit for various reasons and imposed a $1.9 billion
bond.  Coastal  Petroleum  appealed the actions of the DEP to the Florida  First
District Court of Appeal  ("Court of Appeal").  After two decisions by the Court
of Appeal in favor of Coastal Petroleum,  the Florida Supreme Court in July 1996
denied the DEP's petition to review an April 1996 Court of Appeal decision.  The
Florida  Supreme  Court had also  refused to review an  earlier  Court of Appeal
decision.

         On August 16, 1996,  the DEP  notified  Coastal  Petroleum  that it was
prepared to issue the drilling permit subject to Coastal Petroleum  publishing a
Notice of Intent to Issue ("Notice") the permit.  The Notice allowed  interested
parties to request administrative hearings on the permit.

         On May 28, 1997,  the Oil and Gas Drilling  Bill (SB550) was enacted in
Florida.  The  legislation  requires  that a  surety  will  now be  based on the
projected  cleanup costs and possible  natural  resource damage  associated with
offshore   drilling  as  estimated  by  the  DEP  and  as   established  by  the
Administration  Commission (the "Commission") which is comprised of the Governor
and  Cabinet.  Previously,  the  required  surety was  satisfied by a payment of
$4,000 to the Mineral Trust Fund in the first year,  with a maximum  $30,000 per
year and a payment of $1,500 per well for each subsequent  year. On September 9,
1997,  the  State of  Florida  set a new  surety  amount of $4.25  billion  as a
precondition for the issuance of the drilling permit.

         On  October  20,  1997,  a public  hearing  on the  permit  application
convened and concluded on November 6, 1997.  The hearing  included the Company's
appeal of the $4.25  billion  surety  requirement.  On April 8, 1998,  a Florida
Administrative  Law Judge  recommended that Coastal  Petroleum was entitled to a
drilling permit with the requirement of a $225 million surety.  On May 13, 1998,
the Commission  rejected the $225 million surety and remanded the proceedings to
the Administrative Law Judge with instructions to recalculate the surety amount.

         On May 26, 1998, the DEP refused to issue a permit to Coastal Petroleum
to  drill  an  offshore  exploration  well  near St.  George's  Island.  Coastal
Petroleum  appealed both the denial of the permit by the DEP and the  imposition
of the surety to the Court of Appeal.

         On  October  6,  1999,  the Court of Appeal  ruled that the DEP has the
authority to deny Coastal Petroleum's  drilling permit for its St. George Island
prospect,  provided that Coastal  Petroleum  receives just compensation for what
has been taken.  The State of Florida and certain Florida  environmental  groups
filed on  November  1, 1999 a joint  motion  for  clarification,  rehearing,  or
certification with respect to that decision,  asking the Court of Appeal,  among
other things, to clarify that the question of whether there has been a taking of
Coastal  Petroleum's  leases should be determined in the Circuit Court.  On June
26, 2000, the Court of Appeal denied all of the State's  motions and stated that
the issue of whether  the  denial of a permit  constituted  a  "taking"  was not
before  the  Court.  The Court  declined  to rule on the merits of the issue and
stated  that the  taking  issue  was a matter  for the  Circuit  Court.  Coastal
Petroleum  intends to  commence  an inverse  condemnation  action in the Circuit
Court to be compensated for the value of its property.

Coastal  Petroleum Company v. State of Florida,  Department of
Environmental  Protection (DOAH Case Nos.  98-1901-1912).  (DCA Case 1999-2112)
and Other Permit Applications.

         On  February  25,  1997,   Coastal   Petroleum   filed  12   additional
applications  for  drilling  permits.  Coastal  Petroleum  objected  to  certain
requests  for  additional  data by the  Florida  DEP.  On  March  26,  1999,  an
administrative  law judge  upheld the DEP's  requirements.  The  decision of the
administrative  law judge was affirmed by the First  District Court of Appeal on
February 29, 2000.

         In order to fully permit the Apalachicola  Reef Play which includes the
St. George Island  prospect on October 29, 1998,  Coastal  Petroleum  filed four
additional permit applications  (1310-1313).  The DEP also requested  additional
data for these  permits.  Although  these  permits  are still  pending,  Coastal
Petroleum does not believe the DEP will ever grant these permits.

Cottingham  v. State of  Florida,  (Case No.  94-768-CA-01,  Circuit
Court of the Second  Judicial  Circuit in Leon  County).  Coastal Caribbean
Royalty Litigation.

         The  offshore  areas  covered by Coastal  Petroleum's  original  leases
(prior to the 1976  Settlement  Agreement)  are subject to certain other royalty
interests held by third parties,  including Coastal Caribbean.  Several of those
third parties,  including Coastal Caribbean,  have instituted a separate lawsuit
against the State. That lawsuit claims that the royalty holders'  interests have
been  confiscated as a result of the State's  actions  discussed  above and that
they are entitled to compensation for that taking.

         The royalty holders were not parties to the 1976 Settlement  Agreement,
and the royalty  holders  contend that the terms of the Settlement  Agreement do
not insulate the State from taking claims by those royalty holders.  The case is
currently pending before the Circuit Court in Tallahassee.  On December 2, 1999,
the Circuit Court denied the State's motion to dismiss the plaintiffs'  claim of
inverse  condemnation  but dismissed  several  other  claims.  The case will now
proceed to trial.

         On May 10, 2000,  the State filed a motion for summary  judgment but no
hearing  date has been  set for the  motion.  Discovery  is  proceeding.  A case
management conference has been set by the trial judge for October 16, 2000.

         Any recovery made in the royalty holders' lawsuit would be shared among
the various  plaintiffs in that lawsuit,  including Coastal  Caribbean,  but not
Coastal Petroleum.

Fee Arrangements

         In connection with the Florida  Litigation against the State of Florida
described  herein,  Coastal  Petroleum has agreed to pay the following firms, in
addition to their charges on a time spent basis, a total of 5.25 % in contingent
fees based upon any net recovery from execution on or  satisfaction  of judgment
or from settlement of such lawsuit as follows:
                                                        Percent of net recovery
                  Robert J. Angerer                              1.50
                  Other counsel                                  3.75
                                                                 ----
                  Total                                          5.25
                                                                 ====
     In addition,  Coastal  Petroleum has agreed to pay Gaylord Merlin  Ludovici
Diaz & Bain, a Tampa, Florida law firm a contingent fee pursuant to a formula in
the event  that any  statutory  fee which may be  awarded  by the court does not
exceed the agreed upon formula fee.

        Coastal  Petroleum has also assigned  3.4% of net  recoveries  from the
Florida Litigation to its officers and others.

Uncertainty

     At June 30, 2000 and December 31, 1999, the amount of unproved oil, gas and
mineral  properties  totaled  $4.8  million  which costs the Company  expects to
recover.  But, no  assurances  can be given that  Coastal  Petroleum  or Coastal
Caribbean  will  prevail on any of the issues  set forth  above,  that they will
recover  compensation for any of their claims, or that a drilling permit will be
granted. In addition, even if Coastal Petroleum were to prevail on any or all of
the issues to be decided,  no assurance  can be given that Coastal  Caribbean or
Coastal Petroleum will have sufficient financial resources to survive until such
decisions  become  final or to drill any wells for which  permits are  received.
There is also no assurance that any wells drilled will be successful and lead to
production of any oil or gas in commercial quantities.

6.       Common Stock

         The  Company's  Bye-Law No. 1 provides that any matter to be voted upon
must be approved not only by a majority of the shares voted at such meeting, but
also by a majority in number of the  shareholders  present in person or by proxy
and entitled to vote thereon.

         The Company has been financing its  operations  primarily from sales of
its common stock and sales of shares of Coastal Petroleum (See Note 2).

         On May 10, 2000,  the Company filed a  registration  statement with the
Securities and Exchange  Commission for a proposed  offering of its common stock
to its  shareholders.  The costs  incurred  relating to the  preparation  of the
registration  statement  totaling $60,150 at June 30, 2000 are included in other
assets.

         The following represents shares issued upon sales of common stock:
<TABLE>

                           Number of                                            Capital in Excess
                             Shares                           Capital Stock     of Par Value
         <S>               <C>                                <C>               <C>
         1953              300,000                            $ 30,000          $ 654,000
         1954               53,000                               5,300            114,265
         1955               67,000                               6,700            137,937
         1956               77,100                               7,710            139,548
         1957               95,400                               9,540            152,492
         1958              180,884                              18,088            207,135
         1959              123,011                              12,301            160,751
         1960              134,300                              13,430            131,431
         1961              127,500                              12,750             94,077
         1962                9,900                                 990              8,036
         1963              168,200                              23,548             12,041
         1964              331,800                              46,452             45,044
         1965              435,200                              60,928            442,391
         1966              187,000                              26,180            194,187
         1967              193,954                              27,153            249,608
         1968               67,500                               9,450            127,468
         1969                8,200                               1,148             13,532
         1970              274,600                              32,952            117,154
         1971              299,000                              35,880             99,202
         1972              462,600                              55,512            126,185
         1973              619,800                              74,376            251,202
         1974              398,300                              47,796             60,007
         1975                    -                                   -            (52,618)
         1976                    -                                   -             (8,200)
         1977              850,000                             102,000          1,682,706
         1978               90,797                              10,896            158,343
         1979            1,065,943                             127,914          4,124,063
         1980              179,831                              21,580            826,763
         1981               30,600                               3,672            159,360
         1983            5,318,862                             638,263          1,814,642
         1985                    -                                   -            (36,220)
         1986            6,228,143                             747,378          2,178,471
         1987            4,152,095                             498,251          2,407,522
         1990            4,298,966                             515,876             26,319
         1996            6,672,726                             800,727          5,555,599
                        ----------                          ----------        -----------
                        33,502,212                          $4,024,741        $22,374,443
                        ==========                          ==========        ===========
</TABLE>



<PAGE>


         The following represents shares issued upon exercise of stock options:
<TABLE>
         <S>                <C>                              <C>              <C>
         1955               73,000                           $ 7,300          $175,200
         1978                7,000                               840             6,160
         1979              213,570                            25,628           265,619
         1980               76,830                             9,219           125,233
         1981              139,600                            16,752           227,548
         1996               10,000                             1,200            12,300
         1997               10,000                             1,200            10,050
                          ----------                       ----------        -----------
                           530,000                           $62,139          $822,110
                          ==========                       ==========        ===========
</TABLE>

        Coastal  Caribbean  has  reserved  7,800,000  shares of its common stock
        which  may be  issued in  exchange  for  Coastal  Petroleum  shares,  as
        described in Note 2.

7.       Stock Option Plan

         The Company has elected to follow  Accounting  Principles Board Opinion
No. 25,  "Accounting  for Stock  Issued to  Employees"  (APB No. 25) and related
Interpretations in accounting for its stock options because the alternative fair
value  accounting  provided under FASB Statement No. 123,  "Accounting for Stock
Based  Compensation,"  requires  use of option  valuation  models  that were not
developed  for use in  valuing  stock  options.  Under APB No. 25,  because  the
exercise  price of the Company's  stock  options  equals the market price of the
underlying stock on the date of grant, no compensation expense is recognized.

         During 1995, the Company adopted a Stock Option Plan covering 1,000,000
shares  of  the  Company's  common  stock.   Options  are  normally  immediately
exercisable  and issued for a period of five years.  On March 6, 2000, five year
options to purchase  302,000 shares of the Company's  common stock at $1.125 per
share expired  without bring  exercised.  On March 24, 2000, ten year options to
purchase  700,000  shares of the  Company's  common stock at $.91 per share were
granted to  directors,  officers and legal  counsel of the  Company.  All of the
options  were vested and  exercisable.  The  Company  recorded a charge to legal
expense in the amount of $75,000 in connection with the issuance of such grants.
As of June 30, 2000, options to purchase 20,000 shares of common stock have been
exercised. Options to purchase 225,000 shares of common stock expire in 2003 and
options to purchase 700,000 shares of common stock expire in 2010. The following
table summarizes stock option activity:



<PAGE>

<TABLE>
                                                                  Number of Shares           Exercise Price ($)
<S>                                                                    <C>                          <C>
Outstanding and exercisable at December 31, 1996                       372,000                      1.13
     Exercised                                                        (10,000)                      1.13
                                                                       -------
Outstanding and exercisable at December 31, 1997                       362,000                      1.13
     Granted                                                           225,000                     2.625
                                                                       -------
Outstanding and exercisable at December 31, 1998                       587,000                   1.13-2.625
     Expired                                                          (60,000)                      1.13
                                                                       -------
Outstanding and exercisable at December 31, 1999                       527,000                      1.13
     Expired                                                          (302,000)                      .91
     Granted                                                           700,000                    .94-2.625
                                                                       -------
Outstanding and exercisable at June 30, 2000                           925,000             (1.33 weighted average)

                                                                       =======
Available for grant at June 30, 2000                                   55,000
                                                                       =======
</TABLE>



<PAGE>


         Pro forma  information  regarding  net income and earnings per share is
required by FASB  Statement  No. 123, and has been  determined as if the Company
had  accounted  for its  stock  options  under  the fair  value  method  of that
Statement.  The fair value for these  options was estimated at the date of grant
using a Black-Scholes option-pricing model.

         Option  valuation  models  require  the  input  of  highly   subjective
assumptions including the expected stock price volatility.  The assumptions used
in the valuation model were: risk free interest rate - 5.45%,  expected life - 5
years, expected volatility - .707 and expected dividend - 0.

         Because the Company's stock options have characteristics  significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its stock options.

         For the purpose of pro forma  disclosures,  the estimated fair value of
the  stock  options  is  expensed  in the year of grant  since the  options  are
immediately exercisable. The Company's pro forma information follows:
<TABLE>
                                                                          Amount                   Per Share
<S>                                                                    <C>                          <C>
Net loss as reported - December 31, 1998                               $(1,154,681)                 $(.03)
Stock option expense                                                      (369,000)                 $(.01)
                                                                         ----------                 ------
Pro forma net loss                                                      (1,523,681)                 $(.04)
                                                                         ==========                ========
</TABLE>

8.       Income taxes

         Bermuda currently imposes no taxes on corporate income or capital gains
outside of Bermuda. The Company's  subsidiary,  Coastal Petroleum,  has U.S. net
operating loss carry  forwards for federal and state tax purposes,  which may be
used to reduce its taxable income,  if any, during future years which aggregated
approximately  $12,077,000  at December  31, 1999  ($11,806,000  at December 31,
1998) and  expire in varying  amounts  from 1999  through  2019.  For  financial
reporting  purposes,  a valuation  allowance  has been  recognized to offset the
deferred tax assets relating to those carry forwards.  Significant components of
the Company's deferred tax assets were as follows:
<TABLE>
                                                                       1999                          1998
<S>                                                                 <C>                           <C>
Net operating losses                                                $4,544,000                    $4,443,000
Deferred intercompany interest deduction                             1,109,000                       652,000
                                                                     ---------                     ---------
Total deferred tax assets                                            5,653,000                     5,095,000
Valuation allowance                                                 (5,653,000)                   (5,095,000)
                                                                     ---------                     ---------
Net deferred tax assets                                             $        -                    $        -
                                                                     ==========                    ==========

</TABLE>



<PAGE>


9.       Related parties

         G&O'D INC provides  accounting and  administrative  services and office
facilities  and  support  staff to the  Company.  G&O'D INC is owned by James R.
Joyce, Treasurer and Assistant Secretary.  During 1999, 1998 and 1997, G&O'D INC
billed fees of $144,495,  $160,764 and $172,160,  respectively.  During
the six months ended June 30, 2000, G&O'D billed fees in the amount of $79,543.


<PAGE>









Prospective  investors  may  rely  only  on the  information  contained  in this
prospectus.  Coastal Caribbean Oils & Minerals,  Ltd., has not authorized anyone
to provide any other  information.  This prospectus is not an offer to sell to -
nor is it  seeking  an offer to buy these  securities  from - any  person in any
jurisdiction where the offer and sale is not permitted.  The information here is
accurate only as of the date of this  prospectus,  regardless of the time of the
delivery of this prospectus or any sale of these securities.

No action is being taken in any jurisdiction outside the United States to permit
a pubic  offering of the common  stock or  possession  or  distribution  of this
prospectus in any such  jurisdiction.  Persons who come into  possession of this
prospectus  in  jurisdictions  outside the United  States are required to inform
themselves about and to observe the restrictions of that jurisdiction related to
this offering and the distribution of this prospectus.









                                         COASTAL CARIBBEAN OILS & MINERALS, LTD.





                                                               12,016,907 SHARES

                                                                Common Stock







                                                            ------------------
                                                                PROSPECTUS
                                                            ------------------








                                                             September , 2000



<PAGE>



                                      II-7
                                    PART II.

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

                  The  following  is an estimate of our  expenses in  connection
with the issuance and distribution of the securities being  registered,  subject
to future contingencies:
<TABLE>
                  <S>                                                                  <C>
                  Registration Fees                                                    $    3,172
                  Stock Exchange Listing Fee                                                5,000
                  Printing and Engraving Expenses                                          40,000
                  Transfer Agent's and Registrar's Fees                                    60,000
                  Blue Sky Qualification Fees and Expenses                                  2,000
                  Legal and Accounting Fees and Expenses                                  165,000
                  Miscellaneous                                                            24,828
                                                                                          -------
                  Total                                                                  $300,000
                                                                                          =======
</TABLE>

Item 14. Indemnification of Directors and Officers.

                  Paragraph  161 of Coastal  Caribbean's  Bye-Laws  contains the
following provisions respecting indemnification:

                  161. (1) The Directors,  Secretary and other officers and each
                  person  who is or was or had  agreed to become a  Director  or
                  officer  of the  Company,  and each such  person who is or was
                  serving or who had agreed to serve at the request of the Board
                  of  Directors  or an officer of the  Company as an employee or
                  agent of the  Company or as a Director,  officer,  employee or
                  agent of  another  company,  corporation,  partnership,  joint
                  venture,  trust or other  enterprise and every Auditor for the
                  time being of the Company and the  liquidator  or trustees (if
                  any) for the  time  being  acting  in  relation  to any of the
                  affairs of the Company and everyone of them,  and every one of
                  their heirs,  executors,  administrators and estates, shall be
                  indemnified and secured harmless out of the assets and profits
                  of the Company from and against all actions,  costs,  charges,
                  losses,  damages and expenses which they or any of them, their
                  or any of their heirs,  executors,  administrators or estates,
                  shall or may incur or sustain by or by reason of any act done,
                  concurred  in or  omitted in or about the  execution  of their
                  duty, or supposed duty, in their respective offices or trusts;
                  and none of them shall be answerable  for the acts,  receipts,
                  neglects  or  defaults  of the  other or others of them or for
                  joining in any receipts for the sake of conformity, or for any
                  bankers  or other  persons  with whom any  moneys  or  effects
                  belonging  to the Company  shall or may be lodged or deposited
                  for safe custody,  or for  insufficiency  or deficiency of any
                  security  upon which any moneys of or belonging to the Company
                  shall be placed  out on or  invested,  or for any other  loss,
                  misfortune  or damage  which may  happen in the  execution  of
                  their respective  offices or trusts,  or in relation  thereto;
                  PROVIDED THAT this indemnity shall not extend to any matter in
                  respect of any fraud or dishonesty  which may attach to any of
                  said persons. Subject to the provisions of the Act and without
                  limiting the  generality or the effect of the  foregoing,  the
                  Company may enter into one or more  agreements with any person
                  which provide for  indemnification  greater or different  than
                  that provided in this Bye-law.  Any repeal or  modification of
                  this  Bye-law  shall  not   adversely   affect  any  right  or
                  protection existing hereunder immediately prior to such repeal
                  or modification.

                           (2) Each  Member and the  Company  agree to waive any
                  claim  or  right  of  action  he or  it  might  have,  whether
                  individually or by or in the right of the Company, against any
                  Director on account of any action taken by such  Director,  or
                  the  failure  of such  Director  to take  any  action,  in the
                  performance of his duties, or supposed duties, with or for the
                  Company;  PROVIDED  THAT such  waiver  shall not extend to any
                  matter in respect of any fraud or dishonesty  which may attach
                  to such Director.  Any repeal or  modification of this Bye-law
                  shall  not  adversely  affect  any  right or  protection  of a
                  Director of the  Company  existing  immediately  prior to such
                  repeal or modification.

         In 1987, we purchased  $100,000 of directors'  and officers'  liability
insurance  coverage from an  unaffiliated  Bermuda company at a cost of $100,000
plus an annual $7,500  service fee during the period of the policy.  During June
1997, the amount of the policy was increased  from $100,000 to $200,000.  We are
credited with  investment  income from the policy premium during the term of the
policy and all or a portion of such  premium  will be refunded at the end of the
policy term to the extent that no claims are made.  We had been unable to obtain
any other liability coverage for the Company's directors and officers.

         In recent years,  the Company has been able to purchase  directors' and
officers'  insurance  coverage.  The current amount of its D&O coverage is $12.2
million (including the above policy) at an annual cost of $192,000.

Item 15. Recent Sales of Unregistered Securities.

                  None.

Item 16. Exhibits and Financial Statement Schedules.

(a)      Exhibits

         Item

         1.       Underwriting agreement.

                  Not applicable.

         2.       Plan of acquisition, reorganization, arrangement, liquidation
                  or succession.

                  Not applicable.

         3.       (i)      Articles of Incorporation.

                  Memorandum of Association as amended on June 30, 1982, May 14,
                  1985 and April 7,  1988,  filed as  Exhibit  3(a) to Report on
                  Form  10-K  for  the  year  ended   December   31,   1998  are
                  incorporated herein by reference.

                  (ii)     Bye-Laws.

                  Bye-Laws of the  Company  are  incorporated  by  reference  to
                  Exhibit A of the  Company's  Schedule  14(a)  Proxy  Statement
                  filed on May 13, 1997.

         4.       Instruments defining the rights of security holders, including
                  indentures.

                  None.

         5.       Opinion re legality.

                  Opinion of Conyers Dill & Pearman filed herein.

         8.       Opinion re tax matters.

                  Not applicable.

         9.       Voting trust agreement

                  Not applicable.

         10.      Material contracts.

                  (a)  Drilling  Lease  No.  224-A,  as  modified,  between  the
Trustees of the  Internal  Improvement  Fund of the State of Florida and Coastal
Petroleum  Company  dated  February 27, 1947 filed as Exhibit 10(a) to Report on
Form  10-K for the year  ended  December  31,  1998 is  incorporated  herein  by
reference.

                  (b)  Drilling  Lease  No.  224-B,  as  modified,  between  the
Trustees of the  Internal  Improvement  Fund of the State of Florida and Coastal
Petroleum  Company  dated  February 27, 1947 filed as Exhibit 10(b) to Report on
Form  10-K for the year  ended  December  31,  1998 is  incorporated  herein  by
reference.

                  (c) Drilling Lease No. 248, as modified,  between the Trustees
of the Internal  Improvement Fund of the State of Florida and Coastal  Petroleum
Company  dated  February 27, 1947 filed as Exhibit  10(c) to Report on Form 10-K
for the year ended December 31, 1998 is incorporated herein by reference.

                  (d)  Memorandum  of  Settlement  dated January 6, 1976 between
Coastal  Petroleum  Company and the State of Florida  filed as Exhibit  10(d) to
Report on Form 10-K for the year ended December 31, 1998 is incorporated  herein
by reference.

                  (e) Agreement  between the Company and Coastal Petroleum dated
December  3,  1991  filed as  Exhibit  10(e) to Report on Form 10-K for the year
ended December 31, 1998 is incorporated herein by reference.

                  (f) Agreement  between Lykes Minerals Corp. and Coastal
Caribbean and Coastal Petroleum dated October 16, 1992 filed as Exhibit 10(f)
to Report on Form 10-K for the year ended December 31, 1998 is incorporated
herein by reference.

                  (g) Stock Option Plan adopted March 7, 1995 filed as Exhibit
4A to Form S-8 dated July 28, 1995 is  incorporated herein by reference.


         11.      Statement re computation of per share earnings.

                  See Consolidated Financial Statements.

         12.      Statement re computation of ratios.

                  None.

         15.      Letter re unaudited interim financial statements.

                  None.

         16.      Letter re change in certifying accountant.

                  Not applicable.

         21.      Subsidiaries of the registrant.

                  The Company has one subsidiary,  Coastal Petroleum  Company, a
                  Florida corporation which is 59 1/4 % owned.


         23.      Consent of experts and counsel.

                  Ernst & Young  LLP - filed  herein.  Conyers  Dill & Pearman -
                  filed  herein.  Murtha  Cullina LLP- filed  herein.  Angerer &
                  Angerer - filed herein.

         24.      Power of attorney.

                  Powers of attorney of Graham B. Collis, Nicholas B. Dill,
                  Benjamin W. Heath, John D. Monroe, and Phillip W. Ware were
                  previously filed on May 10, 2000.

         25.      Statement of eligibility of trustee.

                  Not applicable.

         26.      Invitations for competitive bids.

                  Not applicable.

         27.      Financial Data Schedule

                  Filed herein.

         99.      Additional exhibits

                  Rights Offering Documents

                  99.1 Form of subscription  card - filed herein
                  99.2 Instructions for Purchasing Stock - filed herein
                  99.3 Offering cover letter - filed herein

                  99.4  The  decision  Coastal   Petroleum  Company  v.  Florida
Wildlife  Federation et al. of the First  District Court of Appeal dated October
6, 1999 that Florida's Department of Environmental  Protection has the authority
to deny Coastal  Petroleum  Company's  drilling permit for its St. George Island
prospect, provided that Coastal receives just compensation for what was taken is
incorporated  by reference to Exhibit 99(a) to the Company's  Current  Report on
Form 8-K filed on October 7, 1999.

                  99.5     The decision Coastal Petroleum Company v. Florida
Wildlife Federation et al. of the First District Court of Appeal dated June 26,
2000 is  incorporated  by reference to Exhibit  99(a) to the  Company's
Current Report on Form 8-K filed on June 28, 2000.


(b)      Financial Statement Schedules

         Not applicable.

Item 17. Undertakings.

         The undersigned registrants hereby undertake:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

         (i)  To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

         Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if
the  registration  statement  is on Form S-3 or Form  S-8,  and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by either registrant  pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) To file a post-effective amendment to the registration statement to
include any financial  statements required by Rule 3-19 of Regulation S-X at the
start of any delayed offering or throughout a continuous offering.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrants  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  registrants  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction the question whether such  indemnification  is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.


<PAGE>




                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant has duly caused this amendment to this  registration  statement to be
signed on its behalf by the  undersigned,  thereunto duly authorized in the City
of Newport Beach, in the State of California, on the 8th day of September, 2000.

                                         COASTAL CARIBBEAN OILS & MINERALS, LTD.
                                                      (Registrant)


                                             By /s/ Benjamin W. Heath
                                                    Benjamin W. Heath, President


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
amendment to this registration  statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>

            Name                                                    Title                      Date

(i) Principal executive officer:


<S>                                                       <C>                                  <C>
     /s/Benjamin W. Heath                                 President and                        September 8, 2000
         Benjamin W. Heath                                Director


(ii) Principal financial officer:
     and controller or principal
     accounting officer:

     /s/James R. Joyce                                    Treasurer                             September 8, 2000
        James R. Joyce

(iii) A majority of the Board of
      Directors:

     /s/James R. Joyce                                                                          September 8, 2000
      James R. Joyce
      Attorney-in-Fact for:

      Graham B. Collis                                    Director
      Nicholas B. Dill                                    Director
      Benjamin W. Heath                                   Director
      John D. Monroe                                      Director
      Phillip W. Ware                                     Director

        Pursuant  to  the  requirement  of  the  Securities  Act  of  1933,  the
undersigned has signed this registration statement on September 8, 2000.

                                                  /s/James R. Joyce
                                                     James R. Joyce
                                                     Authorized Representative
                                                     in the United States
</TABLE>


<PAGE>





                                INDEX OF EXHIBITS


              Item Number                       Description

                   5                 Opinion of Counsel - Conyers Dill & Pearman

                 23.1                Consent of Ernst & Young LLP
                 23.2                Consent of Conyers Dill & Pearman
                 23.3                Consent of Murtha Cullina LLP
                 23.4                Consent of Angerer & Angerer


                                 Additional Exhibits - Rights Offering Documents

                 99.1                Form of subscription card
                 99.2                Instructions for Purchasing Stock
                 99.3                Offering cover letter to Shareholders