SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check
the appropriate box:
[  ]  Preliminary Proxy Statement
[  ]  Confidential, for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))
[X ]  Definitive Proxy Statement
[  ]  Definitive Additional Materials
[  ]  Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12

                     Coastal Caribbean Oils & Minerals, Ltd.
 ................................................................................
                (Name of Registrant as Specified In Its Charter)


 ................................................................................
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): [X] No fee required.
[     ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
      1) Title of each class of securities to which transaction applies:


 ................................................................................
      2)  Aggregate number of securities to which transaction applies:


 ................................................................................
      3) Per unit  price  or other  underlying  value  of  transaction  computed
         pursuant to  Exchange  Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):


 ................................................................................
      4)  Proposed maximum aggregate value of transaction:


 ................................................................................
      5)  Total fee paid:


 ................................................................................
[ ] Fee paid previously with preliminary materials.
[     ] Check box if any part of the fee is offset as provided  by Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.
      1)  Amount Previously Paid:


 ................................................................................
      2)  Form, Schedule or Registration Statement No.:


 ................................................................................
      3)  Filing Party:


 ................................................................................
      4)  Date Filed:


 ................................................................................

<PAGE>


                    COASTAL CARIBBEAN OILS & MINERALS, LTD.


                     Annual General Meeting of Shareholders
                                  May 17, 2001

Dear Shareholder:

         It's a pleasure for us to extend to you a cordial  invitation to attend
the 2001 Annual  General  Meeting of  Shareholders  of Coastal  Caribbean Oils &
Minerals,  Ltd.  at the  offices of Conyers,  Dill & Pearman,  Clarendon  House,
Church Street, Hamilton, Bermuda on Thursday, May 17, 2001 at 9:00 A.M.

         While we are aware that most of our shareholders are unable  personally
to attend the Annual Meeting, proxies are solicited so that each shareholder has
an  opportunity  to vote on all matters  that are  scheduled  to come before the
meeting.  Whether or not you plan to attend,  please  take a few  minutes now to
vote,  sign, date and return your proxy in the enclosed  postage-paid  envelope.
Regardless of the number of shares you own, your vote is important.

         In addition to helping us conduct business at the annual meeting, there
is another  reason for you to return your proxy vote card.  Under the  abandoned
property law of some states,  a shareholder may be considered  "missing" if that
stockholder  has failed to  communicate  with us in writing.  The return of your
proxy vote card qualifies as written communication with us.

         The Notice of Annual General Meeting and Proxy  Statement  accompanying
this letter describe the business to be acted on at the meeting.

         As in the  past,  members  of  management  will  review  with  you  the
Company's  results  and will be  available  to respond to  questions  during the
meeting.  For those of you who will not be able to attend,  your  Annual  Report
contains current information on the status of the Florida litigation and related
matters.

         We look forward to seeing you at the meeting.

                                                    Sincerely,

                                                   /s/ Benjamin W. Heath

                                                       Benjamin W. Heath
April 16, 2001                                         President


<PAGE>


                     COASTAL CARIBBEAN OILS & MINERALS, LTD.
                         Clarendon House, Church Street
                                Hamilton, Bermuda
                NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
                                  May 17, 2001

         NOTICE IS HEREBY GIVEN that the Annual General  Meeting of Shareholders
of COASTAL  CARIBBEAN  OILS & MINERALS,  LTD.  (the  "Company")  will be held on
Thursday,  May 17, 2001,  at 9:00 A.M.,  local time,  at the offices of Conyers,
Dill & Pearman,  Clarendon  House,  Church Street,  Hamilton,  Bermuda,  for the
following purposes:

         To receive the report of the  independent  auditors  and the  financial
statements for the year ended December 31, 2000 and to vote on the following:

         1.       To elect two members of the Board of Directors;

         2.       To ratify the  appointment  of independent  auditors of the
                  Company for the year ending  December 31, 2001 and to
                  authorize the Board of Directors to fix the remuneration of
                  such auditors;

         3.       To transact  such other  business as may properly come before
                  the meeting or any  adjournment  or postponement thereof.

         This  notice and proxy  statement  and the  enclosed  form of proxy are
being sent to shareholders of record as of April 16, 2001 to enable such holders
to state their instructions with respect to the voting of their shares.  Proxies
should be returned to the American  Stock  Transfer & Trust  Company,  59 Maiden
Lane, New York, NY 10038 in the reply envelope enclosed.

                                           By Order of the Board of Directors,
                                                Graham B. Collis
                                                Secretary

--------------------------------------------------------------------------------
                                RETURN OF PROXIES

SHAREHOLDERS  WHO ARE UNABLE TO ATTEND THE ANNUAL  GENERAL  MEETING ARE URGED TO
VOTE BY PROMPTLY SIGNING,  DATING,  AND RETURNING THE ACCOMPANYING  PROXY IN THE
REPLY ENVELOPE PROVIDED.
--------------------------------------------------------------------------------

Dated:  April 16, 2001




<PAGE>


                     COASTAL CARIBBEAN OILS & MINERALS, LTD.
                         Clarendon House, Church Street
                                Hamilton, Bermuda
                                 ---------------

                                 PROXY STATEMENT
                           2001 ANNUAL GENERAL MEETING
                                  -------------

                               GENERAL INFORMATION

         This  proxy  statement  is  furnished  to the  shareholders  of Coastal
Caribbean  Oils  &  Minerals,  Ltd.,  a  Bermuda  company  (the  "Company"),  in
connection with the  solicitation of proxies on behalf of the Board of Directors
for use at the 2001 Annual  General  Meeting of  Shareholders  to be held at the
offices of Conyers,  Dill & Pearman,  Clarendon House, Church Street,  Hamilton,
Bermuda,  on  Thursday,  May 17,  2001  at 9:00  A.M.,  local  time,  and at any
adjournments or postponements  thereof.  The notice of meeting,  proxy statement
and proxy are being mailed on or about April 16, 2001. A proxy may be revoked at
any time before it is voted by (1) so  notifying  the  Company in  writing;  (2)
signing and dating a new and different  proxy card; or (3) voting your shares in
person or by your duly appointed agent at the meeting.

         The Company expects to solicit proxies primarily by mail. To the extent
necessary to assure sufficient  representation of shares at the meeting, proxies
may be solicited by telephone and in person.  The Company will request  brokers,
banks and other  nominees  to forward  copies of proxy  material  to  beneficial
owners or other persons for whom they hold common stock and to obtain  authority
for the execution and delivery of proxies. In addition, the Company has retained
Morrow & Co.  Inc.,  to assist in the  distribution  and  solicitation  of proxy
materials for an estimated fee of $6,500 plus out-of-pocket  expenses.  The only
other expenses anticipated are the ordinary expenses incurred in connection with
the preparation, assembling, mailing and other distribution of the material. All
costs of the solicitation will be borne by the Company.

         The record  date for the  determination  of  shareholders  entitled  to
notice of and to vote at the meeting has been fixed by the Board of Directors as
the close of  business  on April 16,  2001.  On that date there were  43,468,329
shares of common  stock  outstanding,  which  were held by  approximately  9,000
shareholders of record.  The holders of twenty-five  percent of the total number
of shares  entitled to be voted at the  meeting,  present in person or by proxy,
shall  constitute a quorum for the  transaction  of business.  Each  outstanding
share is entitled to one vote at the meeting.  Abstentions and broker votes will
be counted  neither as votes in favor of nor as votes opposed to any proposition
brought before the meeting.

         Bye-Law 1 provides in part that:

                  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
                  authorised  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  authorised  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 unincorporate 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.

         The Company will determine whether  shareholders have acted in concert,
depending on the circumstances and the evidence,  if any, that shareholders were
in fact so acting and should therefore be treated as one shareholder.

         Bye-Law 1 provides in part that:

                  The term "person acting in concert" includes:

                  (i) persons  who,  pursuant to an  agreement,  arrangement  or
                  understanding (whether formal or informal), actively cooperate
                  either in the  acquisition or holding by any of them of shares
                  or the beneficial  ownership of shares, or rights over shares,
                  carrying  voting rights in the Company,  or in the exercise of
                  voting rights with respect to shares in the Company;

                  (ii) a company with any of its  directors  (or their  spouses,
                  minor children, nominees, related trusts or companies in which
                  any director holds or  beneficially  owns ten percent (10%) or
                  more of the shares,  or rights over  shares,  carrying  voting
                  rights);

                  (iii) a company  with the  trustees  or managers of any of its
                  pension,  provident  or employee  benefit  funds or any of its
                  employee stock option schemes;

                  (iv) a  person  who  is a fund  manager,  with  an  investment
                  company,  unit trust or other  person whose  investments  such
                  person  manages on a  discretionary  basis,  in respect of the
                  relevant investment accounts;


<PAGE>


                  (v)   a company with its parent company or any of its
                        subsidiaries; and

                  (vi) a  company,  in which  ten  percent  (10%) or more of the
                  shares, or rights over shares, carrying voting rights are held
                  or beneficially  owned by a person,  with any other company in
                  which ten percent (10%) or more of the shares,  or rights over
                  shares,  carrying voting rights are held or beneficially owned
                  by the same person.

         The Company  may  require  brokers,  banks and other  nominees  holding
shares  for  beneficial  owners to  furnish  information  with  respect  to such
beneficial  owners  for the  purpose  of  applying  this  provision.  The  proxy
delivered with this proxy statement  includes a  representation  that the person
signing the proxy is not acting in concert as described above.

     SHAREHOLDERS  MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S MOST RECENT
ANNUAL  REPORT  ON FORM  10-K  FILED  WITH  THE U. S.  SECURITIES  AND  EXCHANGE
COMMISSION UPON WRITTEN REQUEST TO COASTAL CARIBBEAN OILS & MINERALS,  LTD., C/O
G&O'D INC, 149 DURHAM ROAD, OAK PARK - UNIT 31, MADISON, CONNECTICUT 06443.

                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

Nominees

         Two  directors  are to be elected for three year terms  expiring at the
2004 Annual  Meeting of  Shareholders,  pursuant to the  Bye-Laws of the Company
which  established  three classes of directors to be elected on a rotating basis
at each successive Annual Meeting of Shareholders,  and in each case until their
respective successors shall have been elected and duly qualified.

         The nominees are currently directors of the Company.  The named Proxies
will  vote  all  properly  executed  proxies  for the  election  of the  persons
hereinafter named in the following table unless directed otherwise.


<PAGE>



         The following table sets forth information  concerning the nominees for
election  and those  directors  whose terms of office are to continue  after the
meeting:

                     MANAGEMENT RECOMMENDS THAT SHAREHOLDERS
                     VOTE FOR THE ELECTION OF THE NOMINEES.
<TABLE>
<CAPTION>

                                 Director    Other Offices Held With               Age and Business Experience
              Name                Since      Company                                 For the Past Five Years
              ----                -----      -------                              --------------------------

   Nominees For Three Year Terms Expiring at the 2004 Annual Meeting

<S>                              <C>            <C>                   <C>
   Nicholas B. Dill                1997                None             Mr.  Nicholas  B. Dill is a member of the law firm
                                                                        of  Conyers,  Dill & Pearman,  Hamilton,  Bermuda,
                                                                        the  Company's  Bermuda  counsel.  Mr.  Dill  is a
                                                                        director of  Worldwide  Securities  Ltd.,  Bermuda
                                                                        Electric  Light Co.  Ltd.,  Watlington  Waterworks
                                                                        Ltd. and SAL Ltd.  Age sixty-eight.

   Timothy L. Largay               2001           Vice President        Timothy  L.  Largay  has been a partner in the law
                                                                        firm of Murtha Cullina LLP, Hartford,  Connecticut
                                                                        since  1974.  He was  elected a director  and Vice
                                                                        President  of the  Company  on January  15,  2001.
                                                                        Largay  is  also a  director  of  Canada  Southern
                                                                        Petroleum  Ltd.  ("Canada  Southern") and Magellan
                                                                        Petroleum  Corporation.  Murtha Cullina  has  been
                                                                        retained  by the  Company for more than five years
                                                                        and is being  retained  during the  current  year.
                                                                        Age fifty-seven.

   Directors Continuing in Office With Term to Expire at the 2003 Annual Meeting
   Graham B. Collis                1998              Secretary          Mr.  Collis  is  a  member  of  the  law  firm  of
                                                  Audit Committee       Conyers,  Dill & Pearman,  Hamilton,  Bermuda, the
                                                                        Company's Bermuda counsel.  Age forty-one.

   John D. Monroe                  1981           Audit Committee       Mr.  Monroe  is  a  real  estate  broker  and  was
                                                                        formerly  President of a real estate brokerage and
                                                                        development  firm in Naples,  Florida.  Mr. Monroe
                                                                        is also a director  of Coastal  Petroleum  Company
                                                                        ("Coastal  Petroleum"),   the  Company's  majority
                                                                        owned subsidiary.  Age seventy-four.

Directors Continuing in Office With Terms to Expire at the 2002 Annual Meeting

Benjamin W. Heath                 1962               President         Mr.  Heath is Chairman  and a director of Coastal
                                                                       Petroleum,  and a  director  of Canada  Southern.
                                                                       Age eighty-six.

Phillip W. Ware                   1985            Vice President       Mr.  Ware,  a  geologist,  has been  President of
                                                                       Coastal  Petroleum  since April 1985.  He is also
                                                                       a director of Coastal Petroleum.  Age fifty-one.
</TABLE>

         The Company is not aware of any arrangements or understandings  between
any of the individuals named above and any other person pursuant to which any of
the individuals named above was selected as a director and/or executive officer.
The  Company  is not aware of any family  relationship  among the  officers  and
directors of the Company or its subsidiary.

Board of Directors; Committees; Attendance

         The only standing committee of the Board is the Audit Committee.

         The principal  functions of the Audit  Committee  are: (1) to recommend
the particular  persons or firm to be employed by the Company 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. During
2000, the Audit  Committee,  which was comprised of Mr. Graham B. Collis and Mr.
John D. Monroe, met twice.

         The Company does 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.

         There were six  meetings of the Board of  Directors of the Company held
during 2000.  During  2000,  all of the  directors  attended at least 75% of the
aggregate  number of meetings of the Board of Directors and  Committees on which
they serve.

Report of the Audit Committee Addressing Specific Matters

         On December 1, 1999, the Board of Directors  adopted a formal,  written
charter for the Audit  Committee  of the Company (See Exhibit A). Each member of
the  Audit  Committee  is  an  "independent   director"  for  purposes  of  NASD
Marketplace Rule 4200(a)(14).

     In connection  with the  preparation  and filing of the  Company's  audited
financial  statements  for the  year  ended  December  31,  2000  (the  "audited
financial statements"), the Audit Committee performed the following functions:

o    The Audit Committee reviewed and discussed the audited financial statements
     with senior  management  and Ernst & Young LLP, the  Company's  independent
     auditors.  The review  included a discussion  of the quality,  not just the
     acceptability,   of  the  accounting  principles,   the  reasonableness  of
     significant  judgements;  and the  clarity of  disclosures  in the  forward
     statements
o   The Audit  Committee  also  discussed  with Ernst & Young LLP the matters
     required  to  be  discussed  by   Statement   on  Auditing   Standards
     No.  61 (Communication With Audit Committees).
o    The Audit  Committee  received the written  disclosures and the letter from
     Ernst & Young LLP required by  Independence  Standards Board Standard No. 1
     (Independence Discussions With Audit Committees),  and discussed with Ernst
     &  Young  LLP  its  independence   from  the  Company  and  considered  the
     compatibility  of the auditors'  nonaudit  services to the Company with the
     auditors' independence.

     Based upon the functions performed,  the Audit Committee recommended to the
Board  of  Directors,  and  the  Board  approved,  that  the  audited  financial
statements  be  included  in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended  December 31, 2000,  for filing with the U.S.  Securities  and
Exchange  Commission.  The Audit  Committee and the Board have also  recommended
subject  to  shareholder  approval,  the  selection  of Ernst & Young LLP as the
Company's independent auditors.

                           AUDIT COMMITTEE
                           John D. Monroe
                           Graham B. Collis

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  executive  officers,  directors and persons who beneficially own more
than 10% of the  Company's  Common Stock to file initial  reports of  beneficial
ownership and reports of changes in beneficial ownership with the Securities and
Exchange   Commission  (the  "SEC").  Such  persons  are  required  by  the  SEC
regulations  to furnish the Company with copies of all Section 16(a) forms filed
by such persons.  Based solely on its copies of forms received by it, or written
representations  from certain  reporting  persons that no Form 5's were required
for those persons,  the Company  believes that during the just completed  fiscal
year, its executive officers,  directors, and greater than 10% beneficial owners
compiled with all applicable filing requirements.



<PAGE>


            ADDITIONAL INFORMATION CONCERNING DIRECTORS AND OFFICERS

Executive Compensation

         The following table sets forth certain summary  information  concerning
the compensation of the two executive officers of the Company for the year 2000:

<TABLE>
<CAPTION>

                           Summary Compensation Table
                                              Annual Compensation              Long Term
                                                                              Compensation
               Name and                                                          Award                All Other
          Principal Position                Year          Salary ($)        Options/SARs(#)       Compensation ($)

<S>                                         <C>             <C>                 <C>                   <C>
Benjamin W. Heath, President                2000            40,000              100,000-              15,550(1)
and Chief Executive Officer                 1999            40,000                 -                  12,000(1)
                                            1998            40,000               45,000               12,000(1)
Phillip W. Ware, Vice President             2000            92,000              100,000               13,800(2)
                                            1999            92,000                 -                  13,800(2)
                                            1998            80,000               72,000               12,000(2)

</TABLE>

 (1) Reimbursement  for office expense $9,600 in 2000, $9,550 in 1999 and $6,000
     in 1998, and payment to SEP-IRA pension plan $6,000 in 2000, 1999 and 1998.
(2) Payment to SEP-IRA pension plan.

Compensation of Directors

         For the year  2000,  Messrs.  Collis,  Dill and  Monroe  each  received
directors' fees of $22,500.

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,
respectively, of Coastal Caribbean and Coastal Petroleum.

Compensation Committee Report on Executive Compensation

         The Compensation Committee, consisting of the entire board of directors
in 2000, submits the following report for 2000:

         The Board of Directors does not maintain specific compensation policies
applicable to the Company's executive officers, and the Board has established no
specific relationship between corporate performance and executive  compensation.
Compensation has been determined based on the skills,  experience and leadership
executive officers have brought to the performance of their duties, and on their
ability to protect,  defend and pursue the Company's ability to realize value on
the Company's exploration leases.

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

Tax Deductibility of Compensation

         Because it is not likely that compensation to any executive will exceed
$1  million,  and because the  Company is a Bermuda  corporation  not  generally
subject to the tax laws of the United  States,  the Company does not expect that
it will be  required  to  comply  with the  Omnibus  Reconciliation  Act of 1993
regarding executive compensation.

Stock Options

         The following  tables provide  information  about stock options granted
and  exercised  during the year 2000 and  unexercised  stock options held by the
Named Executive Officers at December 31, 2000:

                       Options/SAR Grants in the Year 2000

<TABLE>
<CAPTION>
                                                                                     Potential Realized Value at Assumed
                                                                                            Annual Rates of Stock
                                 Individual Grants                                   Price Appreciation for Option Terms
                           Number of
                          Securities     % of Total
                          Underlying    Options/SARs
                           Options/      Granted to      Exercise
                         SARs Granted   Employees* in    or Base       Expiration
         Name                 (#)        Fiscal Year   Price ($/Sh)       Date            5% ($)            10% ($)
<S>                     <C>              <C>           <C>        <C>                 <C>                <C>
Benjamin W. Heath           100,000          14            0.91      Mar. 22, 2010        23,000             50,000
Phillip W. Ware             100,000          14            0.91      Mar. 22, 2010        23,000             50,000

* The  options  granted to  directors  are also  included  for  purposes of this
calculation.

                            Aggregated Option/SAR Exercises in 2000 and December 31, 2000
                                Option/SAR Values
                           Shares                          Number of Securities             Value of Unexercised
                          Acquired         Value          Underlying Unexercised                In-The-Money
                        On Exercise    Realized ($)          Options/SARs (#)                 Options/SARs ($)
                            (#)                            at December 31, 2000             at December 31, 2000
         Name                                           Exercisable    Unexercisable    Exercisable    Unexercisable

Benjamin W. Heath           -0-             -0-           100,000            -            15,000             -
Benjamin W. Heath           -0-             -0-            45,000            -              -0-              -

Phillip W. Ware             -0-             -0-           100,000            -            15,000             -
Phillip W. Ware             -0-             -0-            72,000            -              -0-              -

</TABLE>

<PAGE>


                                PERFORMANCE GRAPH

         The graph  below  compares  the  cumulative  total  returns,  including
reinvestment of dividends, if applicable, of Company Stock with the companies in
the NASDAQ Market Index and an Industry Group 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 performance.

                 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>


             Years                    1995          1996          1997          1998          1999          2000
<S>                                <C>           <C>           <C>           <C>           <C>            <C>
Coastal Caribbean                     100           266.67        166.67        109.52        104.76         80.76
Independent Oil & Gas                 100           128.87        119.98         77.71        108.87        157.99
NASDAQ Market Index                   100           124.27        152.00        214.39        378.12        237.66

</TABLE>


<PAGE>


Certain Business Relationships

G&O'D INC

         During the year 2000,  $155,440 was paid or accrued for  accounting and
administrative  services,  office  facilities  and support staff provided to the
Company by G&O'D INC, a firm that is owned by Mr. James R. Joyce,  the Company's
Treasurer and Assistant  Secretary.  G&O'D's fees are based on the time spent in
performing these services to the Company.

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
thirty years.

         In 1990, Coastal Petroleum granted to officers 3.4% of any net recovery
from execution on or  satisfaction of judgment or from settlement of the lawsuit
against the State of Florida as follows:

                                                         Relationship to
                                  Percent of             Coastal Petroleum
         Name                    Net Recovery            at Date of Grant
         ----                    ------------           ------------------

         Benjamin W. Heath           1.25           Chairman of Board
         Phillip W. Ware             1.25           President
         Arthur B. O'Donnell         0.30           Vice President and Treasurer
         James R. Joyce              0.30           Assistant Treasurer
         James J. Gaughran           0.30           Secretary

     During  1990,  Murtha  Cullina  LLP also  received a 1% interest in any net
recovery. Mr. Largay, a director and Vice President of the Company, is a partner
in Murtha Cullina LLP.


<PAGE>


           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth  information as to the number of shares
of the Company's Stock owned beneficially at April 1, 2001 by each person who is
known to be the beneficial  owner of more than 5% of the  outstanding  shares of
common stock of the Company:

                                 Amount and Nature of
                                 Beneficial Ownership
     Name and Address of      Shares Held  Shares Subject
     Beneficial Owner          Directly       to Option        Percent of Class
--------------------------     ---------     -----------       ----------------

Leon S. Gross                  4,494,688          -                  10.34
3900 Ford Road
Philadelphia, PA  19131

Lykes Minerals Corp.               -         7,800,000*              15.2**
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 shares of the Company.

     **  Assumes  all  outstanding  options  held by Lykes  Minerals  Corp.  are
exercised to acquire shares of the Company.

         The following  table sets forth  information as to the number of shares
of the  Company's  common  stock  owned  beneficially  at April 1,  2001 by each
director of the Company and by all directors and executive officers as a group:

<TABLE>
<CAPTION>

                                                          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                 *
Timothy L. Largay                                        49,200                   100,000                 *
Phillip W. Ware                                           3,791                   172,000                 *
Directors and executive officers
  as a group (a total of 7 persons)                     111,579                   925,000               2.3%
------------------------
*        Less than 1%.
(1)      Director of corporation which also owns 17,758 shares.
(2)      Director of corporation which owns 3,355 shares.
</TABLE>


                                 PROPOSAL NO. 2

               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

         The Board of Directors has appointed Ernst & Young LLP as the Company's
independent  auditors for the year ending December 31, 2001.  Representatives of
Ernst & Young LLP are not  expected  to be  present  at the  meeting.  The proxy
permits voting for or against,  or abstaining from voting for, the  ratification
of the appointment of auditors.  Unless otherwise indicated,  the shares will be
voted  in  favor  of  ratifying  the  appointment  of  Ernst & Young  LLP and to
authorize the Board of Directors to fix the remuneration of such auditors.  Fees
paid to Ernst & Young LLP by the  Company for the year ended  December  31, 2000
were as follows:

                  Audit Fees                                      $27,500
                  Financial Information Systems
                  Design and Implementation Fees                        0
                  All Other Fees (rights offering)                 23,100
                                                                   ------
                  Total fees                                      $50,600
                                                                  =======


                MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL NO. 2.

                                  OTHER MATTERS

         The Board of Directors knows of no other matters that will be presented
for  consideration at the meeting,  other than those matters referred to in this
Proxy Statement.


<PAGE>


                              SHAREHOLDER PROPOSALS

         Shareholders  who intend to have a proposal  included  in the notice of
meeting and  related  proxy  statement  relating  to the  Company's  2002 Annual
General Meeting of Shareholders must submit the proposal by December 17, 2001.

              Notice of Business to be Brought Before a Shareholders' Meeting

         If a  Shareholder  wishes to present a proposal at the  Company's  2002
Annual General  Meeting of  Shareholders  and the proposal is not intended to be
included in the Company's  proxy  statement  and form of proxy  relating to that
meeting, the Shareholder must give advance notice to the Company prior to one of
two deadlines set forth in the Company's Bye-Laws.

         If  a  shareholder's  proposal  relates  to  business  other  than  the
nomination  of  persons  for  election  to the board of  directors,  Bye-Law  61
applies.

         Bye-Law 61 provides in part as follows:

                      (2)  The  annual  general  meeting  of the  Company  shall
                  consider   the   election  of   Directors,   the  receipt  and
                  consideration  of the profit  and loss  account,  the  balance
                  sheet,  the notes thereto and the reports of the Directors and
                  Auditors  thereon,  the  appointment  of the Auditors and such
                  other business as the Board  considers may properly be brought
                  before the meeting and shall be held on such date as the Board
                  shall each year fix.  The day,  place and hour of each  annual
                  general meeting shall be specified in the notice of the annual
                  general  meeting.  The meeting may be  postponed  or adjourned
                  from time to time and place to place at the  discretion of the
                  Chairman until its business is completed.

                           To be properly  brought before any general meeting by
                  Members,  business  must be (a) specified in the notice of the
                  meeting  (or  any  supplement  thereto)  given  by or  at  the
                  direction of the Board, (b) otherwise  properly brought before
                  the  meeting  by or at  the  direction  of the  Board,  or (c)
                  specified  in a notice  or  requisition  given by  Members  in
                  accordance  with  the  Act  and  delivered  to or  mailed  and
                  received at the registered office of the Company not less than
                  ninety (90) days before the  anniversary  date of the previous
                  annual  general  meeting of the  Company  or ninety  (90) days
                  before  any  other  general  meeting  of the  Company  is held
                  specifying:

                           (a) a  description  of the  business  to be brought
                               before the annual general  meeting and the
                               reasons for conducting  such business at the
                               annual general meeting;

                           (b) the name and  address of the  Member  intending
                               to  propose  such business;

                           (c) the  class  and  number  of  shares  of  the
                               Company which are beneficially owned by the
                               Member;

                           (d)  a   representation   that  the   Member  is  the
                  registered  holder of  sufficient  shares  required by the Act
                  entitled  to vote at such  meeting  and  intends  to appear in
                  person or by proxy at the  meeting to present  such  business;
                  and

                           (e) any material interest of the Member in such
                               business.

         To be  timely  under  this  Bye-Law,  a  Shareholder's  notice  must be
received by the Company on or before  February 15,  2002,  which is the date not
less than 90 days prior to the first  anniversary  of this year's Annual General
Meeting of Shareholders.

                   Nominations of Persons for Election to the Board of Directors

         If a  shareholder's  proposal  relates to the nomination of persons for
election to the board of directors, Bye-Law 62 applies.

         Bye-Law 62 provides in part as follows:

                           (2) Only persons who are nominated in accordance with
                  the  procedures  set forth in these Bye-laws shall be eligible
                  for election as Directors. Nominations of persons for election
                  to the Board of Directors of the Company shall only be made at
                  an annual  general  meeting  of the  Company  (a) by or at the
                  direction  of the Board of  Directors  or (b) by any Member of
                  the Company  entitled to vote for the election of Directors at
                  the meeting who complies with the notice  procedures set forth
                  in this Section. Nominations by Members shall be made pursuant
                  to timely  notice in writing to the  Secretary of the Company.
                  To be  timely,  a Member's  notice  shall be  delivered  to or
                  mailed and received at the principal  executive offices of the
                  Company  not less than  sixty  (60) days nor more than  ninety
                  (90) days prior to the meeting; provided, however, that in the
                  event that less than seventy (70) days' notice or prior public
                  disclosure  of the  date of the  meeting  is  given or made to
                  Members, notice by the Member to be timely must be so received
                  not later than the close of business on the 10th day following
                  the day on which such  notice of the date of the  meeting  was
                  mailed or such public  disclosure  was made.  For  purposes of
                  this Section,  public  disclosure shall be deemed to have been
                  made to Members when  disclosure of the date of the meeting is
                  first made in a press  release  reported by the Dow Jones news
                  Services, Associated Press, Reuters Information Services, Inc.
                  or comparable  national news service or in a document publicly
                  filed by the Company with  Securities and Exchange  Commission
                  pursuant  to  Sections  13,  14 or  15(d)  of  the  Securities
                  Exchange Act of 1934, as amended.

                      Each such notice shall set forth:

                      (a)  the name and address of the Member who intends to
                  make the  nomination and of the person or persons to be
                  nominated;

                      (b) a representation that the Member is a holder of record
                  of stock of the Company  entitled to vote at such  meeting and
                  intends  to appear in  person  or by proxy at the  meeting  to
                  nominate the person or persons specified in the notice;

                      (c) a description of all  arrangements  or  understandings
                  between the Member and each  nominee  and any other  person or
                  persons  (naming  such  person or  persons)  pursuant to which
                  nomination or nominations are to be made by the Member; and

                      (d) such other information regarding each nominee proposed
                  by such  Member as would be required to be included in a proxy
                  statement  filed pursuant to the proxy rules of the Securities
                  and Exchange  Commission,  had the nominee been nominated,  or
                  intended to be nominated, by the Board of Directors.

                      To  be  effective,   each  notice  of  intent  to  make  a
                  nomination given hereunder shall be accompanied by the written
                  consent of each  nominee to being  named in a proxy  statement
                  and to serve as a Director of the Company if elected.

                      No person  shall be eligible for election as a Director of
                  the Company unless nominated in accordance with the procedures
                  set forth in these  Bye-laws.  The  presiding  officer  of the
                  meeting shall, if the facts warrant,  determine and declare to
                  the meeting that  nomination  was not made in accordance  with
                  the procedures prescribed by these Bye-laws,  and if he should
                  so  determine,  he shall so  declare  to the  meeting  and the
                  defective nomination shall be disregarded.

         To be  timely  under  this  Bye-Law,  a  Shareholder's  notice  must be
received by the Company not less than 60 days nor more than 90 days prior to the
date of the Company's 2002 Annual General Meeting of Shareholders.

         Shareholder  proposals relating to the Company's Annual General Meeting
of  Shareholders  must be submitted  to the Company at its office,  c/o Conyers,
Dill & Pearman, Clarendon House, Hamilton,  Bermuda. The fact that a shareholder
proposal  is received in a timely  manner does not insure its  inclusion  in the
Company's proxy  materials  since there are other  requirements in the Company's
Bye-laws and the proxy rules relating to such inclusion.

         The contents and the sending of this Proxy Statement have been approved
by the directors of the Company.

         IT  IS  IMPORTANT  THAT  PROXIES  BE  RETURNED   PROMPTLY.   THEREFORE,
SHAREHOLDERS  WHO DO NOT  EXPECT TO ATTEND  THE  MEETING  IN PERSON ARE URGED TO
SIGN, DATE, AND RETURN THE ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.

                                     By Order of the Board of Directors,
                                     Graham B. Collis
                                     Secretary
Dated:  April 16, 2001


<PAGE>


                                    EXHIBIT A

                     COASTAL CARIBBEAN OILS & MINERALS, LTD.
                             Audit Committee Charter

Organization

         The audit  committee of the board of directors shall be comprised of at
least two directors who are  independent of management and the Company.  Members
of the  audit  committee  shall  be  considered  independent  if  they  have  no
relationship  to the  Company  that may  interfere  with the  exercise  of their
independence  from management and the Company.  All audit committee members will
be financially literate, and at least one member will have accounting or related
financial management expertise.

Statement of Policy

         The audit  committee  shall  provide  assistance  to the  directors  in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment  community relating to corporate  accounting,  reporting practices of
the Company,  and the quality and integrity of financial reports of the Company.
In so doing,  it is the  responsibility  of the audit committee to maintain free
and open communication  between the directors,  the independent  auditor and the
financial management of the Company.

Responsibilities

         In carrying out its responsibilities,  the audit committee believes its
policies  and  procedures  should  remain  flexible,  in order to best  react to
changing  conditions  and to ensure to the directors and  shareholders  that the
accounting  and reporting  practices of the Company are in  accordance  with all
requirements and are of the highest quality.

         In carrying out these responsibilities, the audit committee will:

o              Obtain the full board of directors'  approval of this Charter and
               review and reassess this Charter as conditions dictate.

o               Review and recommend to the directors the  independent  auditors
                to be selected to audit the financial  statements of the Company
                and its divisions and subsidiaries.

o              Have a clear  understanding  with the  independent  auditors that
               they are ultimately accountable to the board of directors and the
               audit committee, as the shareholders'  representatives,  who have
               the ultimate  authority in deciding to engage,  evaluate,  and if
               appropriate, terminate their services.

o               Meet with the independent  auditors and financial  management of
                the Company to review the scope of the proposed audit and timely
                quarterly  reviews for the current year and the procedures to be
                utilized,    the   adequacy   of   the   independent   auditor's
                compensation, and at the conclusion thereof review such audit or
                review,   including  any  comments  or  recommendations  of  the
                independent auditors.

o              Review with the independent auditors and financial and accounting
               personnel,  the adequacy and  effectiveness of the accounting and
               financial controls of the Company, and elicit any recommendations
               for the improvement of such internal controls or particular areas
               where new or more detailed  controls or procedures are desirable.
               Particular  emphasis  should be given to the adequacy of internal
               controls to expose any payment,  transactions, or procedures that
               might be deemed  illegal  or  otherwise  improper.  Further,  the
               committee periodically should review Company policy statements to
               determine their adherence to the Code of Conduct.

o              Review  reports  received  from  regulators  and other  legal and
               regulatory  matters  that  may  have  a  material  effect  on the
               financial statements or related Company compliance policies.

o              Inquire  of  management  and  the   independent   auditors  about
               significant  risks or exposures  and assess the steps  management
               has taken to minimize such risks to the Company.

o              Review  the  quarterly   financial   statements   with  financial
               management  and the  independent  auditors prior to the filing of
               the Form 10-Q (or  prior to the  press  release  of  results,  if
               possible) to determine that the independent  auditors do not take
               exception  to  the   disclosure  and  content  of  the  financial
               statements,   and  discuss  any  other  matters  required  to  be
               communicated  to the committee by the auditors.  The chair of the
               committee may represent the entire committee for purposes of this
               review.

o              Review the financial  statements contained in the annual report
               to shareholders  with management and the independent  auditors to
               determine  that the  independent  auditors are satisfied with the
               disclosure and content of the financial statement to be presented
               to the  shareholders.  Review with  financial  management and the
               independent  auditors  the  results of their  timely  analysis of
               significant  financial  reporting issues and practices  including
               changes in, or adoptions of, accounting principles and disclosure
               practices,   and  discuss  any  other  matters   required  to  be
               communicated  to the committee by the auditors.  Also review with
               financial management and the independent auditors their judgments
               about  the  quality,   not  just  acceptability,   of  accounting
               principles and the clarity of the financial  disclosure practices
               used or  proposed  to be used,  and  particularly,  the degree of
               aggressiveness  or  conservatism  of  the  Company's   accounting
               principles  and  underlying  estimates,   and  other  significant
               decision made in preparing the financial statements.

o             Provide  sufficient  opportunity for the  independent  auditors to
              meet with the members of the audit  committee  without  members of
              management  present.  Among  the  items to be  discussed  in these
              meetings are the independent auditors' evaluation of the Company's
              financial, accounting, and auditing personnel, and the cooperation
              that the independent auditors received during the course of audit.

o             Review  accounting and financial human resources and succession
              planning  within the Company.  o Report the results of the annual
              audit to the  board of  directors.  If  requested  by the  board,
              invite  the  independent  auditors  to attend  the full  board of
              directors  meeting  to assist in  reporting  the  results  of the
              annual   audit   or  to   answer   other   directors'   questions
              (alternatively,  the  other  directors,  particularly  the  other
              independent  directors,  may  be  invited  to  attend  the  audit
              committee  meeting  during  which the results of the annual audit
              are reviewed).

o             On an annual basis, obtain from the independent auditors a written
              communication delineating all their relationships and professional
              services as required by Independence  Standards Board Standard No.
              1, "Independence  Discussions with Audit Committees." In addition,
              review with the  independent  auditors the nature and scope of any
              disclosed  relationships  or  professional  services and take,  or
              recommend that the board of directors take, appropriated action to
              ensure the continuing independence of the auditors.

o             Submit the minutes of all meetings of the audit  committee  to, or
              discuss the matters  discussed at each committee meeting with, the
              board of directors.

o             Investigate  any matter brought to its attention  within the scope
              of its duties,  with the power to retain outside  counsel for this
              purpose if, in its judgment, that is appropriate.

-------------------------------------------------------------------------------
                               FORM OF PROXY CARD

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                     COASTAL CARIBBEAN OILS & MINERALS, LTD.
             ANNUAL GENERAL MEETING OF SHAREHOLDERS - JUNE 17, 2001

         The undersigned  holder of shares of common stock of COASTAL  CARIBBEAN
OILS & MINERALS,  LTD (the Company) does hereby appoint GRAHAM B. COLLIS,  JAMES
R. JOYCE AND PHILLIP W. WARE or any of them, as proxies,  with full power to act
without the others and with full power of substitution,  to vote the said shares
of stock,  as designated on the reverse side of this card, at the Annual General
Meeting  of  Shareholders  of the  Company to be held  Conyers,  Dill & Pearman,
Clarendon House, Church Street,  Hamilton,  Bermuda on Thursday, May 17, 2001 at
9:00 A.M., local time, and at any adjournments or  postponements  thereof,  held
for the same purposes, in the following manner:



                 (Continued and to be signed on the other side)


<PAGE>


        Please mark your
        votes as In this
        example

        THE BOARD OF DIRECTORS RECOMMEND A VOTE " FOR" PROPOSALS 1 AND 2.
<TABLE>
<CAPTION>


                                  FOR          WITHHELD                                                  FOR  AGAINST  ABSTAIN


<C>                                                                   <S>
1.     Election of            Nominees:  Nicholas B. Dill             2. Ratify the appointment of Ernst
                                                                         & Young LLP as independent
       Two Directors                     Timothy L. Largay               auditors of the Company for
                                                                         the year ending December 31,
     (Proxy Statement page 2        )                                    2001 (page 12)


   For all except the following nominee:

   _______________________________                                     3. Unless directed to the contrary by
                                                                          specifications in the
                                                                          space provided, the said
                                                                          individuals are hereby
                                                                          authorized and empowered by
                                                                          the undersigned to vote
                                                                          "FOR" proposals Nos. 1 and 2
                                                                          and are given discretionary
                                                                          authority to vote on any other
                                                                          matters upon which the
                                                                          undersigned is entitled to
                                                                          vote, and which may properly
                                                                          come before said meeting or
                                                                          any adjournments or
                                                                          postponements thereof.


                                                                          Unless otherwise indicated on
                                                                          this proxy card or by
                                                                          accompanying letter, the
                                                                          undersigned represents that
                                                                          in executing and delivering
                                                                          his proxy he is not acting in
                                                                          concert with any other person
                                                                          for the purposes of
                                                                          Bye-Law 1 as described in the
                                                                          Company's Proxy
                                                                          Statement (Page 2)

</TABLE>

    SIGNATURE_____________ DATE _________ SIGNATURE____________DATE____________
                                                    If Jointly Held
    NOTE:  Please sign this proxy as name(s)  appears above and return it in the
           reply envelope  provided promptly to Arnerican Stock Transfer & Trust
           Company, 59 Maiden Lane, New York, NY 10038,  whether or not you plan
           to attend the meeting.