Commission File Number 1-4668

                                   FORM 10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                       AMENDMENT TO APPLICATION OR REPORT
                Filed pursuant to Section 12, 13 or 15(d) of THE
                                   SECURITIES
                              EXCHANGE ACT OF 1934

                     Coastal Caribbean Oils & Minerals, Ltd.
               (Exact name of registrant as specified in charter)

                                 AMENDMENT NO. 1

         The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 as set forth in the pages attached hereto:

 (List all such items, financial statements, exhibits or other portions amended)

         Page 2 and 17 are deleted in their entirety and the attached page 2 and
17 are substituted in lieu thereof.

         Page 42 is deleted in its entirety and Part III information  concerning
Item 10 - Directors and Executive  Officers of the Company,  Item 11 - Executive
Compensation,  Item 12 - Security  Ownership  of Certain  Beneficial  Owners and
Management and Item 13 - Certain  Relationships and Related  Transactions in the
attached pages 42.1 through 42.7 are substituted in lieu thereof.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         COASTAL CARIBBEAN OILS & MINERALS, LTD.
                                                        (Registrant)


                                          By /s/ James R. Joyce
                                                 James R. Joyce
                                                 Treasurer and Chief Financial
                                                 and Accounting Officer

Date:  April 23, 1997



<PAGE>



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                        |X|   Yes      |_|    No

Indicate by check mark if  disclosure  of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be  contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III  of this  Form 10-K
or any amendment to this Form 10-K.                                        [X]

The  aggregate  market value of the common stock held by  non-affiliates  of the
registrant was approximately $103,000,000 (U.S.) at February 11, 1997.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:

Common stock, par value $.12 per share,  40,056,358  shares  outstanding  as  of
February 11, 1997

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE


                                       2


<PAGE>



Item 4.           Submission of Matters to a Vote of Security Holders.

                  None.


                                       17

<PAGE>


Item 9.           Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure.

                  None.

                                    PART III

Item 10.  Directors and Executive Officers of the Company.

          (a)     Directors.
<TABLE>
<CAPTION>
                                      Date Present Term                   Length of Service           Other Offices Held
       Name          Age              of Office Expires                     as a Director                with Company
       ----          ---              -----------------                     -------------                ------------

<S>                  <C>              <C>                                    <C>                           <C>
Charles T. Collis    64               Annual Meeting 1997                    Since 1987                    Secretary
Nicholas B. Dill*    64               Annual Meeting 1997                    Since 1997                      None
Benjamin W. Heath    82               Annual Meeting 1997                    Since 1962                    President
John D. Monroe       70               Annual Meeting 1997                    Since 1981                      None
C. Dean Reasoner**   79               Annual Meeting 1997**                  Since 1966                      None
Phillip W. Ware      47               Annual Meeting 1997                    Since 1985                 Vice President
------------
* Mr. Dill was elected on April 7, 1997 to complete the unexpired term of Mr. Reasoner.
** Mr. Reasoner resigned as a director of the Company on March 20, 1997.
</TABLE>

         The Company is not aware of any  arrangement or  understanding  between
any of the  individuals  named above and any other person  pursuant to which any
individual named above was selected as a director.

         (b)      Executive Officers.
<TABLE>
<CAPTION>
                                                                          Length of Service          Other Positions Held
     Name             Age      Office Held                                  as an Officer                with Company

<S>                   <C>      <C>                                        <C>                          <C>    
Benjamin W. Heath     82       President                                     Since 1962                     Director
James R. Joyce        56       Treasurer and Chief Financial Officer      Since June 8, 1994           Assistant Secretary
Phillip W. Ware       47       Vice President of the Company
                                and President of Coastal Petroleum
                                Company                                      Since 1985                     Director
</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
individual named above was selected as an officer.

         All officers of Coastal  Caribbean  Oils &  Minerals,  Ltd. are elected
annually by the Board of Directors and serve at the  pleasure  of  the  Board of
Directors.

         (c)      Identification of Significant Employees.

                  None.

         (d)      Family Relationships.

                  No family  relationships  exist among any of the directors and
officers named above.


                                      42.1

<PAGE>


         (e)      (1)      Business Experience.

                           All of the named companies are engaged in oil, gas or
mineral exploration and/or development except where noted.

                           Directors and Executive Officers.

                           Mr.  Collis  has been a member of  the  law  firm  of
Conyers, Dill & Pearman, Hamilton, Bermuda, the Company's  Bermuda  counsel  for
more than five years.

                           Mr.  Nicholas  B.  Dill  was  elected  a  director on
April 7, 1997 to complete the unexpired term of C. Dean Reasoner who resigned on
March 20, 1997.  Mr. Dill  is  a  member  of  the  law  firm  of Conyers, Dill &
Pearman, Hamilton, Bermuda, the Company's Bermuda counsel.

                           Mr. Heath has been  President  of  the Company  since
1962 and  Chairman  and  a  director  of  Coastal  Petroleum  Company  ("Coastal
Petroleum"),   the  Company's  subsidiary,  a  director  of  Magellan  Petroleum
Corporation ("MPC"),  Chairman and a director of  Magellan  Petroleum  Australia
Limited ("MPAL"),  a majority owned subsidiary of MPC,  and a director of Canada
Southern Petroleum Ltd. ("Canada Southern").

                           Mr. James R.  Joyce  has  been  Treasurer  and  Chief
Financial and  Accounting Officer of the Company since June 1994.  Mr. Joyce has
been Vice President  and Treasurer  of  G&O'D INC  since  1979, (President since
July 1, 1994), a firm which has provided accounting and administrative services,
office facilities and support staff to the Company for  more  than  five  years.
Mr. Joyce  is  a  Certified  Public  Accountant  and  a  member  of  the  Bar of
Connecticut.

                           Mr.  Monroe has been a real  estate  broker  for more
than five years and was formerly President of  Monroe-Buman  Real Estate,  Inc.,
a real estate brokerage and development firm in Naples,  Florida.  Mr. Monroe is
also a director of Coastal Petroleum.

                           Mr.  C.  Dean  Reasoner  has been a member of the law
firm of  Reasoner,  Davis & Fox, Washington,  D.C. for more than five years.  On
March 20, 1997, Mr.  Reasoner  resigned as a director  of the Company for health
related  reasons.  Mr.  Reasoner also resigned as a  director of  MPC,  MPAL and
Canada Southern during March 1997.

                           Mr. Ware, a geologist,  has been President of Coastal
Petroleum since April 1985.  He is also a director of Coastal Petroleum.


                                      42.2

<PAGE>

                  (2)      Directorships.

                           See subparagraph (1), above.

         (f)      Involvement in Certain Legal Proceedings.

                  None.

         (g)      Promoters and Control Persons.

                  Not applicable.

Item 11. Executive Compensation.

         The following table sets forth certain summary  information  concerning
the compensation of Mr. Benjamin W. Heath, President and Chief Executive Officer
of the Company.  No other executive  officers of the Company earned in excess of
$100,000 during fiscal year 1996.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                              Summary Compensation Table
------------------------------------------------------------------------------------------------------------------------------------

                                                     Annual Compensation                                    
                 Name and                                                                   Long Term                All Other    
            Principal Position                   Year               Salary ($)         Compensation Award          Compensation
                                                                                        Options/SARs(#)              ($) (1)
---------------------------------------- -------------------- --------------------- ------------------------- ----------------------
<S>                                              <C>                 <C>                    <C>                       <C>   
     Benjamin W. Heath, President                1996                40,000                       -                   12,000
     and Chief Executive Officer                 1995                40,000                  60,000                   12,000
                                                 1994                26,250                       -                    9,937
---------------------------------------- -------------------- --------------------- ------------------------- ----------------------

(1)      Reimbursement  for office expense $6,000 in 1996,  1995 and 1994.  Payment to SEP-IRA pension plan $6,000 in 1996 and 1995,
         and $3,937 in 1994.
</TABLE>


(c)      Options/SAR Grants

         None.

(d)      Aggregated Option/SAR Exercises and  Fiscal Year Option/SAR Value Table

         The following table provides  information about stock options exercised
during fiscal 1996.

<TABLE>
<CAPTION>
  -------------------------  --------------------  ----------------  --------------------------------  -----------------------------
                                                                                                           Value of Unexercised
                                   Shares                                 Number of Unexercised                 In-The-Money
                                  Acquired              Value                 Options/SARs                      Options/SARs
                               On Exercise (#)      Realized ($)          at December 31, 1996            at December 31, 1996 ($)
  -------------------------  --------------------  ----------------  --------------------------------  -----------------------------
            Name                                                      Exercisable     Unexercisable     Exercisable    Unexercisable
  -------------------------  --------------------  ----------------  --------------  ----------------  --------------  -------------
<S>                                  <C>                 <C>            <C>                 <C>           <C>               <C>
  Benjamin W. Heath                  -0-                 -0-            72,000              -             171,000            -
  -------------------------  --------------------  ----------------  --------------  ----------------  --------------  -------------
</TABLE>

(e)       Long-Term Incentive Plan ("LTIP") Awards Table

          Not applicable.


                                      42.3

<PAGE>


(f)       Defined Benefit or Actuarial Plan Disclosure

          Not applicable.

(g)       Compensation of Directors

         John D. Monroe received a director's  fee of $15,000 for the year 1996.
Mr. Monroe is the only director who receives directors' fees.

(h)       Employment Contracts  and  Termination  of  Employment  and Change-in-
          Control Arrangements.

          Not applicable.

(i)       Report on Repricing of Options/SARs

          Not applicable.

(j)       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.  Mr. C. Dean Reasoner,
a director until his resignation on March 20, 1997, is a partner in the law firm
of Reasoner,  Davis & Fox  which was paid  $102,000  for legal services rendered
in 1996.

         Mr. Heath also serves as a director of  MPC,  MPAL  and Canada Southern
Petroleum Ltd. ("CSP").  Mr. Heath is also Chairman  of M PAL. During  1996, the
law firm of Reasoner,  Davis & Fox  also  rendered  services  to  MPC  and  CSP.
Mr. Reasoner also resigned as a director of MPC, MPAL and CSP during March 1997.

(k)       Board Compensation Committee Report on Executive Compensation.

          Not applicable.

(l)       Performance Graph

          Not applicable.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

         (a)      Security Ownership of Certain Beneficial Owners.

         The following  table sets forth  information as to the number of shares
of the Company's  Stock owned  beneficially  as of April 22, 1997 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.


                                      42.4

<PAGE>


Name and address of                Amount and nature         
    beneficial owner            of beneficial ownership       Percent of class**
                             Shares held    Shares subject 
                               directly        to option   
                                                           
Leon S. Gross                  4,190,031           -                10.46
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                                          
---------------                                           

*        Under  certain  agreements  with  the  Company,  Lykes  Minerals  Corp.
         ("Lykes") has options to purchase shares of Coastal  Petroleum,  and to
         exchange  shares of Coastal  Petroleum  for shares of the  Company.  At
         April 22,  1997,  Lykes had  purchased  a total of 78 shares  which are
         convertible into 7,800,000 shares of the Company.

**       Assumes all outstanding options are exercised to acquire shares  of the
         Company.

         (b)      Security Ownership of Management.

         The following  table sets forth  information as to the number of shares
of the  Company's  common  stock  owned  beneficially  at April 22, 1997 by each
director of the Company and by all directors and executive officers as a group:

                                          Amount and Nature of
      Name of                             Beneficial Ownership
     Individual                        Shares held                    Percent of
      or Group                          directly         Options         Class

Charles T. Collis                         17,758          60,000           *
Nicholas B. Dill                             ---             ---
Benjamin W. Heath                         20,000          72,000           *
John D. Monroe                               400          60,000           *
Phillip W. Ware                            3,791         120,000           *
Directors and executive officers
 as a group (a total of 6 persons)        52,034         362,000          1.2%
---------------
*   Less than 1%.


                                      42.5

<PAGE>


         (c)      Changes in Control.

                  The Company is aware of no contractual  arrangements which may
at a subsequent date result in a change of control of the Company.

Item 13. Certain Relationships and Related Transactions.

         (a)      Transactions with management and others.

                  None.

         (b)      Certain business relationships.

Reasoner, Davis & Fox

         The Company retained the services of the law firm of Reasoner,  Davis &
Fox,  of which  Mr.  C. Dean  Reasoner,  a  director  of the  Company  until his
resignation on March 20, 1997, is a partner. Fees for legal services rendered to
the Company by Reasoner,  Davis & Fox amounted to $102,000 for the year 1996. In
addition,  Reasoner,  Davis & Fox is  entitled  to  contingent  fees  payable in
connection with Coastal  Petroleum's  litigation against the State of Florida of
2.0 percent of any net recovery from execution on or satisfaction of judgment or
from settlement of this lawsuit.

G&O'D INC

         During the year 1996,  $169,632 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 was owned by Mr. James R. Joyce, Treasurer and
Assistant  Secretary.  The services rendered by G&O'D INC to the Company 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;
furnishing office facilities and record retention. G&O'D is also responsible for
the investment of the Company's  available funds and other banking relations and
securing adequate insurance to protect the Company. 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 the Company,  responding to  stockholder  inquiries,  and such other
services as may be  requested  by the  Company.  G&O'D  maintains  and  provides
current information about the Company's  activities so that the directors of the
Company may keep  themselves  informed as to the Company's  activities.  G&O'D's
fees are based on the time spent in performing these services to the Company.


                                      42.6

<PAGE>


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 percent beneficial  interest,  and C. Dean Reasoner (a director
until his  resignation  on March 20,  1997) have  beneficial  interests  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

         (c)      Indebtedness of Management

                  No officer  or director  was  indebted  to the  Company or any
subsidiary in an aggregate amount that exceeded $60,000 during fiscal 1996.

         (d)      Transactions with Promoters.

                  Not applicable.


                                      42.7