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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-K/A(Amendment No. 1)

|           |                                                                                           
|---------- | ------------------------------------------------------------------------------------------
|(Mark One)
|x          | ANNUAL REPORT PURSUANT TO SECTION 13
  OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|           |                                                                                           
|           | For the fiscal year ended December 31, 2004                                               
|           |                                                                                           
|OR        
|          
|o          | TRANSITION REPORT PURSUANT TO SECTION
  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|           |                                                                                           
|           | For the transition period
  from____________ to ____________                              

Commission file number 001-04668

|                                                        
|--------------------------------------------------------
|COASTAL CARIBBEAN OILS & MINERALS, LTD.                 
|(Exact
  name of registrant as specified in its charter)

|                                                                 |  |                                              
|---------------------------------------------------------------- |  | ---------------------------------------------
|BERMUDA                                                          |  | NONE                                         
|State
  or other jurisdiction of
  incorporation or organization |  | (I.R.S.
  Employer
  Identification No.)     
|                                                                 |  |                                              
|Clarendon
  House
  Church Street
  Hamilton, Bermuda            |  | HM
  11                                      
|(Address
  of principal executive offices)                       |  | (Zip Code)                                   
|                                                                 |  |                                              
|Registrants
  telephone number, including area code             |  | (850)
  421-2024                             
|                                                                 |  |                                              
|Securities registered pursuant
  to Section 12(b) of the Act:    |  |                                              
|                                                                 |  |                                              
|Title
  of each class                                            |  | Name
  of each exchange on
  which registered
|                                                                 |  |                                              
|                                                                 |  |                                              
|NONE                                                             |  | NONE                                         

|                                                             
|-------------------------------------------------------------
|Securities
  registered pursuant to Section 12(g) of the Act:
|                                                             
|Common
  stock, par value $.12 per share                     
|                                                             
|(Title
  of Class)                                           



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.

xYesoNo

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K §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

Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Act).

oYesxNo

The
aggregate market value of the common stock held by non-affiliates of the
registrant was approximately $3,074,073 (U.S.) at April 1, 2005.

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, 46,211,604 shares outstanding as of May 31,
2005.

DOCUMENTS
INCORPORATED BY REFERENCE

None

2

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Explanatory Note:

Coastal
Caribbean Oils and Minerals, Ltd. (the Company) is hereby amending its
previously filed Annual Report on Form 10-K for the fiscal year ended December
31, 2004 (the Original Report).  This
Amendment No. 1 is being filed solely to amend the language in Item 9A.
Controls and Procedures to conform to the requirements of Item 307 of
Regulation S-K.  Conforming changes have
also been made to Exhibits 31.1 and 31.2 included in the Original Report.  Exhibits 32.1 and 32.2 are being currently
dated but are otherwise unchanged from those filed in the Original Report.  No other changes to the Original Report have
been made.  This Amendment No. 1 does
not reflect events occurring after the filing of the Original Report or modify
or update disclosures therein in any way other than as described above.

|         |                        
|-------- | -----------------------
|Item 9A. | Controls and Procedures

Phillip
W. Ware, the principal executive officer, and Kenneth M. Cornell, the principal
financial officer, have evaluated the Companys disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) adopted under the
Securities Act of 1934) as of the end of the period covered by report and have
concluded:

| |                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.  That the
  Companys disclosure controls and procedures are effective and adequately
  designed to ensure that material information relating to the Company,
  including its consolidated subsidiary, is timely made known to such officers
  by others within the Company and its subsidiary, particularly during the
  period in which this annual report is being prepared; and
|
| | 2  That there were no significant changes
  in the Companys internal controls or in other factors that could
  significantly affect these controls subsequent to the date of our evaluation,
  including any corrective actions with regard to significant deficiencies and
  material weaknesses.                                                                                   

3

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PART IV

|         |                                              |     |                      
|-------- | -------------------------------------------- | --- | ---------------------
|Item 15. | Exhibits
  and Financial Statement Schedules
|         |                                              |     |                      
|         | (a)                                          | (1) | Financial Statements.

The
financial statements listed below and included under Item 8 above are filed as
part of this report.

| |                                                                                                                                                                                        |      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----
| |                                                                                                                                                                                        | Page 
| |                                                                                                                                                                                        |      
| |                                                                                                                                                                                        |      
| | Reports of Independent Auditors                                                                                                                                                        | 32   
| |                                                                                                                                                                                        |      
| | Consolidated balance sheets at December 31, 2004 and
  2003                                                                                                                            | 34   
| |                                                                                                                                                                                        |      
| | Consolidated statements of operations for each of
  the three years in the period ended December 31, 2004 and for the period from
  January 31, 1953 (inception) to December 31, 2004. | 35   
| |                                                                                                                                                                                        |      
| | Consolidated statements of cash flows for each of
  the three years in the period ended December 31, 2004 and for the period from
  January 31, 1953 (inception) to December 31, 2004. | 36   
| |                                                                                                                                                                                        |      
| | Consolidated statement of common stock and capital
  in excess of par value for the period from January 31, 1953 (inception) to
  December 31, 2004                                    | 37   
| |                                                                                                                                                                                        |      
| | Notes to consolidated financial statements.                                                                                                                                            | 38-53

| |  |     |                               
| |  | --- | ------------------------------
| |  | (2) | Financial Statement Schedules.

All
schedules have been omitted since the required information is not present or
not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the consolidated financial
statements and the notes thereto.

| |     |                                                           
| | --- | ----------------------------------------------------------
| | (b) | Exhibits.                                                 
| |     |                                                           
| |     | The following exhibits are filed as part of this
  report:

Item Number

| |    |                                                                              
| | -- | -----------------------------------------------------------------------------
| | 2. | Plan of acquisition, reorganization, arrangement,
  liquidation or succession
| |    |                                                                              
| |    | Not applicable.                                                              

4

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| |     |                                                                              |                                                                                                                                                                                                                                                                                                                                   
| | --- | ---------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.  | Articles of incorporation and By-Laws.                                      
| |     |                                                                              |                                                                                                                                                                                                                                                                                                                                   
| |     | (a)                                                                          | 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 (File Number 001-04668) is
  incorporated herein by reference.                                                                                      
| |     |                                                                              |                                                                                                                                                                                                                                                                                                                                   
| |     | (b)                                                                          | Bye-laws are incorporated by reference to Schedule
  14(a) Proxy Statement filed on May 13, 1997 (File Number 001-04668).                                                                                                                                                                                                         
| |     |                                                                              |                                                                                                                                                                                                                                                                                                                                   
| | 4.  | Instruments defining the rights of security holders, including
  indentures.
| |     |                                                                              |                                                                                                                                                                                                                                                                                                                                   
| |     | 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 (File Number 001-04668) 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 (File Number 001-04668) is
  incorporated herein be 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 (File Number 001-04668) 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 (File
  Number 001-04668) 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 (File Number 001-04668) is incorporated herein
  by reference                                                                                                   

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| |  |     |                                                                                                                                                                                                                                                                
| |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (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 (File Number
  001-04668) 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 (File Number 001-04668) is
  incorporated herein by reference.                                                                                                   
| |  |     |                                                                                                                                                                                                                                                                
| |  | (h) | Memorandum of Settlement dated June 1, 2005 between
  Coastal Petroleum Company, et al. and the State of Florida.                                                                                                                                              

| |      |                                                                                                          
| | ---- | ---------------------------------------------------------------------------------------------------------
| | 11.  | Statement re: computation of per share earnings.                                                         
| |      |                                                                                                          
| |      | None.                                                                                                    
| |      |                                                                                                          
| | 12.  | Statement re: computation of ratios.                                                                     
| |      |                                                                                                          
| |      | Not applicable.                                                                                          
| |      |                                                                                                          
| | 13.  | Annual report to security holders,
  Form 10-Q or quarterly report to security holders.                  
| |      |                                                                                                          
| |      | Not applicable.                                                                                          
| |      |                                                                                                          
| | 16.  | Letter re: change in certifying accountant.                                                              
| |      |                                                                                                          
| |      | Not applicable.                                                                                          
| |      |                                                                                                          
| | 18.  | Letter re: change in accounting principles.                                                              
| |      |                                                                                                          
| |      | Not applicable.                                                                                          
| |      |                                                                                                          
| | 21.  | Subsidiaries of the registrant.                                                                          
| |      |                                                                                                          
| |      | The Company has one subsidiary, Coastal Petroleum
  Company, a Florida corporation which is 58.45% owned.
| |      |                                                                                                          
| | 22.  | Published report regarding matters submitted to vote
  of security holders.                              
| |      |                                                                                                          
| |      | Not applicable.                                                                                          
| |      |                                                                                                          
| | 23.  | Consent of experts and counsel.                                                                          
| |      |                                                                                                          
| | 23.1 | Consent of Ernst & Young LLP.                                                                            
| |      |                                                                                                          
| | 23.2 | Consent of James, Moore & Co., P.L.                                                                      

6

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| |     |                   
| | --- | ------------------
| | 24. | Power of attorney.

|  |      |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                           
|- | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |      | Not applicable.                                                                                                                                          
|  |      |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                           
|  | 31.1 | Certification of Chief Executive Officer Required by
  Rule 13a-14(a)-15d-14(a) under the Exchange Act                                                   
|  |      |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                           
|  | 31.2 | Certification of Chief Accounting and Financial
  Officer Required by Rule 13a-14(a)-15d-14(a) under the Exchange Act                                    
|  |      |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                           
|  | 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as
  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by
  Phillip W. Ware   
|  |      |                                                                                                                                                          
|  | 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as
  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 executed by
  Kenneth M. Cornell
|  |      |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                           
|  | 99.  | Additional exhibits.                                                                                                                                     
|  |      |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                           
|  |      | 99.1                                                                                                                                                      | The decision Coastal Petroleum Company v. Florida
  Wildlife Federation et. al. of the First District Court of Appeal dated
  October 6, 1999 (St. George Island permit application case), is incorporated
  by reference to Exhibit 99(a) to the Companys Current Report on Form 8-K
  filed on October 7, 1999 (File Number 001-04668).                                                                
|. |      |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                           
|  |      | 99.2                                                                                                                                                      | Complaint, filed January 16, 2001 in the Leon County
  Circuit Court, Coastal Petroleum Company, Plaintiff vs. State of Florida,
  Department of Environmental Protection, and Board of Trustees of the Internal
  Improvement Fund, Defendants, is incorporated by reference to Exhibit 99(a)
  to the Companys Current Report on Form 8-K filed on January 18, 2001 (File
  Number 001-04668).         
|  |      |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                           
|  |      | 99.3                                                                                                                                                      | The final judgment in the Leon County Circuit Court,
  Coastal Petroleum Company, Plaintiff vs. State of Florida, Department of
  Environmental Protection, and Board of Trustees of the Internal Improvement
  Fund, Defendants, dated November 15, 2002 is incorporated by reference to
  Exhibit 99.1 to the Companys Current Report on Form 8-K filed on November
  18, 2002 (File Number 001-04668).
|  |      |                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                           
|  |      | 99.4                                                                                                                                                      | The Appellant Decision of the First District Court
  of Appeal, Coastal Petroleum Company, Appellant vs. State of Florida,
  Department of Environmental Protection, and Board of Trustees of the Internal
  Improvement Fund, Appellees, dated December 3, 2003.                                                                                                                                         

7

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SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this amended report to be signed on its
behalf by the undersigned, thereunto duly authorized.

| |                                           |                                | 
| | ----------------------------------------- | ------------------------------ | 
| | COASTAL
  CARIBBEAN OILS & MINERALS, LTD.
| | (Registrant)                             
| |                                           |                               
| | By:                                       | /s/ Phillip W. Ware           
| |                                           |                                | 
| |                                           | Phillip W. Ware, President and
| |                                           | Chief Executive Officer       

Dated: July 25, 2005

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the date indicated.

|                          |                                      |                            |  |  |                             | 
|------------------------- | ------------------------------------ | -------------------------- |  |  | --------------------------- | 
|By: /s/ Phillip W. Ware   |                                      | By: /s/ Kenneth M. Cornell
|                          |                                      |                            |  |  |                             | 
|                          | Phillip W. Ware                      |                            |  |  | Kenneth M. Cornell         
|                          | President, Treasurer, Director
  and |                            |  |  | Chief Financial Officer and
|                          | Chief Executive Officer              |                            |  |  | Chief Accounting  Officer  
|                          |                                      |                           
|Dated: July 25, 2005      |                                      | Dated: July 25, 2005      
|                          |                                      |                           
|By: /s/ Robert J. Angerer |                                      |                           
|                          |                                      |                            |  | 
|                          | Robert J. Angerer                    |                            |  | 
|                          | Director                             |                            |  | 
|                          |                                      |                            |  | 
|Dated: July 25, 2005      |                                      |                            | 

INDEX TO EXHIBITS

Exhibit No.

| |      |                                                              
| | ---- | -------------------------------------------------------------
| | 31.1 | Certification pursuant to Rule 13a-14 by Phillip W.
  Ware   
| |      |                                                              
| | 31.2 | Certification pursuant to Rule 13a-14 by Kenneth M.
  Cornell
| |      |                                                              
| | 32.1 | Certification pursuant to Section 906 by Phillip W.
  Ware   
| |      |                                                              
| | 32.2 | Certification pursuant to Section 906 by Kenneth M.
  Cornell

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