**EXHIBIT
      10(j)**





**COASTAL
      CARIBBEAN OILS & MINERALS LTD.**





**Financial
      Code of Ethics**





Effective
      as of December 20, 2005





This
      Financial Code of Ethics (this “Financial Code”) of Coastal Caribbean Oils &
Minerals Ltd. (the “Company”) was adopted by the Board of Directors of the
      Company (the “Board”) effective as of the date set forth above. This Financial
      Code sets forth the ethical principles by which the chief executive officer,
      chief financial officer and controller or principal accounting officer or,
      if no
      person holds any of such offices, the person or persons performing similar
      functions (the “Senior Financial Officers”) are expected to conduct themselves
      when carrying out their duties and responsibilities. The Senior Financial
      Officers also must comply with the Company’s Corporate Code of Business Conduct
      and Ethics.





**Ethical
      Principles**





In
      carrying out his or her duties to and responsibilities for the Company, each
      Senior Financial Officer shall:





!
            act
                ethically with honesty and integrity, including the ethical handling
                of
                actual or apparent conflicts of interest between personal and professional
                relationships;





Avoid
      conflicts of interest by:





!
            disclosing
                to the Audit Committee of the Board any material transaction or
                relationship that reasonably could be expected to give rise to such
                a
                conflict; and


!
            complying
                with the procedures, limitations, additional disclosure and reporting
                obligations and other requirements that the Audit Committee may establish
                to mitigate or eliminate the conflict of interest or its effects
                on the
                Company;


!
            provide
                full, fair, accurate, timely and understandable disclosure in reports
                and
                documents that the Company files with, or submits to, the United
                States
                Securities and Exchange Commission and in other public communications
                that
                the Company makes;


!
            comply
                in all material respects with all applicable laws, rules and regulations
                of national, state, provincial and local
                governments;


!
            act
                in good faith, responsibly, with due care and diligence, without
                misrepresenting material facts or allowing his or her independent
                judgment
                on behalf of the Company to be subordinated to other interests; and


!
            promote
                ethical behavior by others in the work environment.










**Waivers**





Consents
      obtained pursuant to this Financial Code, or waivers of any provision of this
      Financial Code, shall be made only by the Nominating & Corporate Governance
      Committee of the Board; provided that such committee may defer such matters
      to
      the full Board. Persons seeking a waiver should be prepared to disclose all
      pertinent facts and circumstances, respond to inquiries for additional
      information, explain why the waiver is necessary, appropriate, or in the best
      interests of the Company, and comply with any procedures that may be required
      to
      protect the Company in connection with a waiver. **If
      a waiver of this Financial Code is granted, appropriate disclosure will be
      made
      promptly in accordance with applicable laws, rules and
      regulations.**





**Compliance
      Procedures**





Enforcement
      of sound ethical standards is the responsibility of every employee and director
      of the Company. Violations and reasonable suspicions of violations of this
      Financial Code should be reported promptly to the Audit Committee of the Board.
      The reporting person should make full disclosure of all pertinent facts and
      circumstances, taking care to distinguish between matters that are certain
      and
      matters that are suspicions, worries or speculation, and also taking care to
      avoid premature conclusions or alarmist statements since the situation may
      involve circumstances unknown to the reporting person. The Company does not
      permit retaliation of any kind for good faith reports of possible ethical
      violations. Persons making a report knowing it is false or willfully
      disregarding its truth or accuracy, or engaging in any other bad faith use
      of
      the reporting system, are in violation of the Company’s Corporate Code of
      Business Conduct and Ethics.





Each
      employee and each director of the Company shall be provided a copy of this
      Financial Code. Each Senior Financial Officer who is not also a member of the
      board of directors shall sign a written affirmation acknowledging that such
      Senior Financial Officer has received and read this Financial Code and
      understands it contents. The affirmation may be separate from or included within
      another affirmation or acknowledgment relating to codes of conduct and ethics,
      employee manuals, handbooks or other materials supplied to Senior Financial
      Officers. Any employee or director to whom this Financial Code has been provided
      may be required, from time to time, to sign a written affirmation stating that
      such person: (a) has received and read this Financial Code and understands
      its
      contents; and (b) has no knowledge of any violation of this Financial Code
      that
      has not been communicated previously to the Audit Committee of the Board.





**Violations**





Each
      person is accountable for his or her compliance with this Financial Code.
      Violations of this Financial Code may result in disciplinary action against
      the
      violator, including counseling, oral or written reprimands, warnings, probation
      or suspension without pay, demotions, reductions in salary, termination of
      employment or restitution. Each case will be judged on its own merits.








**Amendments**





The
      Board
      may amend this Financial Code at any time, consistent with the requirements
      of
      applicable laws, rule and regulations. Any amendments to this Financial Code
      must be promptly disclosed in accordance with such requirements.