UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K


(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, 1999
                                   ---------------------------------------------

                                                                  OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the transition period from                     to

                          Commission file number 1-4668

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

                        BERMUDA                                   NONE
            State or other jurisdiction of                  (I.R.S. Employer
             incorporation or organization                 Identification No.)

              Clarendon House
              Church Street
                  Hamilton, Bermuda                               HM 11
       (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code            (441) 295-1422
                                                 -------------------------------

Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of each exchange on
                  Title of each class                      which registered

        Common stock, par value $.12 per share           Boston Stock Exchange

                 Securities  registered pursuant to Section 12(g) of the Act:


                                      NONE
                                (Title of Class)



<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  $46,275,000  (U.S.) at January 11, 2000.

         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 1, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Proxy Statement of Coastal  Caribbean Oils & Minerals,  Ltd. related to
the Annual Meeting of Shareholders  for the fiscal year ended December 31, 1999,
which is incorporated into Part III of this Form 10-K.


<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

                                     PART I

Item 1.    Business                                                           4

Item 2.    Properties                                                        10

Item 3.    Legal Proceedings                                                 13

Item 4.    Submission of Matters to a Vote of Security Holders               17

                                     PART II

Item 5.    Market for the Company's Common Stock and Related
           Stockholder Matters                                               18

Item 6.    Selected Consolidated Financial Information                       20

Item 7.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                         21

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk        24

Item 8.    Financial Statements and Supplementary Data                       25

Item 9.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                               43

                                    PART III

Item 10.   Directors and Executive Officers of the Company                   43

Item 11.   Executive Compensation                                            43

Item 12.   Security Ownership of Certain Beneficial Owners and Management    43

Item 13.   Certain Relationships and Related Transactions                    43

                                     PART IV

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K   44

---------------------------

All monetary figures set forth are expressed in United States currency.



<PAGE>


                                     PART I

Item 1.  Business

         (a)      General Development of Business.

                  Coastal  Caribbean  Oils & Minerals,  Ltd.  (the  "Company" or
"Coastal  Caribbean"),  a Bermuda  corporation,  is engaged through its majority
owned  subsidiary in the exploration  for oil and gas reserves.  At December 31,
1999,  Coastal  Caribbean's  principal  asset was its 59 1/4 %  interest  in its
subsidiary, Coastal Petroleum Company ("Coastal Petroleum"). Coastal Petroleum's
principal  assets are its  nonproducing  oil, gas and mineral leases and royalty
interests  in the State of Florida.  Coastal  Petroleum  has made no  commercial
discoveries  on the lands  covered by these  leases.  At December  31,1999,  the
amount of unproved  oil, gas and mineral  properties  totaled $4.8 million which
costs the Company expects to recover.

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

                  In  1990,  the  State  of  Florida  enacted  legislation  that
prohibits  drilling or exploration for oil or gas on Florida's offshore acreage.
Although the law does not apply to areas where Coastal  Petroleum is entitled to
conduct  exploration,  the  State  of  Florida  has  effectively  prevented  any
exploratory drilling by denying the Company's  application for drilling permits.
In addition, in those areas where Coastal Petroleum has only a royalty interest,
the law also  effectively  prohibits  production  of oil and gas,  rendering  it
impossible for Coastal Petroleum to collect  royalties from those areas.  During
1998,  Coastal  Petroleum  exhausted its legal remedies in its efforts to obtain
compensation for the drilling prohibition on its royalty interest acreage.

                  Coastal  Petroleum has been  involved in various  lawsuits for
many years.  Coastal Petroleum's  current litigation (the "Florida  Litigation")
involves two basic claims : whether Coastal  Petroleum may obtain an oil and gas
exploration  drilling permit and the amount of the required surety in connection
with any  drilling,  and  whether  the  denial  of a permit  is a taking  of its
property. In addition,  Coastal Caribbean is a party to one additional action in
which Coastal  Caribbean claims that certain of its royalty  interests have been
confiscated by the State.  During 1999, the Company actively pursued the Florida
Litigation.

                  On October 6, 1999, the Florida First District Court of Appeal
ruled that the DEP has the authority to deny Coastal Petroleum's drilling permit
for its St. George Island  prospect,  provided that Coastal  Petroleum  receives
just  compensation  for what has been  taken.  The State of Florida  and certain
Florida  environmental  groups  filed on  November  1, 1999 a joint  motion  for
clarification, rehearing, or certification with respect to that decision, asking
the Court of Appeal,  among  other  things,  to clarify  that the  questions  of
whether  there  has  been a taking  of  Coastal  Petroleum's  leases  should  be
determined  in the  Circuit  Court.  A  decision  by the Court of Appeal on that
motion is pending.

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

                  In order to fully  permit  the  Apalachicola  Reef Play  which
includes the St. George Island prospect,  on October 29, 1998 Coastal  Petroleum
filed four additional  permits  (1310-1313).  The DEP also requested  additional
data for these permits.  These applications are awaiting a decision of the First
District Court of Appeal  regarding the twelve permit  applications'  case as to
the DEP's use of unadopted  rules to require  additional  data.  The permits are
also dependent on the DEP's current rule making regarding offshore drilling.

                  During December 1998, the DEP began the administrative process
to adopt new rules regarding offshore drilling in Florida. Coastal Petroleum who
holds the only leases  offshore  and other  interested  parties  have  submitted
comments. The DEP is still in the process of drafting the new rules.

See Item 3."Legal Proceedings" for a more complete discussion of the litigation.

         (b)      Financial Information About Industry Segments.

                  Because the Company is engaged in only one  industry,  namely,
oil, gas and mineral exploration and development, this item is not applicable to
the  Company.  See  Item 8 for  general  financial  information  concerning  the
Company.

         (c)      Narrative Description of the Business.

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

                  Coastal Petroleum caused oil and gas exploration to take place
on its leases prior to the  beginning of  litigation  in 1968 but has  conducted
more limited exploration since that time. The amount of exploration expenditures
during  the  years  1999,  1998 and 1997 was  $45,000,  $371,000  and  $504,000,
respectively.   Coastal   Petroleum   believes  all  drilling  and   exploration
obligations imposed by its leases have been satisfied to date. No commercial oil
or gas discoveries have been made on these  properties;  therefore,  the Company
has no proved  reserves  of oil and gas and has had no  production.  See Item 2.
"Properties."

                  (i)      Principal Products.

                           Not applicable.

                  (ii)     Status of Product or Segment.

                           Not applicable.

                  (iii)    Raw Materials.

                           Not applicable.

                  (iv)     Patents, Licenses, Franchises and Concessions Held.

                           See Item 2. "Properties."

                           The acreage covered by Coastal  Petroleum's leases is
located for the most part along offshore areas on the
Gulf Coast of Florida and in submerged and unsubmerged lands under certain bays,
inlets,  riverbeds and lakes, of which Lake  Okeechobee is the largest.  Coastal
Petroleum  currently  makes an annual  lease  payment of $59,247 to the State of
Florida.

                  (v)      Seasonality of Business.

                           The Company's business is not seasonal.

                  (vi)     Working Capital Items.

                           The  majority of the  Company's  current  assets are
 in the form of cash and cash  equivalents.  See Item 8.  "Financial Statements
 and Supplementary Data."

                  (vii) Customers.

                           Not applicable.

                  (viii) Backlog.

                           Not applicable.

                  (ix)     Renegotiation  of Profits or Termination of Contracts
                           or Contract or  Subcontracts  at the  Election of the
                           Government.

                           Not applicable.

                  (x)      Competitive Conditions in the Business.

                           Competition  in the oil and gas industry is intense.
The Company must  compete  with  companies  which have substantially greater
resources available to them. In addition,  the industry as a whole must compete
with other  industries  in  supplying  the energy needs of commerce and the
general  public.  Furthermore,  competitive  conditions  may be substantially
affected by energy  legislation which may be adopted from time to time. It is
not possible to predict the nature of any such legislation which may ultimately
be adopted or its effects upon the future operations of the Company.

                  (xi)     Research and Development.

                           Not applicable.

                  (xii) Environmental Regulation.

                           The  operations  of Coastal  Caribbean  and its right
to obtain  interests in and hold  properties  or to do business may be affected
to an  unpredictable  extent by limitations  imposed by the laws and regulations
which are now in effect or which may be adopted by the jurisdictions  in which
the Company  carries on its business.  Further  measures that  have  been or
might  be  imposed  include  increased  bond  requirements, conservation,
proration,  curtailment,  cessation or other forms of limiting or controlling
production of hydrocarbons or minerals, as well as price controls or rationing
or other similar  restrictions.  In particular,  environmental control and
energy conservation laws and regulations adopted by federal, state and local
authorities  may  have to be  complied  with  by  leaseholders  such as  Coastal
Petroleum  (see  Item 3 "Legal  Proceedings"  for a  discussion  of the  Florida
Litigation). It is not possible to predict the nature of any further legislation
or  regulation  that might  ultimately be adopted or its effects upon the future
operations of Coastal Caribbean or Coastal Petroleum.

                  (xiii)   Number of Persons Employed by Registrant.

                           The Company  currently has two employees.  The
Company relies heavily on consultants for legal,  accounting, geological and
administrative  services. The Company uses consultants because it is more cost
effective than employing a larger full time staff.

         (d)      Financial Information About Foreign and Domestic Operations
                  and Export Sales.

                  (1)      Identifiable Assets.

                           All of the  Company's  assets are  located in the
United  States.  See Item 1(a)  "General  Development  of Business."

                           Since the Company is a  development  stage  company,
the  balance of the  information  required  under this paragraph is not
applicable to the Company.  See Item 8.

                  (2)      Risks Attendant to Foreign Operations.

                           Not applicable.

                  (3)  Data  which  are not  Indicative  of  Current  or  Future
Operations.

                           Not applicable.


<PAGE>










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



             Map showing Coastal Lease Areas in the State of Florida



<PAGE>


Item 2.  Properties

Properties

         Coastal  Petroleum,  a  Florida  corporation,   holds  certain  working
interests in  nonproducing  oil, gas and mineral leases  covering  approximately
1,250,000 acres, and a royalty interest in approximately 2,450,000 acres, in and
offshore the State of Florida.  No commercial oil or gas  discoveries  have been
made on the  properties  covered by these  leases and Coastal  Petroleum  has no
proved reserves of oil or gas and has had no significant production. At December
31, 1999,  the amount of unproved oil, gas and mineral  properties  totaled $4.8
million which costs the Company expects to recover.

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

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

         Under the terms of the 1976 settlement agreement, the two leases (224-A
and 224-B) bordering the Gulf Coast were divided into three areas,  each running
the entire length of the coastline from Apalachicola Bay to the Naples area: (1)
The inner area,  including rivers,  bays, and harbors,  extends seaward from the
Florida shoreline a distance of 4.36 statute miles (5,280 feet per statute mile)
into the Gulf,  covers  approximately  2.25 million  acres,  and is subject to a
royalty interest payable to Coastal Petroleum. This interest is a 6 1/4% royalty
on the  wellhead  value of all oil and gas,  25  cents  per long ton on  sulfur,
receivable in cash or in kind at Coastal Petroleum's option, and a 5% royalty on
production  or the market value of other  minerals.  (2) The middle area,  three
statute miles wide and covering more than 800,000 acres, was released by Coastal
Petroleum to the Trustees,  and Coastal Petroleum has no further interest in the
area.  (3)  Coastal  Petroleum  presently  owns a 100%  working  interest in the
outside  area,  which  extends  seaward an  additional  three  statute miles and
borders federal offshore acreage.  This area,  exceeding 800,000 acres,  remains
subject to royalties  payable to the State of Florida of 12 1/2% on oil and gas,
$.50 per long ton of sulfur and 10% on other minerals.  The Florida  legislature
has enacted statutes designed to protect the Big Bend Seagrass Aquatic Preserve,
an area  covering  approximately  one  quarter  of Coastal  Petroleum's  working
interest area.  However,  the legislation and legislative  history recognize and
preserve Coastal Petroleum's prior rights as granted by the leases.

         Coastal  Petroleum retains a 100% working interest in 450,000-acre Lake
Okeechobee  which is a part of Lease 248 and which is also  subject to royalties
payable to the State of Florida of 12 1/2% on oil and gas,  $.50 per long ton of
sulfur and 10% on other  minerals.  Pursuant to its settlement with the State of
Florida in 1976, Coastal Petroleum agreed not to conduct  exploration,  drilling
or mining operations on Lake Okeechobee without the prior approval of the State.
As to the balance of this lease,  covering  approximately 200,000 acres, Coastal
Petroleum  retains royalty  interests of 6 1/4% on oil, gas and sulfur and 5% on
other minerals.

         Under the 1976 settlement agreement with the Trustees, the three leases
have a term of 40 years  beginning  from January 6, 1976 and require the payment
of an annual  rental of $59,247;  if oil, gas or minerals are being  produced in
economically sustainable quantities at January 6, 2016, these operations will be
allowed to  continue  until they  become  uneconomic.  Further,  the  settlement
agreement  provides that the drilling  requirements shall be governed by Chapter
20680, Laws of Florida,  Acts of 1941, and that all other drilling  requirements
are waived.  Under the 1941 Act, a lessee is required to drill at least one test
well on lands  leased in each  five-year  period  under  the term of the  lease.
Coastal   Petroleum   believes  it  is  current  in   fulfilling   its  drilling
requirements.

         See Item 3.  "Legal  Proceedings"  for a  discussion  of the  impact
of the  current  status  of the  Florida  Litigation  on exploration activities.

         The following charts reflect the acreage and annual rental  obligations
resulting  from  the  1976  settlement  agreement  with  the  Trustees  and  the
approximate acreage under lease at December 31, 1999:

                         Current                   Current               Current
                         Working                   Royalty                Annual
Lease                    Interest                  Interest               Rental
224-A and 224-B          800,000                  2,250,000              $39,261
248                      450,000                    200,000               19,986
                       ---------                  ---------             --------
                       1,250,000                  2,450,000              $59,247
                       =========                  =========              =======

                    Acreage under lease at December 31, 1999

                           Gross Acres (*)                 Net Acres (**)
                   Undeveloped      Developed      Undeveloped       Developed
Working interest    1,250,000         -0-           1,250,000           -0-
Royalty interest    2,450,000         -0-             153,125           -0-
                    ---------        -----           --------          -----
    Total           3,700,000         -0-           1,403,125           -0-
                    =========     ============      =========       ============

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

Disclosure Concerning Oil and Gas Operations.

         Since the  properties in which the Company has interests are
undeveloped  and  nonproducing,  items 2 through 4 of Securities Exchange Act
Industry Guide 2 are not applicable.

(5)      Undeveloped Acreage.

         The  Company's  undeveloped  acreage  as of  December  31,  1999 was as
follows:

                                            Gross Acres           Net Acres

          Working Interest                    1,250,000           1,250,000
          Royalty Interest                    2,450,000             153,125
                                              ---------            --------

          Total                               3,700,000           1,403,125
                                              =========           =========

(6)       Drilling Activity.

          No drilling  has taken place since June 1987 when one shallow
mineral test well was drilled on lease 224-A and one test well was drilled on
lease 224-B.

(7)       Present Activities.

          None

 (8)      Delivery Commitments.

          None.

<PAGE>


Item 3.           Legal Proceedings

         Coastal Petroleum has been involved in various lawsuits for many years.
Coastal Petroleum's current litigation (the "Florida  Litigation")  involves two
basic claims:  whether  Coastal  Petroleum may obtain an oil and gas exploration
drilling  permit and the amount of the required  surety in  connection  with any
drilling,  and  whether the denial of a permit is a taking of its  property.  In
addition,  Coastal  Caribbean  is a party to  another  action  in which  Coastal
Caribbean claims that certain of its royalty  interests have been confiscated by
the State. During 1999, the Company actively pursued the Florida Litigation.

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

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

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

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

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

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

         On  October  6,  1999,  the Court of Appeal  ruled that the DEP has the
authority to deny Coastal Petroleum's  drilling permit for its St. George Island
prospect,  provided that Coastal  Petroleum  receives just compensation for what
has been taken.  The State of Florida and certain Florida  environmental  groups
filed on  November  1, 1999 a joint  motion  for  clarification,  rehearing,  or
certification with respect to that decision,  asking the Court of Appeal,  among
other things, to clarify that the question of whether there has been a taking of
Coastal Petroleum's leases should be determined in the Circuit Court. A decision
by the Court of Appeal on that motion is pending.

2. Coastal  Petroleum  Company v. State of Florida,  Department of Environmental
Protection  (DOAH  Case  Nos.  98-1901-1912).  (DCA  Case  1999-2112)  12 Permit
Applications.

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

         In order to fully permit the Apalachicola  Reef Play which includes the
St. George Island  prospect on October 29, 1998,  Coastal  Petroleum  filed four
additional permits (1310-1313). The DEP also requested additional data for these
permits.  These applications  awaiting a decision of the First District Court of
Appeal  regarding the twelve permit  applications'  case, as to the DEP's use of
unadopted  rules to require  additional  data. The permits are also dependent on
the DEP's current rule making regarding offshore drilling.

         During December 1998, the DEP began the administrative process to adopt
new rules regarding  offshore  drilling in Florida.  Coastal Petroleum who holds
the only leases offshore and other interested  parties have submitted  comments.
The DEP is still in the process of drafting the new rules.

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

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

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

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

Counsel

         Mr. Robert J. Angerer of Tallahassee,  Florida is Coastal Petroleum's
principal trial counsel in the Florida Litigation.  Mr. Angerer,  age 53, is a
graduate of the University of Michigan  (B.S.E.  1969) and received his law
degree with high honors from Florida State University in 1974.

Fee Arrangements

         In connection with the Florida  Litigation against the State of Florida
described  herein,  Coastal  Petroleum has agreed to pay the following firms, in
addition to their charges on a time spent basis, a total of 5.25 % in contingent
fees based upon any net recovery from execution on or  satisfaction  of judgment
or from settlement of such lawsuit as follows:

                                                    Percent of net recovery
                  Robert J. Angerer                          1.50
                  Other counsel                              3.75
                                                             ----
                  Total                                      5.25
                                                             ====

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

Uncertainty

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


<PAGE>


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

                  None.

Executive Officers of the Company

          The following  information  with respect to the executive  officers of
the Company is furnished  pursuant to Instruction 3 to Item 401(b) of Regulation
S-K.

                                                              Other Positions
                            Office        Length of Service    Held With The
       Name         Age      Held           as an Officer        Company

Benjamin W. Heath   85     President          Since 1953         Director

Phillip W. Ware     50     Vice President     Since 1982         Director,
                                                                President of
                                                               Coastal Petroleum

James R. Joyce      59     Treasurer,         Since 1994    Secretary/Treasurer
                           Assistant Secretary              of Coastal Petroleum
                           and Chief Financial Officer

         All  officers  of the  Company  are  elected  annually  by the Board of
Directors and serve at the pleasure of the Board of Directors.

         The Company is not aware of any arrangements or understandings  between
any of the  individuals  named  and any  other  person  pursuant  to  which  any
individual named above was selected as an officer.



<PAGE>


                                     PART II

Item 5.  Market for the Company's Common Stock and Related
                  Stockholder Matters

         (a)      Market Information.

                  The  principal  market for the  Company's  common stock is the
Boston  Stock  Exchange.  The  quarterly  high and low  closing  prices  on that
exchange during the last two years were as follows:

--------------------------------------------------------------------------------

1999      1st quarter         2nd quarter         3rd quarter        4th quarter
----      -----------         -----------         -----------        -----------

High         1.88                2.00                1.81               2.06
Low          1.00                1.50                1.31               1.06
--------------------------------------------------------------------------------

1998      1st quarter         2nd quarter         3rd quarter        4th quarter
----      -----------         -----------         -----------        -----------

High         2.88                3.50                1.81               1.56
Low          1.50                1.56                1.00               1.06
--------------------------------------------------------------------------------

         (b)      Holders.

                  The  approximate  number of record  holders  of the  Company's
common stock at February 1, 2000 was approximately 9,200.

         (c)      Dividends.

                  The Company has never paid a dividend on its capital stock and
will be unable to do so until its accumulated  deficit($27,362,000 at December
31, 1999) is eliminated.

                  The Company's  Memorandum of  Association  and Bye-laws do not
permit the Company to repurchase or redeem shares of its common stock.

         (d)      Recent Sales of Unregistered Securities.

                  None.


<PAGE>


         Foreign Exchange Control Regulations

                  The Company is subject to the  applicable  laws of The Islands
of Bermuda relating to exchange  control,  but has the permission of the Foreign
Exchange  Control of Bermuda to carry on business  in, to receive,  disburse and
hold United States  dollars and dollar  securities  under its  designation as an
External  Account  Company.  The Company has been  advised  that,  although as a
matter of law it is possible for such designation to be revoked, there is little
precedent for revocation under Bermuda law.

         Taxes

                  Coastal Caribbean is a Bermuda corporation.  Bermuda currently
imposes  no taxes on  corporate  income or  capital  gains  realized  outside of
Bermuda. Any amounts received by Coastal Caribbean from United States sources as
dividends,  interest,  or other fixed or determinable  annual or periodic gains,
profits and income,  will be subject to a 30% United States  withholding tax. In
addition,  any dividends from its domestic subsidiary,  Coastal Petroleum,  will
not be eligible for the 100% dividends received deduction, which is allowable in
the case of a United  States parent  corporation.  Shares of the Company held by
persons  who are  citizens  or  residents  of the United  States are  subject to
federal estate and gift and local inheritance  taxation.  Any dividends received
by such  persons  will also be  subject  to  federal,  State  and  local  income
taxation.  The foregoing rules are of general  application only, and reflect law
in force as of the date of this report.

                  A convention  between Bermuda and the United States relating
to mutual  assistance on tax matters became operative in 1988.



<PAGE>


Item 6.  Selected Consolidated Financial Information

         The  following  selected  consolidated  financial  information  for the
Company  insofar as it  relates  to each of the five  years in the period  ended
December 31, 1999 has been extracted from the Company's  consolidated  financial
statements.

<TABLE>
<CAPTION>
                                           1999            1998             1997             1996            1995
                                           ($)              ($)              ($)             ($)              ($)

<S>                                      <C>             <C>              <C>              <C>               <C>
Net loss                                 (1,105,000)     (1,155,000)      (1,611,000)      (1,148,000)       (880,000)
                                         ===========     ===========      ===========      ===========       =========

Common stock shares outstanding          40,056,000      40,056,000       40,056,000       37,478,000      33,364,000
                                         ==========      ==========       ==========       ==========      ==========
Net loss per share
(Basic and Diluted)                            (.03)          (.03)           (.03)            (.04)            (.03)
                                          =========       =========        =========        =========      ==========
Cash and securities available             1,042,000       2,181,000        3,749,000        5,789,000         308,000
                                          =========       =========        =========        =========      ==========
Cost associated with leasehold
  Interests in oil, gas and
  mineral properties (unproved)           4,760,000       4,736,000        4,395,000        3,944,000       3,689,000
                                          =========       =========        =========        =========       =========
Total assets                              6,207,000       7,311,000        8,462,000       10,021,000       4,128,000
                                          =========       =========        =========       ==========       =========
Shareholders' equity:
  Common stock                            4,807,000       4,807,000        4,807,000        4,805,000       4,004,000
  Capital in excess                      28,693,000      28,693,000       28,693,000       28,443,000      22,395,000
  Accumulated deficit                   (27,362,000)    (26,256,000)     (25,102,000)     (23,490,000)    (22,342,000)
                                        ------------    ------------     ------------     ------------    ------------
Total shareholders' equity                6,138,000       7,244,000        8,398,000        9,758,000       4,057,000
                                          =========       =========        =========        =========       =========
</TABLE>


<PAGE>


Item 7.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

(1)      Liquidity and Capital Resources

         Statements   included  in  Management's   Discussion  and  Analysis  of
Financial Condition and Results of Operations which are not historical in nature
are intended to be, and are hereby  identified as, "forward looking  statements"
for  purposes  of the  "Safe  Harbor  Statement"  under the  Private  Securities
Litigation Reform Act of 1995. The Company cautions readers that forward looking
statements  are  subject to certain  risks and  uncertainties  that could  cause
actual results to differ  materially from those indicated in the forward looking
statements. Among the risks and uncertainties are:

         1.       the uncertainty of any decision favorable to Coastal Petroleum
                  in its litigation against the State of Florida;

         2.       the substantial cost of continuing the litigation;

         3.       the  uncertainty  of obtaining  the  financing  which would be
                  necessary to fund the litigation against the State of Florida.

         The Company's  principal  assets are oil, gas, and mineral leases,  the
costs of which total $4.8 million at December 31, 1999. As more fully  described
in Notes 1 and 5 to the  consolidated  financial  statements,  the Company has a
limited  amount of working  capital,  has incurred  recurring  losses and has an
accumulated  deficit.  The  Company  has been and  continues  to be  involved in
several  legal  proceedings  against the State of Florida  which has limited the
Company's ability to commence development activities on its unproved oil and gas
properties or obtain  compensation  for certain property rights it believes have
been taken. These situations raise substantial doubt about the Company's ability
to continue as a going concern. The Company's consolidated financial statements
do not include any  adjustments  to reflect the possible  future  effects on the
recoverability  and  classification  of assets or amounts and  classification of
liabilities that may result from the outcome of this uncertainty.

                              Short Term Liquidity

         At December 31 1999,  Coastal Caribbean had approximately  $1.1 million
of cash and  securities  available  and this amount should be sufficient to fund
the Company's  operations in the year 2000.  These funds are expected to be used
for  general  corporate  purposes,   including  any  required   exploration  and
development and to continue the litigation against the State of Florida.




<PAGE>


                               Long Term Liquidity

         The Company is currently  spending  approximately  $400,000 annually on
the Florida  Litigation.  In order to continue  the  litigation  and operate the
Company beyond the year 2000, the Company  believes it will be necessary for the
Company to obtain additional capital either from Coastal  Caribbean's or Coastal
Petroleum's shareholders.

         The  Company's  oil and  gas  properties  are  currently  unproved  and
undeveloped.  The Company  had  applied for a drilling  permit from the State of
Florida to drill an  exploratory  well (the St. George  Island  prospect) in the
water near Apalachicola,  Florida. The State of Florida resisted the issuance of
a drilling permit. On October 6, 1999,  Florida's First District Court of Appeal
ruled that Florida's Department of Environmental Protection has the authority to
deny Coastal  Petroleum's  drilling  permit for its St. George Island  prospect,
provided that Coastal  receives just  compensation  for what has been taken. The
State of Florida and certain Florida  environmental  groups filed on November 1,
1999 a joint motion for clarification,  rehearing, or certification with respect
to that  decision,  asking the Court of Appeal,  among other things,  to clarify
that the  question  or whether  there has been a taking of  Coastal  Petroleum's
leases  should be determined  in the Circuit  Court.  A decision by the Court of
Appeal on that motion is pending.  In the event that the Court of Appeal affirms
its decision and Coastal Petroleum  commences an inverse  condemnation action in
the Circuit Court to be compensated for the value of Lease 224A, the cost of the
litigation  would be  substantial  and  would  require  the  Company  to  obtain
additional capital.



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


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

(2)      Results of Operations

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


<PAGE>


1999 vs. 1998

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

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

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

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

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

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

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

1998 vs. 1997

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

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

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

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

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

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

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

         The Company  does not have any  significant  exposure to market risk as
the only market risk  sensitive  instruments  are its  investments in marketable
securities.  At December 31, 1999,  the carrying value of such  investments  was
approximately  $391,000,  the fair  value was  $391,000  and the face  value was
$400,000.



<PAGE>


Item 8.  Financial Statements and Supplementary Data


                         REPORT OF INDEPENDENT AUDITORS

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

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Coastal
Caribbean Oils & Minerals, Ltd. (a development stage company) as of December 31,
1999 and 1998,  and the related  consolidated  statements  of  operations,  cash
flows,  and  common  stock and  capital  in excess of par value  from  inception
(January  31,  1953) to December 31, 1999 and for each of the three years in the
period  ended   December  31,  1999.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Coastal
Caribbean  Oils &  Minerals,  Ltd.  at  December  31,  1999  and  1998,  and the
consolidated  results  of its  operations  and its  cash  flows  from  inception
(January  31,  1953) to December 31, 1999 and for each of the three years in the
period  ended  December 31,  1999,  in  conformity  with  accounting  principles
generally accepted in the United States.

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



                                                         /s/ Ernst & Young LLP



Stamford, Connecticut
January 14, 2000



<PAGE>


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

                           CONSOLIDATED BALANCE SHEETS
                           (Expressed in U.S. dollars)
<TABLE>
<CAPTION>
                                                                                             December 31,
<S>                                                                                   <C>                    <C>
                                                                                      1999                   1998
                                ASSETS
Current assets:
  Cash and cash equivalents                                                    $     651,124          $      52,480
  Accounts receivable                                                                 25,583                 52,634
  Marketable securities                                                                    -                828,839
  Prepaid expenses                                                                   352,089                314,280
                                                                                  ----------             ----------
          Total current assets                                                     1,028,796              1,248,233
                                                                                   ---------              ---------
Marketable securities                                                                390,941              1,300,000
Unproved oil, gas and mineral properties (full cost
  method)                                                                          4,759,532              4,735,619
Other                                                                                 27,445                 27,198
                                                                             ---------------        ---------------
Total assets                                                                    $  6,206,714           $  7,311,050
                                                                                ============           ============
                 LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities                                    $       68,424         $       67,299
                                                                              --------------         --------------
Minority interests                                                                         -                      -

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

                                                            See accompanying notes.

</TABLE>

<PAGE>


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Expressed in U.S. Dollars)
<TABLE>
<CAPTION>
                                                                                                                         From
                                                                                                                       inception
                                                                                                                    (Jan. 31, 1953)
                                                                    Year ended December 31,                                to
                                                         1999                 1998                 1997              Dec. 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                  <C>                <C>
Interest and other income                              $  55,275           $  167,178           $  279,469         $  3,728,579
                                                       ---------           ----------           ----------         ------------
Expenses:
  Legal fees and costs                                   405,380              501,708            1,046,779           12,376,991
  Administrative expenses                                474,027              495,161              447,622            7,338,337
  Salaries                                               157,550              161,000              156,000            3,068,828
  Shareholder communications                             102,825              132,924              187,644            3,671,780
  Exploration costs                                       20,954               31,066               52,558              804,614
  Lawsuit judgments                                            -                    -                    -            1,941,916
  Minority interests                                           -                    -                    -             (632,974)
  Other                                                        -                    -                    -              364,865
  Contractual services                                         -                    -                    -            2,155,728
                                                  ----------------     ----------------     ----------------          ---------
                                                       1,160,736            1,321,859            1,890,603           31,090,085
                                                       ---------            ---------            ---------           ----------

Net loss                                             $(1,105,461)         $(1,154,681)         $(1,611,134)
                                                     ============         ============         ============
Deficit accumulated during
  development stage                                                                                                $(27,361,506)
                                                                                                                     ==========
Net loss per share  based on  average  number of shares  outstanding  during the
  period:
    Basic and Diluted EPS                               $(.03)               $(.03)               $(.04)
                                                        ======               ======               ======

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


                                                        See accompanying notes.
</TABLE>


<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Expressed in U.S. Dollars)
<TABLE>
<CAPTION>
                                                                                                                         From
                                                                                                                       inception
                                                                                                                    (Jan. 31, 1953)
                                                                       Year ended December 31,                            To
                                                             1999                1998               1997             Dec. 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
Operating activities:
<S>                                                        <C>                <C>                 <C>                 <C>
Net loss                                                   $(1,105,461)       $(1,154,681)        $(1,611,134)        $(27,361,506)
Adjustments to reconcile net loss to net cash
  Used for operating activities:
    Minority interest                                                                   -                   -             (632,974)
    Exploration and other                                                               -                   -              755,974
    Net change in:
       Accounts receivable                                      27,051             24,668              27,813              (25,583)
       Prepaid expenses                                        (37,809)          (100,440)            (34,972)            (352,089)
       Current liabilities                                       1,125              3,324            (198,447)              68,424
       Other                                                      (247)              (433)             (1,121)             471,461
                                                        ---------------    ---------------      --------------       -------------
Net cash used in operating activities                       (1,115,341)        (1,227,562)         (1,817,861)         (27,076,293)
                                                            -----------        -----------         -----------         ------------

Investing activities:
  Additions to oil, gas, and mineral properties
    Net of assets acquired for common stock                    (23,913)          (340,487)           (451,612)          (4,759,532)
  Marketable securities (net)                                1,737,898          1,304,196           1,910,226             (390,941)
  Reimbursement of lease rentals and
    Other expenses                                                   -                  -                   -            1,243,085
  Purchase of fixed assets                                           -                  -                   -             (61,649)
                                                       ----------------   ----------------    ----------------        ------------
Net cash provided by (used in) investing
  Activities                                                 1,713,985            963,709           1,458,614           (3,969,037)
                                                             ---------         ----------           ---------           -----------

Financing activities:
  Sale of common stock less expenses                                 -                  -                   -           26,342,205
  Shares issued upon exercise of options                             -                  -              11,250              884,249
  Sale of shares by subsidiary                                       -                  -                   -              750,000
  Sale of subsidiary shares                                          -                  -             240,000            3,720,000
                                                       -----------------  -----------------         ---------            ---------
Net cash provided by financing activities                              -                  -           251,250           31,696,454
                                                       -----------------  -----------------         ---------           ----------
Net increase (decrease) in cash and cash
  Equivalents                                                  598,644           (263,853)           (107,997)             651,124
Cash and cash equivalents at beginning of
  Period                                                        52,480            316,333             424,330                    -
                                                             ---------          ---------           ---------           ----------
Cash and cash equivalents at end of period                  $  651,124          $  52,480            $316,333           $  651,124
                                                            ==========          =========            ========           ==========


</TABLE>
                                                        See accompanying notes.


<PAGE>


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

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

</TABLE>

                                                        See accompanying notes.


<PAGE>


                     COASTAL CARIBBEAN OILS & MINERALS, LTD.
                   Notes to Consolidated Financial Statements
                                December 31, 1999


1.       Summary of significant accounting policies

Consolidation

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

Continuation as going concern

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

         At December  31,  1999,  the Company  had cash and  securities  of $1.1
million.  These  funds are  expected  to be used  principally  to  continue  the
litigation in which Coastal  Petroleum is involved and also to pay operating and
limited  exploration  expenses.  Current working capital should be sufficient to
finance the Company's operations and litigation through December 31, 2000.

         In order to continue the  litigation and operate the Company beyond the
year 2000,  the  Company  believes  it will be  necessary  to obtain  additional
capital  either from Coastal  Caribbean's or Coastal  Petroleum's  shareholders.
Success in  realizing  significant  funds is  critical to the  existence  of the
Company. If the Company is unsuccessful in obtaining additional capital from its
shareholders or the time necessary to obtain such funds is unduly protracted, or
Coastal  Petroleum's  shareholders are unwilling to provide additional  capital,
then the Company will likely have insufficient funds to continue  operations and
the Company will be unable to continue as a going concern.



<PAGE>


Cash and cash equivalents

         The Company  considers all highly liquid  short-term  investments  with
maturities  of  three  months  or less at the  date  of  acquisition  to be cash
equivalents.  Cash and cash  equivalents are carried at cost which  approximates
market value. The components of cash and cash equivalents are as follows:

                                                        December 31,
                                               1999                       1998
Cash                                         $59,061                    $52,480
Short term investments                       592,063                          -
                                            --------                    -------
                                            $651,124                    $52,480
                                            ========                    =======

Use of Estimates

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

Unproved oil and gas properties

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

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

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

Sale of Subsidiary Shares

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

Earnings per share

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

Financial instruments

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

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



<PAGE>


2.       Coastal Petroleum Company - Minority Interests

         In 1992,  Coastal Caribbean granted Lykes Minerals Corp.  ("Lykes"),  a
wholly owned  subsidiary of Lykes Bros.  Inc., an option to acquire 78 shares of
Coastal  Petroleum at $40,000 per share.  Lykes  exercised all of its options to
purchase Coastal  Petroleum shares at a total cost of $3,120,000 and at December
31, 1998 and 1997, held 26.7% of Coastal Petroleum.

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

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

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



<PAGE>


3.       Marketable Securities

         At December 31, 1999 the following marketable securities were available
for sale because of the Company's capital requirements:

                                              Maturity     Carrying
       Security                    Par Value    Date         Value    Fair Value
       ---------                   ---------    ----         -----    ----------
Connecticut State Serial A Taxable
Bond  6.25%                        $400,000   July 1, 2003  $390,941    $390,941
                                    ========                ========    ========


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

Long-term securities
Federal Home Loan Bank  $1,300,000    Jan. 28, 2000   $1,300,000      $1,300,403
                        ==========                    ==========      ==========

4.       Unproved oil, gas and mineral properties

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

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

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


<PAGE>


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

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

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

         The following is a summary of the cost of unproved oil, gas and mineral
properties,  accounted for under the full cost method,  all of which are located
in Florida:

                                                         1999            1998
Lease acquisition costs                             $   914,619     $   914,619
Lease and royalty costs (principally legal fees)        591,616         591,616
Lease rentals                                         2,447,774       2,388,527
Dry hole costs                                          587,987         587,987
Other exploratory expenses                            1,240,372       1,275,706
Salaries                                                466,983         466,983
                                                   ------------     ------------
                                                      6,249,351        6,225,438
                                                    -----------      -----------
Deduct:
  Reimbursement for lease rentals and other expenses  1,243,086        1,243,086
  Proceeds from relinquishment of surface rights        246,733          246,733
                                                   ------------     ------------
                                                      1,489,819        1,489,819
                                                    -----------      -----------
    Total unproved oil, gas and mineral properties   $4,759,532       $4,735,619
                                                     ==========       ==========



<PAGE>


5.       Litigation

          Florida Litigation

         Coastal Petroleum has been involved in various lawsuits for many years.
Coastal Petroleum's current litigation (the "Florida  Litigation")  involves two
basic claims : whether  Coastal  Petroleum may obtain an oil and gas exploration
drilling  permit and the amount of the required  surety in  connection  with any
drilling,  and  whether the denial of a permit is a taking of its  property.  In
addition,  Coastal  Caribbean  is a party to  another  action  in which  Coastal
Caribbean claims that certain of its royalty  interests have been confiscated by
the State. During 1999, the Company actively pursued the Florida Litigation.

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

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

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

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

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

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

         On  October  6,  1999,  the Court of Appeal  ruled that the DEP has the
authority to deny Coastal Petroleum's  drilling permit for its St. George Island
prospect,  provided that Coastal  Petroleum  receives just compensation for what
has been taken.  The State of Florida and certain Florida  environmental  groups
filed on  November  1, 1999 a joint  motion  for  clarification,  rehearing,  or
certification with respect to that decision,  asking the Court of Appeal,  among
other things, to clarify that the question of whether there has been a taking of
Coastal Petroleum's leases should be determined in the Circuit Court. A decision
by the Court of Appeal on that motion is pending.

2. Coastal  Petroleum  Company v. State of Florida,  Department of Environmental
Protection  (DOAH  Case  Nos.  98-1901-1912).  (DCA  Case  1999-2112)  12 Permit
Applications.

         On  February  25,  1997,   Coastal   Petroleum   filed  12   additional
applications  for  drilling  permits.  Coastal  Petroleum  objected  to  certain
requests  for  additional  data by the  Florida  DEP.  On  March  26,  1999,  an
administrative law judge upheld the DEP's requirements.  Coastal Petroleum filed
a Notice of Appeal with the First  District Court of Appeal. The decision of the
administrative law judge was affirmed by the Court of Appeal on February 29,
2000.
         In order to fully permit the Apalachicola  Reef Play which includes the
St. George Island  prospect on October 29, 1998,  Coastal  Petroleum  filed four
additional permits (1310-1313). The DEP also requested additional data for these
permits.  These applications  awaiting a decision of the First District Court of
Appeal  regarding the twelve permit  applications'  case, as to the DEP's use of
unadopted rules to require additional data.

         During December 1998, the DEP began the administrative process to adopt
new rules regarding  offshore  drilling in Florida.  Coastal Petroleum who holds
the only leases offshore and other interested  parties have submitted  comments.
The DEP is still in the process of drafting the new rules.


<PAGE>



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

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

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

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

Fee Arrangements

         In connection with the Florida  Litigation against the State of Florida
described  herein,  Coastal  Petroleum has agreed to pay the following firms, in
addition to their charges on a time spent basis, a total of 5.25 % in contingent
fees based upon any net recovery from execution on or  satisfaction  of judgment
or from settlement of such lawsuit as follows:

                                                  Percent of net recovery
                  Robert J. Angerer                        1.50
                  Other counsel                            3.75
                                                           ----
                  Total                                    5.25
                                                           ====

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


<PAGE>


Uncertainty

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

6.       Common Stock

         The Company's  Bye-Law No. 21 provides that any matter to be voted upon
must be approved not only by a majority of the shares voted at such meeting, but
also by a majority in number of the  shareholders  present in person or by proxy
and entitled to vote thereon.

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

         During 1997, the  shareholders of the Company  approved an increase in
the authorized  capital of the Company from 100,000,000 shares to 250,000,000
shares.

         During April 2000, the Company expects to file a registration statement
with the  Securities  and  Exchange  Commission  for a proposed  offering of its
common stock to its shareholders.


<PAGE>


         The following represents shares issued upon sales of common stock:

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

         The following represents shares issued upon exercise of stock options:

                   1955         73,000            $ 7,300             $175,200
                   1978          7,000                840                6,160
                   1979        213,570             25,628              265,619
                   1980         76,830              9,219              125,233
                   1981        139,600             16,752              227,548
                   1996         10,000              1,200               12,300
                   1997         10,000              1,200               10,050
                              --------          ---------           ----------
                               530,000            $62,139             $822,110
                               =======            =======             ========

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


<PAGE>



7.       Stock Option Plan

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

         During 1995, the Company adopted a Stock Option Plan covering 1,000,000
shares  of  the  Company's  common  stock.   Options  are  normally  immediately
exercisable  and  issued  for a  period  of  five  years.  The  following  table
summarizes stock option activity:
<TABLE>
<CAPTION>
                                                                  Number of Shares           Exercise Price ($)
<S>                                     <C> <C>                        <C>                          <C>
Outstanding and exercisable at December 31, 1996                       372,000                      1.13
     Exercised                                                        (10,000)                      1.13
                                                                      --------
Outstanding and exercisable at December 31, 1997                       362,000                      1.13
     Granted                                                           225,000                      2.625
                                                                       -------
Outstanding and exercisable at December 31, 1998                       587,000                   1.13-2.625
Expired                                                               (60,000)                      1.13
                                                                      -------=
Outstanding and exercisable at December 31, 1999                       527,000                   1.13-2.625
                                                                       =======
                                                                                           (1.77 weighted average)
Available for grant at December 31,1999                                453,000
                                                                       =======
</TABLE>

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

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


<PAGE>


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

         For the purpose of pro forma  disclosures,  the estimated fair value of
the  stock  options  is  expensed  in the year of grant  since the  options  are
immediately exercisable. The Company's pro forma information follows:

                                                  Amount          Per Share
Net loss as reported - December 31, 1998      $(1,154,681)          $(.03)
Stock option expense                             (369,000)          $(.01)
                                              ------------          ------
Pro forma net loss                             (1,523,681)          $(.04)
                                               ===========          ======

8.       Income taxes

         Bermuda currently imposes no taxes on corporate income or capital gains
outside of Bermuda. The Company's  subsidiary,  Coastal Petroleum,  has U.S. net
operating loss carry  forwards for federal and state tax purposes,  which may be
used to reduce its taxable income,  if any, during future years which aggregated
approximately  $12,077,000  at December  31, 1999  ($11,806,000  at December 31,
1998) and  expire in varying  amounts  from 1999  through  2019.  For  financial
reporting  purposes,  a valuation  allowance  has been  recognized to offset the
deferred tax assets relating to those carry forwards.  Significant components of
the Company's deferred tax assets were as follows:

                                                   1999                  1998
                                                   ----                  ----
Net operating losses                            $4,544,000            $4,443,000
Deferred intercompany interest deduction         1,109,000               652,000
                                                ----------            ----------
Total deferred tax assets                        5,653,000            5,095,000
Valuation allowance                             (5,653,000)          (5,095,000)
                                                -----------          -----------
Net deferred tax assets                         $    -               $     -
                                                ===========          ===========

9.       Related parties

         G&O'D INC provides  accounting and  administrative  services and office
facilities and support staff to the Company.  G&O'D INC is owned by Mr. James R.
Joyce,  Treasurer and Assistant  Secretary.  During 1999,  1998 and 1997,  G&O'D
billed fees of $144,495, $160,764 and $172,160, respectively.




<PAGE>




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

                  None.


                                    PART III

         For 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, see the Proxy Statement of the Company relative to the
Annual  Meeting of  Stockholders  for the fiscal year ended  December  31, 1999,
which  will  be  filed  with  the  Securities  and  Exchange  Commission,  which
information is incorporated herein by reference. For information concerning Item
10 - Executive Officers of the Company, see Part I.


<PAGE>


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

         (a)      (1)      Financial Statements.

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

Report of Independent Auditors                                               25

Consolidated balance sheets at December 31, 1999 and 1998                    26

Consolidated statements of operations from inception (January 31, 1953) to
  December 31, 1999 and for each of the three years in the period ended
  December 31, 1999                                                          27

Consolidated statements of cash flows from inception (January 31, 1953) to
  December 31, 1999 and for each of the three years in the period ended
  December 31, 1999                                                          28

Consolidated statements of common stock and capital in excess of
  par value from inception (January 31, 1953) to December 31, 1999           29

Notes to consolidated financial statements                                   30

                  (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.

                  (3)      Exhibits.

                           List of each management contract or compensatory or
arrangement  required to be filed as an exhibit pursuant to Item 14(c).

                           None.

         (b)      Reports on Form 8-K.

                  On October 7, 1999, the Company filed a Current Report on Form
8-K to report an October 6, 1999 ruling by the Florida First  District  Court of
Appeal  regarding the ongoing  drilling permit  litigation  between the State of
Florida and the Company.



<PAGE>


         (c)      Exhibits.

                  The following exhibits are filed as part of this report:

Item Number

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

                  Not applicable.

         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 is incorporated herein by reference.

                  (b) Bye-laws are  incorporated  by reference to Schedule 14(a)
                      Proxy Statement filed on May 13, 1997.

         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 is
                           incorporated herein by reference.

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

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


<PAGE>


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

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

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

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

                  (h)      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.

         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 59 1/4 % owned.

         22.      Published  report  regarding  matters  submitted  to  vote  of
                  security holders.

                  Not applicable.

         23.      Consent of experts and counsel.

                  Consent of Ernst & Young LLP is filed herein.

         24.      Power of attorney.

                  Not applicable.

         27.      Financial data schedule.

                  Filed herein (EDGAR filing only).

         99.      Additional exhibits.

                  Not applicable.

         (d)      Financial Statement Schedules.

                  None.



<PAGE>



                                   SIGNATURES

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

                                         COASTAL CARIBBEAN OILS & MINERALS, LTD.
                                                       (Registrant)

                                            By /s/ Benjamin W. Heath
                                                Benjamin W. Heath, President and
                                                Chief Executive Officer


Dated:           March 1, 2000

         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/ Benjamin W. Heath                    By /s/ James R. Joyce
      Benjamin W. Heath                        James R. Joyce
      President, Director and Chief Executive  Treasurer and Chief Financial and
      Officer                                  Accounting Officer


Dated:         March 1, 2000                Dated:      March 1, 2000
       ---------------------------------          ------------------------------


By /s/ Graham B. Collis                     By /s/ John D. Monroe
      Graham B. Collis                          John D. Monroe
      Director                                  Director


Dated:         March 1, 2000                 Dated:      March 1, 2000
       ---------------------------------          ------------------------------

By /s/ Phillip W. Ware                      By /s/ Nicholas B. Dill
      Phillip W. Ware                           Nicholas B. Dill
      Director                                  Director


Dated:         March 1, 2000                  Dated:      March 1, 2000
       ---------------------------------          ------------------------------

<PAGE>










                                INDEX TO EXHIBITS


Exhibit No.


         23.      Consent of Ernst & Young LLP

         27.      Financial Data Schedule (EDGAR filing only)


<PAGE>


                                   EXHIBIT 23




                         Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining to the Stock Option plan of Coastal  Caribbean Oils & Minerals,
Ltd. of our report dated  January 14,  2000,  with respect to the  consolidated
financial  statements of Coastal Caribbean Oils & Minerals,  Ltd. in this Annual
Report (Form 10-K) for the year ended December 31, 1999.



                                              /s/ Ernst & Young LLP


Stamford, Connecticut
March 1, 2000