Securities and Exchange Commission

                             Washington, D.C. 20549

                                  Form 10-QSB/A

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                        For Quarter Ended March 31, 2001

                                       Or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                   Act of 1934 For the Transition Period from

                               ________ to _______

                        Commission file number 33-948884

                           Coates International, Ltd.
             (Exact Name of Registrant as Specified in its Charter)

               Delaware                                     22-2925432
     (State or other Jurisdiction of                     (I.R.S. Employer
     Incorporation or Organization)                      Identification No.)

          Highway 34 & Ridgewood Road, Wall Township, New Jersey 07719
               (Address of Principal Executive Office) (Zip Code)

                                 (732) 449-7717
               (Registrant's telephone number including area code)

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
requirement s for the past 90 days.

                                 Yes [X] No [ ]

     As of March 31, 2001, there were 66,097,910 shares of the Registrant's
                      common stock issued and outstanding.


                                       1
<PAGE>


                           Coates International, Ltd.

                              Financial Statements

                                 March 31, 2001

                                   As Restated





                                       2
<PAGE>

                           Coates International, Ltd.
                        Index to the Financial Statements
                                 March 31, 2001
                                   As Restated





                                                                            Page

Financial Statements

     Condensed Balance Sheet.............................................    1

     Condensed Statements of Operations..................................    2

     Condensed Statements of Cash Flows..................................    3

     Notes to the Condensed Financial Statements.........................    4



                                       3
<PAGE>

                           Coates International, Ltd.
                             Condensed Balance Sheet
                                 March 31, 2001
                                   As Restated
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
                  Assets
Current Assets
         Cash                                                                                  $       147,805
         Restricted cash                                                                               112,000
         Inventory                                                                                     216,491
         Prepaid insurance                                                                               3,215
                                                                                                ---------------
                  Total Current Assets                                                                 479,511

Property, Plant and Equipment - Net of accumulated depreciation of $449,835                          1,616,185

Other Assets
         Mortgage loan costs, net of accumulated amortization of $25,947                                38,916
         Deposits                                                                                        2,500
                                                                                                ---------------
                  Total Assets                                                                       2,137,112
                                                                                                ===============
                  Liabilities and Stockholders' Equity

Current Liabilities
         Note payable                                                                                   39,594
         Current portion of mortgage payable                                                             8,903
         Accounts payable and accrued expenses                                                         657,143
         Accrued interest payable                                                                      118,391
                                                                                                ---------------
                           Total Current Liabilities                                                   824,031

         License deposit                                                                               300,000
         Mortgage payable, net of current portion                                                      881,706
                                                                                                ---------------
                           Total Liabilities
                                                                                                ---------------
Stockholders' Equity
         Preferred stock, Series A, $.001 par value voting, 14,000,000 shares authorized -                  --
                  no shares issued
Common stock, $.0001par value, 200,000,000 shares authorized, 66,097,910 shares                          6,609
                  issued and outstanding
Additional paid-in capital                                                                          11,254,283

         Retained earnings (deficit)                                                              (11,129,517)
                                                                                                ---------------
                           Total Stockholders' Equity                                                  131,375
                                                                                                ---------------
                           Total Liabilities and Stockholders' Equity                           $     1,837,112
                                                                                                ===============
</TABLE>

See notes to the condensed financial statements.


                                       1
<PAGE>

                           Coates International, Ltd.
                       Condensed Statements of Operations

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                             --------------------------------------
                                                                                 2001                      2000
                                                                             ------------              ------------
                                                                              (Unaudited)               (Unaudited)
                                                                             (As Restated)
                                                                             ------------              ------------
<S>                                                                          <C>                       <C>
Revenue                                                                      $    105,000              $     55,000
                                                                             ------------              ------------

Operating Expenses:
         Research and development costs                                           106,545                   101,577
         Research and development costs - related party                                --                     9,750
         General and administrative expenses                                       68,009                    52,240
         Depreciation and amortizationexpense                                      12,950                     9,711
                                                                             ------------              ------------
                  Total Operating Expenses                                        187,504                   173,278
                                                                             ------------              ------------
         (Loss) From Operations                                                   (82,504)                 (118,278)

Other Income (Expense):
         Interest income                                                              822                       821
         Interest expense                                                         (35,669)                  (35,753)
                                                                             ------------              ------------
                  Total Other Income (Expense)                                    (34,847)                  (34,932)
                                                                             ------------              ------------
Net Income (Loss) Before Income Taxes                                            (117,351)                 (153,210)

Provision for Income Taxes                                                             --                        --
                                                                             ------------              ------------
Net Income (Loss)                                                            $   (117,351)             $   (153,210)
                                                                             ============              ============
Income (Loss) Per Share                                                      $       0.00              $       0.00
                                                                             ============              ============
Weighted Average Number of Common Shares
         Outstanding                                                           66,097,910                65,724,240
                                                                             ============              ============
</TABLE>

See notes to the condensed financial statements.


                                                                               2
<PAGE>

                           Coates International, Ltd.
                       Condensed Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                  March 31,
                                                                        ------------------------------
                                                                             2001              2000
                                                                         (Unaudited)       (Unaudited)
                                                                        ------------      ------------
<S>                                                                     <C>               <C>

Cash Flow From Operating Activities                                     $   (171,981)     $   (258,221)

Cash Flow From Investing Activities                                               --           (10,000)

Cash Flow From Financing Activities
         Nonrefundable deposit from sale of land                                  --            15,000
         Repayment of note payable                                           (19,137)               --
         Repayment of mortgage payable                                        (1,898)           (1,787)
         Net Cash (Used in) Provided by Financing Activities                      --                --
                                                                        ------------      ------------
                                                                             (21,035)           13,213
                                                                        ------------      ------------
         Net Decrease in Cash                                               (193,016)         (255,008)
         Cash - Beginning of Periods                                         340,821           356,163
         Cash - End of Periods                                                    --                --
                                                                        ------------      ------------
                                                                        $    147,805      $    101,155
                                                                        ============      ============
</TABLE>

See notes to the condensed financial statements.


                                                                               3
<PAGE>

                           Coates International, Ltd.
                   Notes to the Condensed Financial Statements


NOTE 1 - BASIS OF PRESENTATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information   and  with  the   instructions  to  Item  310  of  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for the three  months  ended March 31, 2001 and 2000 are not
necessarily  indicative  of the results that may be expected for the years ended
December 31, 2001 and 2000. The unaudited condensed financial  statements should
be read in conjunction with the consolidated  financial statements and footnotes
thereto  included in the Company's annual report on Form 10-K for the year ended
December 31, 2000.

NOTE 2 -RESTATEMENT OF PRIOR PERIOD RESULTS

The Company has restated its financial  statements  for three months ended March
31, 2001.  The  restated  financial  results  reflect  errors in its  accounting
procedures  related to revenue  recognition.  The impact of these adjustments on
the Company's financial results as originally reported is summarized below:

                                                  Three Months Ended
                                                    March 31, 2001
                                            --------------------------------
                                             As Reported      As Restated
                                            ---------------  ---------------
Retained earnings (deficit)                 $ (10,567,856)   $ (11,129,517)
Revenue                                            342,500          105,000
Net income (loss)                                  120,149        (117,351)
Income (loss) per share                               0.00             0.00


                                                                               4
<PAGE>


Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Coates  International Ltd. (CIL, or the Company) is a Delaware  corporation
organized in October 1991 by George J. Coates as the  successor in interest to a
Delaware corporation of the same name incorporated in August 1988.

     CIL has completed the  development  of a spherical  rotary valve SRV Engine
(the  "Coates  SRV  Engine"),  the  development  of which was  initiated  by its
founder,  George J. Coates, for use in internal combustion engines of all types.
With respect to the Coates SRV Engine,  seven  applicable  United States patents
(the  "Coates  Patents")  have been  issued to  George J.  Coates.  CIL holds an
exclusive  license  from  George  J.  Coates  and his  son  Gregory  Coates,  to
manufacture,  sell and grant  sub-licenses with respect to products based on the
Coates Patents, within all of the countries,  their territories and possessions,
comprising  North  America,  South  America and Central  America  (the  "License
Areas").  George J. Coates and Gregory  Coates have also agreed,  as long as CIL
remains  independent  and viable,  not to compete  with CIL in the  manufacture,
assembly,  use or sale of internal  combustion  engines utilizing the technology
falling  within the scope of the Coates  Patents in the  Licensed  Areas,  or to
grant any other exclusive or non-exclusive license in the Licensed Areas, except
through CIL. In addition,  George J. Coates and Gregory  Coates have executed an
agreement  granting  CIL the  right to retain  any  monies  including  royalties
received  from  Nicholson  McLaren or from Noble  Motor Sport  (manufacturer  of
Ascari  racing  cars) for the  manufacture,  sale,  use or  assembly of internal
combustion engines anywhere in the world using the technology falling within the
scope of Coates Patents.

     CIL has a 14-year operating history,  during which it has primarily devoted
its  attention  to  developing  the  technology  associated  with the Coates SRV
Engine.  During such time CIL has also  arranged  for certain  tests in order to
evaluate the  effectiveness  of the  technology.  CIL has also devoted much time
attempting to interest various persons and entities in acquiring sub-licenses to
use the technology.

Agreements with Well to Wire Energy, Inc.

     On  September  29,  1999,  CIL  signed a license  agreement  (the  "License
Agreement") with Well to Wire Energy,  Inc.  ("WWE"),  an oil and gas company in
Canada,  to license the exclusive use of V-8 cylinder  engines modified with the
Coates System to be fueled by natural gas to generate  electrical  power for the
Country of Canada (the "License  Agreement")  against payment of $5,000.000,  of
which a deposit  payment in the amount of $300,000 was made.  The agreement also
provides for  development  and  delivery of certain  prototype  engines  under a
separate research and development  agreement between CIL and WWE, referred to as
the "R&D  Agreement",  and stipulates that following the testing and delivery of
the third prototype - a production  model Coates  Generator Engine - the balance
of the license  fee in the amount of  $4,700,000  would be paid in 16  quarterly
payments beginning 180 days after delivery.

     Following due diligence  investigation of the proposed applications for the
production of  electrical  energy and the location of the engines in the natural
gas  fields or  generation  sites,  it was agreed  between  CIL and Well to Wire
Energy,  Inc. that a larger engine modified with the Coates System would be more
appropriate.  Accordingly,  CIL and Well to Wire agreed that CIL would  research
and develop a natural gas fed, 855 cubic inch, 6 cylinder,  industrial  electric
generator engine (the "Coates Generator Engine").

     Pursuant to further negotiations,  CIL and WWE agreed that WWE would pay to
CIL a $5,000,000  fee to research  and develop a production  model of the Coates
Generator Engine. As part of the understanding between CIL and WWE under the R&D
Agreement,  CIL would develop a total of three  prototype  engines meeting these
new  specifications:  two testing prototypes and one production model prototype.
To date, Well to Wire Energy,  Inc. has made aggregate payments of $1,200,000 to
CIL for these prototypes,  $250,000 of which was paid in calendar 1999; $845,000
of which was paid in fiscal year 2000,  and  $105,000  was paid during the first
quarter


                                                                               1
<PAGE>

in fiscal year 2001.  The balance of $3,800,000 is due to be paid to CIL by Well
to Wire Energy, Inc. 180 days after delivery of the production model

     At March 31, 2001,  CIL has  completed  the  construction  of the first two
prototypes of the Coates Generator Engine.  The first prototype was delivered to
Well to Wire Energy, Inc. in December, 2000.

     It is the intention of management to fund its business  operations through,
initially,  the consummation of the Well to Wire Energy,  Inc. License Agreement
and R&D Agreement and, thereafter,  through private and/or public financings and
sales of sub-licenses.

Results of Operations for the Quarters Ended March 31, 2001, and March 30, 2000

     CIL's only current  source of revenues are the payments due to CIL from WWE
under the R&D  Agreement  and the License  Agreement.  CIL received  $105,000 in
payments from Well to Wire Energy, Inc. in the first quarter of 2001 pursuant to
the R&D Agreement. No further payments are scheduled until the completion of the
testing and delivery to WWE of the third prototype,  the production model Coates
Generator  Engine.  The  payments  was  made and has been  applied  against  the
$5,000,000 fee due CIL from WWE.

     Total  operating  expenses for the three months period ended March 31, 2001
were $187,504 compared to $173,278 for the same period in 2000,  representing an
increase of approximately  8%. The increase was primarily due to increased legal
expenses in connection  with CIL's  prosecution  of certain  legal  claims.  The
increase  in  revenues  from the same  quarter a year ago more than  offset  the
relatively small increase in operating expenses,  resulting in a decrease of the
operating loss from $118,278 in 2000 to $82,504 in the current quarter.

     Non-operating expenses,  primarily from interest charges in connection with
the mortgage on the Company's  business  premises  located in Wall,  New Jersey,
amounted  to  $34,847.  The  outstanding   principal  balance  of  the  mortgage
encumbering the Company's business premises in Wall, New Jersey, was $890,609 at
December 31, 2000. Interest accrues on the mortgage principal balance at the per
annum rate of 15.99%.  The  mortgage  debt  payments,  amortized  over a 20-year
period, are paid in equal monthly  installments of principal and interest in the
amount of $12,521,  with the outstanding  principal balance and accrued interest
due on April 1, 2004, as a balloon payment. Company management expects to either
refinance this loan or retire the debt completely  prior to its due date. In the
event the Company is unable to refinance  this mortgage or retire the debt prior
to its due date,  such failure would have a material  adverse  effect upon CIL's
operations and financial condition.

     The quarter concluded with a net loss of $117,351 as compared to a net loss
of $153,210 for the same quarter in the previous year.


Liquidity and Capital Resources

     Since its inception, all of the development costs and operating expenses of
CIL have primarily been financed through the cash generated  through the sale of
stock,  through  capital  contributions  made by George J. Coates' son,  Gregory
Coates,  and through several payments for prototype and license fees made by two
entities  Millwest  Corporation  and Well to Wire Energy,  Inc. During the first
quarter of 2001,  the Company did not complete  any  financing  transactions  or
placements  of its equity  securities.  The  cash-flow  deficit  from  operating
activities  which roughly  paralleled  the operating  loss  attributable  to the
period  therefore  directly  translated  into a further  increase in the working
capital deficit which stood at $344,520 at the end of the quarter.

     The Company  has  completed  the  construction  of the first two  prototype
engines in connection  with the  Company's R&D Agreement and License  Agreements
with Well to Wire Energy,  Inc.  Following the testing and delivery of the third
prototype  Coates  Generator  Engine,  CIL  expects  to receive  the  balance of
$3,800,000


                                                                               2
<PAGE>

R&D funds  from Well to Wire  Energy,  Inc.  Under the  License  Agreement,  the
balance due CIL of $4,700,00 is payable in equal quarterly  payments over a four
year  period,  commencing  180 days  following  delivery of the third  prototype
Coates Generator  Engine to WWE.  Delivery is expected to occur during the first
quarter of 2002.

     Until receipt of the WWE  payments,  management  plans to raise  additional
operating  funds  through  combination  of  private or public  offerings  of its
securities in order to finance ongoing operations.




                                                                               3
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

There are no material legal proceedings pending against the Company.

Item 2   CHANGES IN SECURITIES - None


Item 3   DEFAULTS ON SENIOR SECURITIES - None


Item 4   SUBMISSION OF MATTERS TO A VOTE OF
         SECURITIES' HOLDERS - None


Item 5   OTHER INFORMATION - None


Item 6   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

Exhibit No.                Description of Exhibit

The following listed Exhibits are hereby incorporated by reference into this
Form 10-QSB for the quarter ended March 31, 2001, from the Company's
Registration Statement filed on Form S-1 with the Securities and Exchange
Commission on November 1, 1995, File No. 33-94884:

3.1               CIL's Restated Certificate of Incorporation

3.2               CIL's By-Laws

(b)  No reports on Form 8-K were filed during the quarter ended March 31, 2001.


                                                                               4
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 2 to Form 10-QSB for the quarter
ended March 31, 2001 to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                            COATES INTERNATIONAL, LTD.




Date: January 22, 2002                      By: /s/ George J. Coates
                                                --------------------------------
                                                George J. Coates, President
                                                Chief Executive Officer and
                                                Chief Financial Officer



                                                                               5