Securities and Exchange Commission

                             Washington, D.C. 20549

                                 Form 10-QSB/A1

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

                         For Quarter Ended June 30, 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 June 30, 2001,  there were 66,097,910  shares of the  Registrant's  common
stock issued and outstanding.


                                       1
<PAGE>

                           Coates International, Ltd.

                              Financial Statements

                                  June 30, 2001

                                   As Restated





                                       2
<PAGE>

                           Coates International, Ltd.
                        Index to the Financial Statements
                                  June 30, 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
                                  June 30, 2001
                                   As Restated
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
      Assets
Current Assets
   Cash                                                                                       $      24,257
   Restricted cash                                                                                  112,000
   Inventory                                                                                        205,357
   Prepaid insurance                                                                                  6,432
      Total Current Assets                                                                          348,046
Property, Plant and Equipment - Net of accumulated depreciation of $459,542                       1,606,478

Other Assets
   Mortgage loan costs, net of accumulated amortization of $29,187                                   35,673
   Deposits                                                                                           2,500
                                                                                                  1,992,697
      Total Assets

      Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
   Note payable                                                                                      20,253
   Current portion of mortgage payable                                                                8,903
   Accounts payable and accrued expenses                                                            744,740
   Accrued interest payable                                                                         118,391
   Due to officer                                                                                    84,700

        Total Current Liabilities                                                                   976,987

   License deposit                                                                                  300,000
   Mortgage payable, net of current portion                                                         880,523

        Total Liabilities                                                                         2,157,510

Stockholders' Equity (Deficit)
   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)                                                                 (11,425,705)

        Total Stockholders' Equity (Deficit)                                                      (164,813)
        Total Liabilities and Stockholders' Equity (Deficit)                                  $   1,992,697
                                                                                              =============
</TABLE>

See notes to the condensed financial statements.


                                       1
<PAGE>

                           Coates International, Ltd.
                       Condensed Statements of Operations


<TABLE>
<CAPTION>
                                                        Three Months Ended                        Six Months Ended
                                                              June 30,                                 June 30,
                                                       2001                2000                2001                2000
                                                   (Unaudited)         (Unaudited)         (Unaudited)         (Unaudited)
                                                  (As Restated)                           (As Restated)
<S>                                               <C>                 <C>                 <C>                 <C>
Revenue                                           $         --        $    345,000        $    105,000        $    400,000

Operating Expenses:

   Research and development costs                      116,337              92,744             222,882             194,321

   Research and development costs -
     related party                                          --               9,750                  --              19,500

   General and administrative expenses                 127,638             125,957             195,647             178,197

   Depreciation and amortization expense                12,940               9,712              25,890              19,423


      Total Operating Expenses                         256,915             238,163             444,419             411,441


   Income (Loss) From Operations                      (256,915)            106,837            (339,419)            (11,441)


Other Income (Expense):

   Interest income                                          71                 877                 893               1,698

   Interest expense                                    (39,344)            (35,705)            (75,013)            (71,458)


      Total Other Income (Expense)                     (39,273)            (34,828)            (74,120)            (69,760)


Net Income (Loss) Before Benefit
From Income Taxes                                     (296,188)             72,009            (413,539)            (81,201)


Benefit From Income Taxes                                   --                  --                  --                  --

Net Income (Loss)                                 $   (296,188)             72,009        $   (413,539)       $    (81,201)


Income (Loss) Per Share                           $       0.00                0.00        $      (0.01)       $       0.00


Weighted Average Number of Common
Shares Outstanding                                  66,097,910          65,724,240          66,097,910          66,097,910
                                                  ============        ============        ============        ============
</TABLE>

See notes to the condensed financial statements.


                                       2
<PAGE>

                           Coates International, Ltd.
                       Condensed Statements of Cash Flows

<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                                   June 30,
                                                            2001               2000
                                                         (Unaudited)       (Unaudited)
<S>                                                       <C>               <C>
Cash Flow From Operating Activities                       $(359,705)        $(240,289)

Cash Flow From Investing Activities                                           (10,000)


Cash Flow From Financing Activities

    Nonrefundable deposit from sale of land                      --            15,000

    Proceeds from officers loan                              84,700                --

    Repayment of note payable                               (38,478)               --

    Repayment of mortgage payable                            (3,081)           (3,647)

    Net Cash Provided by Financing Activities                43,141            11,353


    Net Decrease in Cash                                   (316,564)         (238,936)

    Cash - Beginning of Periods                             340,821           356,163

    Cash - End of Periods                                 $  24,257         $ 117,227
                                                          =========         =========
</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 six months ended
     June 30, 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 the six months ended
     June 30,  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:


                                                     Six Months Ended
                                                         June 30,
                                             As Reported           As Restated

Retained earnings (deficit)                 $(10,626,544)         (11,425,705)

Revenue                                          580,000              105,000

Net income (loss)                                 61,461             (413,539)

Income (loss) per share                             0.00                (0.01)


<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.

<PAGE>

     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 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

     CIL has completed the construction and delivery of the first two prototypes
and is working on the third prototype,  representing  the production  version of
the Coates Generator  Engine.  The first two prototype Coates Generator  Engines
were delivered to Well to Wire Energy,  Inc. in December,  2000 and April, 2001,
respectively.


Results of Operations for the Three and Six Months Ended June 30, 2001, and June
30, 2000

     CIL's only current source of revenues are the payments due to CIL from Well
to Wire Energy,  Inc. ("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.

     All of this revenue was generated under the R&D Agreement with Well to Wire
Energy,  Inc.  ("WWE")  and  represents  payments  made for CIL's  research  and
development of the Coates  Generator  Engine.  These payments were made and have
been applied  against the  $5,000,000  fee due CIL from WWE for the research and
development of three prototype Coates Generator Engines.

     Operating  expenses  for  the  quarter  and the six  months  ended  June 30
increased slightly, from $238,163 and $411,441 in 2000 to $256,915 and $444,419,
respectively,  in 2001. The absence of revenues during the quarter accounted for
the resulting  operating loss of $256,915 for the three months period which when
added to the loss of  $82,504  incurred  during  the  first  quarter  created  a
cumulative operating loss of $339,419 for the first six months. This compares to
a cumulative  loss of 81,201 for the comparable  period a year ago when revenues
totaled $400,000.

<PAGE>

     The outstanding principal balance of the mortgage encumbering the Company's
business premises in Wall, New Jersey,  was $889,426 at June 30, 2001.  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.

     Net  interest  expense  for the six months  ended June 30,  2001 of $74,120
remained  relatively  constant when compared to the same period in 2000. The net
result  for the  second  quarter in 2001 was a loss of  $296,188  compared  to a
profit of $72,009,  for the comparable  period of 2000 which  benefited from the
previously mentioned relatively higher revenues that accrued to the Company as a
result of the WWE  payments.  The six month'  figures were a loss of $413,539 or
$0.01 per share in 2001, compared to a loss of $81,201 in 2000.

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 last
quarter, no such financing transactions were completed.

     At June 30, 2001, current liabilities  exceeded current assets by $344,520.
Current  liabilities are primarily composed of an accrual for legal fees due one
law firm  for its  representation  of CIL in  litigation  over the past  several
years.  The law firm has, in prior periods,  accepted  limited payments from CIL
and is expected to continue to do so for the foreseeable future.

     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 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.

<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 SECURITY HOLDERS

             None

Item 5   OTHER INFORMATION

             None

Item 6   EXHIBITS AND REPORTS ON FORM 8-K
         (a) Exhibits

The following  listed  Exhibits are hereby  incorporated  by reference into this
Form 10-QSB for the quarter ended June 30, 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:

Exhibit No.       Description of Exhibit
-----------       ----------------------
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 June 30, 2001.

<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this  Amendment No. 1 to Form 10-QSB for the quarter
ended  June 30,  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 Office