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 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 May 10, 2001,  there were  66,072,610  shares of the  Registrant's common
stock issued and outstanding.

<PAGE>




PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

There are no material legal proceedings pending against the Company.

In February,  1995, the Company and George J. Coates consented to the entry of a
civil  consent  judgment in the United  States  District  Court for the Southern
District of New York arising out of a civil complaint  brought by the Securities
and  Exchange   Commission  (the  "SEC").   Without  admitting  or  denying  SEC
allegations,  CIL and Mr. Coates agreed to offer rescission to certain investors
and conduct any future offerings of CIL securities in accordance with securities
registration  laws or  exemptions.  Following the  completion of the  rescission
offer in accordance with its terms,  the Court, in 1997,  discharged the special
master. In April, 2001, a fine in the amount of $40,000 was assessed against Mr.
George Coates.

Item 2   CHANGES IN SECURITIES      -  None

   (c)  Issuance of unregistered securities


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.


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<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  March 31, 1001 to be signed on its behalf by the  undersigned,  thereunto
duly authorized.


                                       COATES INTERNATIONAL, LTD.




Date:   May 22, 2001                    By: /s/George J. Coates
                                            ----------------------------
                                                George J. Coates, President
                                                Chief Executive Officer and
                                                Chief Financial Officer










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