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 September 30, 1999

                                       OR

               [ ]TRANSITION REPORT PURSUANT O SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the Transition Period from _______ to _______

                         Commission file number 33-94884

                           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
requirements for the past 90 days.
                                    Yes __X__ No _____

     The number of shares of  Registrant's  Preferred Stock Series A, $0.001 par
value, outstanding as of September 30, 1999, was 6,572,424 shares.

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                           COATES INTERNATIONAL, LTD.
                         [A DEVELOPMENT STAGE COMPANY]


                                     INDEX


                                                                     Page
                                                                    Number

PART  1  -  FINANCIAL INFORMATION

Item 1   Financial Statements (unaudited)

             Condensed Balance Sheet
             -September 30, 1999                                          3

            Condensed Statements of Operations
           - Three m onths ended September 30, 1999 and 1998
              and since inception                                         4

          Condensed  Statements of Cash Flows - Three months
          ended September 30,  1999 and 1998
              and since inception                                         5

          Notes to The Condensed Financial Statements                     6

Item 2  Management's Discussion and Analysis of Financial Condition      7-8
        And Results of Operations

PART II - OTHER INFORMATION                                                9

SIGNATURES                                                                10

FINANCIAL DATA SCHEDULE                                                   11



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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  (the
"Predecessor   Entity").   As  a  result  of  a  dispute  with  certain   former
employee-directors  who  claimed  to  own  approximately  nine  percent  of  the
Predecessor  Entity's  outstanding  capital stock,  the  Predecessor  Entity was
reorganized  in  November  1991.  Pursuant  to  the  reorganization,  all of the
Predecessor  Entity's assets subject to liabilities were distributed to CIL, the
non- litigating  stockholders of the Predecessor  Entity became the stockholders
of CIL, and the Predecessor Entity was dissolved.

CIL has completed the basic  development of a spherical rotary valve system (the
"Coates System"), 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 System, 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 moneys including  royalties  received from Nicholson McLaren
or from Noble Motor Sport  (manufacturer of Ascari racing cars) for manufacture,
sale, use or assembly of internal combustion engines anywhere in the world using
the technology falling within the scope of the Coates Patents.

CIL has a short  operating  history,  during which it has primarily  devoted its
attention to developing the technology associated with the Coates System. 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.

CIL is  currently  manufacturing  components  for  high  performance  automotive
engines modified with the Coates System on a limited basis at its Wall Township,
New Jersey,  manufacturing facility.  Except as may be set forth herein, CIL has
not sold any automotive engines or components during the quarter ended September
30, 1999.  CIL has received  numerous oral and written  inquiries from potential
customers,  expressing  an interest in  acquiring  high  performance  automotive
racing engines modified with the Coates System.  No assurances can be given that
these inquiries will result in binding sales orders. CIL intends to aggressively
pursue all inquiries  with the goal of obtaining  firm orders.  CIL's ability to
generate  revenues and achieve  profitable  operations is principally  dependent
upon the  execution of  sub-license  agreements  with engine  manufacturers  and
retrofitters  and upon the  Company's  successful  marketing  and  sales of high
performance  automotive,  motorcycle and marine racing engines.  Despite limited
success  to date  due  principally  to its lack of  funding,  CIL  continues  to
aggressively  pursue the  marketing  of Coates  System  technology  to potential
sub-licensees worldwide.

Results of Operations for the Nine Months and Three Months Ended September 30,
1999 and 1998.

No revenues  were  recognized  for the three months and nine month periods ended
September 30, 1999 and 1998. Total operating  expenses for the nine months ended
September  30, 1999 were  $475,885  compared to $671,831  for the same period in
1998.  The  decrease  was  attributed  to  an  increase  in   depreciation   and
amortization  of  approximately  $42,000  offset by a decrease  in  general  and
administrative  expenses  approximating  $76,000 and a decrease in research  and
development  costs  of  approximately  162,000.  The  decrease  in  general  and
administrative expenses is the result of forgiveness of debt in the current year
approximating  $90,000  which  offset other  period  general and  administrative
expenses.  The  forgiveness  of debt was the result of settlements in connection
with certain legal fees and printing costs.

Total  operating  expenses for the three months  ended  September  30, 1999 were
$221,636 as compared  with  $272,869 for the same period in 1998.  This decrease
was  attributed  largely  to  a  decrease  in  research  and  development  costs
approximating  $82,000  offset by an  increase  in  general  and  administrative
expenses of approximately $25,000.



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Interest  expense for the nine months  ended  September  30, 1999 was $98,883 as
compared to $36,538  for the same nine month  period in 1998.  This  increase of
approximately  $63,000 was due to a higher mortgage on the property in 1999. The
increase in interest expense of approximately $19,000 for the three months ended
September 30, 1999 was attributed also to the higher mortgage.

The net loss for the nine  months  ended  September  30,  1999 was  $573,899  as
compared  with a loss of $707,545 for the same period in 1998.  Once again,  the
main reason for this  decrease was the reduction in the current  year's  general
and  administrative  expenses  due to the  forgiveness  of debt coupled with the
decrease in research and development  costs of  approximately  $82,000.  The net
loss for the three months ended September 30, 1999 was $269,674 as compared to a
net loss for the  three  months  ended  September  30,  1998 of  $301,594.  This
decrease  was  due  to  a  decrease  in  research  and   development   costs  of
approximately  $82,000  coupled  with an increase in general and  administrative
expenses  of  approximately  $25,000  and an  increase  in  interest  expense of
approximately  $19,000.  Total  losses  since  inception  in August 1988 through
September 30, 1999 amount to $11,419,369.

Liquidity and Capital Resources

The Company's  balance sheet and financial  condition did not change  materially
during the quarter.  However, the losses experienced during this period affected
cash flow and, therefore, the Company's cash position. Cash on hand currently is
insufficient to guaranty an orderly  retirement of liabilities  unless their due
dates are extended.

 On July 15, 1999, the Company commenced a private offering for the placement of
Series A Preferred Stock with certain  institutional and accredited investors in
reliance upon the exemption from applicable  registration  requirements provided
by Rule 506 of Regulation D promulgated  under the Securities Act of 1933. These
securities  are being  offered  solely to  accredited  investors as that term is
defined in Rule 501(a) of Regulation D. The Offering was  structured,  requiring
that a minimum of 150,000 shares be sold on a "best efforts,  all or none basis"
or all the subscription funds held in escrow were to be returned and the private
offering would be  terminated.  The maximum number of shares offered was 750,000
at a price of $20.00  per  share.  Accordingly,  the  Company  sought to raise a
minimum $3,000,000 and a maximum $15,000,000. After the expiration of the 90-day
offering  period,  the Company failed to achieve the acceptance of  subscription
agreements for the minimum  150,000  Series A Preferred  Shares and the offering
was  terminated.  On October 20,  1999,  the Company  recommenced  its  previous
private  placement  offering,  under  the same  terms and  conditions  and began
qualifying this private  placement under  applicable blue sky regulations of the
several States.  Assuming that this recommenced  private offering is successful,
the proceeds will be used for,  among other things,  to facilitate  the assembly
and production of the Company's  rotary valve parts and engines.  Management has
located a facility which would house the production and assembly  operations and
become the corporate  headquarters,  while the existing  building would remain a
research and development facility.

On September 29, 1999, the Company entered into a License Agreement with Well to
Wire Energy, Inc. ("WTW"), a Canadian  corporation,  whereby the Company granted
to WTW a  license,  exclusive  in Canada,  for the use of the  Coates  spherical
rotary  valve  system  in  connection  with a natural  gas  fueled  engine  that
generates  electricity.  The licensing fee is $5,000,000 and the Company is also
to receive a royalty equal to 5% of the gross profits which WTW derives from all
sources. The Company,  which retains the exclusive right to manufacture both the
engine and generator  components  for sale to WTW,  received  orders from WTW in
October 1999  totaling  $41,000,000  comprising  both  cogeneration  systems and
engines. The consummation of the license agreement with WTW and the finalization
of WTW's orders for the  generator  engines is  contingent  upon the  successful
validation of the generator engine incorporating the Coates System.

The combination of the anticipated funds raised through the private offering and
the anticipated  proceeds to be derived from the sale of the $5,000,000  license
to Well to Wire Energy Inc.  following  successful  validation  should more than
offset the general and  administrative  expenses  for the twelve  months  ending
September  30, 2000 which are  estimated  at $100,000  per month or  $1,200,000.
Although  management is optimistic  that at least the minimum of $3,000,000 will
be raised  through the private  offering,  there can be no assurances  that this
successful subscription amount will be achieved.  Moreover,  although management
is  confident  that  its  generator   engine  developed  for  WTW  will  achieve
operational  validation,  there  can  be no  assurances  that  such  operational
validation will be achieved.



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                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this  Amendment  No. 1 to its Form 10-QSB for
the quarter ended September 30, 1999 to be signed on its behalf by the
undersigned, thereunto duly authorized.




                           COATES INTERNATIONAL, LTD.



Date:November 16, 1999      By:/s/ George J. Coates
                           ----------------------------------------------------
                            George J. Coates, President and Chief
                            Executivel Officer and Principal Financial Officer



































coaQ9909.am1

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