Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-QSB

                        [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>



                           COATES INTERNATIONAL, LTD.




                                      INDEX


                                                                        Page
                                                                       Number

PART  1  -  FINANCIAL INFORMATION

Item 1   Financial Statements (unaudited)

         Independent Accountants' Report                                   1

         Condensed Balance Sheet
(Unaudited)                                                                2
          - March 31, 2001


         Condensed Statements of
Operations                                                                 3
          - Three months ended March 31, 2001 and 2000

         Condensed Statements of Cash
Flows                                                                      4
-        Three months ended March 31, 2001 and 2000

         Notes to the Condensed Financial Statements                       5


Item 2  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                         6-7

PART II  -  OTHER INFORMATION                                               8

SIGNATURES                                                                  9

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.









                           Coates International, Ltd.

                              Financial Statements

                                 March 31, 2001


<PAGE>






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





                                                                       Page

Independent Accountants' Report  ..................................       1

Financial Statements

     Condensed Balance Sheet.......................................       2

     Condensed Statements of Operations............................       3

     Condensed Statements of Cash Flows............................       4

     Notes to the Condensed Financial Statements...................       5


<PAGE>



                                 [Letterhead of
                     Rosenberg Rich Baker Berman & Company]

To the Stockholders and Board of Directors of
Coates International, Ltd.



We have reviewed the accompanying balance sheet of Coates International, Ltd. as
of March 31, 2001,  and the related  statements of operations  and statements of
cash flows for the three month  periods  ended  March 31,  2001 and 2000.  These
financial statements are the responsibility of the Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.

         .........
/s/Rosenberg Rich Baker Berman & Company
Bridgewater, New Jersey
April 23, 2001







                                        1

<PAGE>



                           Coates International, Ltd.
                             Condensed Balance Sheet
                                 March 31, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>
           Assets
Current Assets
<S>                                                                                                     <C>
         Cash                                                                                           $        147,805
         Restricted cash                                                                                         112,000
         Accounts receivable                                                                                   3,800,000
         Inventory                                                                                               216,491
         Prepaid insurance                                                                                         3,215
                                                                                                          ---------------
                                                                                                               4,279,511
         .........Total Current Assets
                                                                                                               1,616,185
Property, Plant and Equipment - Net of accumulated depreciation of $449,835

Other Assets
         Mortgage loan costs, net of accumulated amortization of $25,947                                          38,916
         Deposits                                                                                                  2,500
                                                                                                          ---------------
                                                                                                               5,937,112
         .........Total Assets
                                                                                                          ---------------

         .........Liabilities and Stockholders' Equity

Current Liabilities
         Note payable                                                                                             39,594
         Current portion of mortgage payable                                                                       8,903
         Current portion of deferred revenue                                                                     950,000
         Accounts payable and accrued expenses                                                                   702,441
         Accrued interest payable                                                                                118,391
                                                                                                          ---------------
                                                                                                               1,819,329
         .........         Total Current Liabilities

         Mortgage payable, net of current portion                                                                881,706
         Deferred revenue, net of current portion                                                              2,612,500

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                                    6,610
         .........issued and outstanding
                                                                                                              11,184,823



Additional paid-in capital
         Retained earnings (deficit)                                                                        (10,567,856)
                                                                                                          ---------------
                                                                                                                 623,577
         .........         Total Stockholders' Equity
                                                                                                          ---------------
                                                                                                        $      5,937,112
         .........         Total Liabilities and Stockholders' Equity
                                                                                                          ===============
</TABLE>













See notes to the condensed financial statements.

                                       2
<PAGE>




                           Coates International, Ltd.
                       Condensed Statements of Operations


<TABLE>
<CAPTION>


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

                                                                                          $       342,500   $         55,000

Revenue
                                                                                            --------------    ---------------

Operating Expenses:
         Research and development costs                                                            62,357             67,139
         Research and development costs -                     related party                        44,188             44,188
         General and administrative                           expenses                             68,009             52,240
         Depreciation and amortization                        expense                              12,950              9,711
                                                                                            --------------    ---------------
                                                                                                  187,504            173,278
                  Total Operating Expenses
                                                                                            --------------    ---------------
                                                                                                  154,996          (118,278)
         Income (Loss) From Operations

Other Income (Expense):
         Interest income                                                                              822                821
         Interest expense                                                                        (35,669)           (35,753)
                                                                                            --------------    ---------------
                                                                                                 (34,847)           (34,932)

         Total Other Income (Expense)
                                                                                            --------------    ---------------
                                                                                                  120,149          (153,210)
Net Income (Loss) Before Income Taxes
Provision for Income Taxes                                                                              -                  -
                                                                                            --------------    ---------------
Net Income (Loss)                                                                         $       120,149   $      (153,210)
                                                                                            ==============    ===============
                                                                                          $          0.00   $           0.00
Income (Loss) Per Share
                                                                                            ==============    ===============
                                                                                               66,097,910         65,724,240
Weighted Average Number of Common Shares
         Outstanding
                                                                                            ==============    ===============
</TABLE>




See notes to the condensed financial statements.

                                       3

<PAGE>



                           Coates International, Ltd.
                       Condensed Statements of Cash Flows

<TABLE>
<CAPTION>



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

                                                                                             $      (171,981) $      (258,221)

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

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
                                                                                               ---------------  ---------------
                                                                                                    (193,016)        (255,008)
         Net Decrease in Cash
         Cash - Beginning of Periods                                                                  340,821          356,163
                                                                                               ---------------  ---------------
         Cash - End of Periods                                                               $        147,805 $        101,155
                                                                                               ===============  ===============
</TABLE>


















See notes to the condensed financial statements.

                                       4
<PAGE>



                           Coates International, Ltd.
                   Notes to the Condensed Financial Statements


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.

RELATED PARTY TRANSACTION

Subcontract  Labor - The  Company  subcontracts  its project  expense  (payroll,
insurance and supplies) from an entity in which George J. Coates (an officer and
director of the Company) is the sole stockholder.  During the three months ended
March 31, 2001 and 2000, $44,188 and $44,188, respectively,  were paid for these
services.

                                       5
<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 basic  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
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 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.

RESULTS OF OPERATIONS

CIL continued to complete the  construction  of its working  prototype,  natural
gas-fueled generator engines under its agreements with Well to Wire Energy, Inc.
during the first quarter of calendar  year 2001.  Revenues for the quarter ended
March 31, 2001, increased to $342,500 compared to $55,000 for the same period in
2000,  all  such  revenues  generated  by  CIL's  Well-to-Wire  Energy,   Inc.'s
agreements.  While labor costs  remained  constant  with  materials and supplies
expenses decreasing by approximately  $5,000,  outside professional fee payments
represented the  substantial  majority of the  approximate  $16,000  increase in
general and  administrative  expenses as  compared to the  comparable  period in
2000. As a result of the  continuing  payments  received by CIL from the Well to
Wire Energy,  Inc.  project net income of $120,149  represented more than a 200%
increase in net income as compared to the  approximate  $153,000  loss  incurred
during the quarter ended March 31, 2000.



                                       6
<PAGE>




LIQUIDITY AND CAPITAL RESOURCES

The  Company  expects  to  finalize  the  construction  and  validation  of  the
prototypes of its natural gas fed, electric  generator engines modified with the
Coates SRV Engine (the "Coates Generator Engine")in  connection with its project
with Well to Wire Energy, Inc. CIL is in the process of completing the third and
last prototype Coates Generator Engine required under its agreement with Well to
Wire Energy,  Inc.  and expects  completion  and delivery of the last  prototype
within  the next 30 days.  Following  additional  testing  and  validation,  CIL
expects to receive the balance of its license  payment due of $4,700,000 and the
balance  of its  prototype  development  costs of  $4,100,000  from Well to Wire
Energy,  Inc.  during  fiscal  year 2001.  If  required,  management  will raise
additional operating funds through combination of private or public offerings of
its securities.

                                       7

<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,  terminating  the  proceedings  in the above  identified New York
court and the Company has resumed its business activities.

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.




                                       8
<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  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.


                                             COATES INTERNATIONAL, LTD.




Date:   May 14, 2001                         By: /s/  George J. Coates
                                                 ----------------------------
                                                 George J. Coates, President
                                                 Chief Executive Officer and
                                                 Chief Financial Office






                                       9