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.

                                        1

<PAGE>



                           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 months and nine months ended September 30, 1999
             and 1998 and since inception                                 4

          Condensed  Statements of Cash Flows
          - Three months and nine 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



<PAGE>



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this  Amendment  No. 2 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 24, 1999     /s/George J. Coates
                           ----------------------------------------------------
                            George J. Coates, President and Chief
                            Executivel Officer and Principal Financial Officer





































                                        5

<PAGE>