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 June 30, 2004

                                       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
requirements for the past 90 days.

                                 Yes [X] No [ ]

As of June 30, 2004, there were 265,810,564 shares of the Registrant's common
stock were issued and outstanding.

<PAGE>

                           COATES INTERNATIONAL, LTD.
                        INDEX TO THE FINANCIAL STATEMENTS
                                  JUNE 30, 2004

                                                                     Page

Financial Statements

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

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

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

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

Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations ...................   6-9

Item 3 Controls and Procedures ...................................    9

PART II - OTHER INFORMATION ......................................   10

Item 1. LEGAL PROCEEDINGS ........................................   10

Item 2. CHANGES IN SECURITIES ....................................   10

Item 3. DEFAULTS ON SENIOR SECURITIES ............................   10

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ......   10

Item 5. OTHER INFORMATION ........................................   11

Item 6. EXHIBITS AND REPORTS ON FORM 8-K .........................   11

SIGNATURES .......................................................   11

<PAGE>

                           COATES INTERNATIONAL, LTD.
                             CONDENSED BALANCE SHEET
                                  JUNE 30, 2004
                                   (UNAUDITED)

Assets

Current Assets
   Cash                                                            $    130,839
   Inventory                                                            302,706
   Due from related party                                               263,378
    Prepaid Expenses                                                      8,448
                                                                   ------------
      Total Current Assets                                              705,371

Property, Plant and Equipment -                                       1,586,216
  net of accumulated depreciation of $621,562

Other Assets                                                              2,500
                                                                   ------------

      Total Assets                                                    2,294,087
                                                                   ============

Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
   Current portion of mortgage payable                                    4,770
   Accounts payable                                                      50,323
   Accrued interest payable                                              12,076
   Accrued expenses                                                     805,643
   License deposits                                                     940,000
                                                                   ------------
        Total Current Liabilities                                     1,812,812

   Mortgage payable, net of current portion                             864,685
                                                                   ------------

        Total Liabilities                                             2,677,497

Stockholders' Equity (Deficit)
    Common stock, $.00001 par value, 1,000,000,000 shares
    authorized, 265,810,564 shares issued and outstanding                 2,657

    Additional paid-in capital                                       16,775,187
    Retained earnings (deficit)                                     (17,161,254)
                                                                   ------------
           Total Stockholders' Equity (Deficit)                        (383,410)
                                                                   ------------

        Total Liabilities and Stockholders' Equity (Deficit)       $  2,294,087
                                                                   ============

See notes to the condensed financial statements.



                                       2
<PAGE>

                           COATES INTERNATIONAL, LTD.
                       CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 Three Months Ended                Six Months Ended
                                                                     June 30,                         June 30,
                                                                   (Unaudited)                       (Unaudited)
                                                          ------------------------------    ------------------------------
                                                               2004             2003             2004             2003
                                                          -------------    -------------    -------------    -------------

<S>                                                       <C>              <C>              <C>              <C>
                         REVENUE                          $          --    $          --    $          --    $          --

Operating Expenses:
  Research and development                                        7,059           18,267           25,037           40,058
  Research and development costs - related party                 23,912           31,000           45,912           72,000
  General and administrative expenses                           257,615          293,468          506,831          607,768
  Depreciation and amortization expense                          15,815           19,049           34,873           34,864
                                                          -------------    -------------    -------------    -------------
      Total Operating Expenses                                  304,401          361,784          612,653          754,690
                                                          -------------    -------------    -------------    -------------

(Loss) From Operations                                         (304,401)        (361,784)        (612,653)        (754,690)
Other Income (Expense)
   Interest income                                                   79              816              288            2,114
   Interest expense                                             (31,095)         (47,486)         (63,390)         (86,247)
                                                          -------------    -------------    -------------    -------------
      Total Other Income (Expense)                              (31,016)         (46,670)         (63,102)         (84,133)

Minority interest in subsidiary                                      --           43,881               --           43,881
                                                          -------------    -------------    -------------    -------------

Net (Loss) Before Benefit From Income Taxes                    (335,417)        (364,573)        (675,755)        (794,942)

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

Net (Loss)                                                $    (335,417)   $    (365,573)   $    (675,755)   $    (794,942)
                                                          =============    =============    =============    =============
(Loss) per share                                          $       (.001)   $       (.001)   $       (.002)   $       (.002)
                                                          =============    =============    =============    =============
Weighted Average Number of Common Shares Outstanding        265,591,992      265,121,494      265,624,098      265,101,772
                                                          =============    =============    =============    =============
</TABLE>

                See notes to the condensed financial statements.


                                       3
<PAGE>

                           COATES INTERNATIONAL, LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS

                                                          Six Months Ended
                                                             June 30,
                                                     ---------------------------
                                                         2004          2003
                                                     (Unaudited)    (Unaudited)
                                                     -----------    -----------
Cash Flow From Operating Activities                  $  (638,648)   $  (870,639)

Cash Flow From Investing Activities
    Loans to related party                              (348,777)            --

Cash Flow From Financing Activities
    Repayment of mortgage                                 (1,690)       (18,102)
    Proceeds from issuance of stock                      565,000        550,000
                                                     -----------    -----------
    Net Cash provided by Financing Activities            563,310        531,898
                                                     -----------    -----------
    Net (Decrease) in Cash                              (424,115)      (338,741)
                                                     -----------    -----------
                                                         554,954      1,079,267
    Cash - Beginning of Period
                                                     -----------    -----------
    Cash - End of Period                             $   130,839    $   740,526
                                                     ===========    ===========

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 and six months ended June 30, 2004 and 2003 are not necessarily
      indicative of the results that may be expected for the years ended
      December 31, 2004 and 2003. 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-KSB for the year ended December 31, 2003, and its quarterly report on
      Form 10-QSB for the related period ended March 31, 2004.

RELATED PARTY

      On April 30, 2003, the Company entered into a sublicense agreement with
      Coates Motorcycle Company, Ltd. Prior to the agreement, Coates Motorcycle,
      Ltd. was owned 100% by Gregory Coates, an officer of the Company. Pursuant
      to the agreement, the Company granted certain exclusive licenses in
      exchange for approximately 51% of common shares of Coates Motorcycle
      Company, Ltd. In addition, the Company had an anti-dilution right.

      During the quarter ended March 31, 2004 the Company amended its license
      agreement with Coates Motorcycle Company, Ltd. to expand the license
      rights granted and to remove the anti-dilution provision in exchange for
      an additional 1,000,000 common shares of Coates Motorcycle Company, Ltd.
      As a result of these transactions, the Company currently owns 3,558,000
      shares of Coates Motorcycle, representing a 30% ownership interest and
      Coates Motorcycle is no longer a subsidiary.

      As of June 30, 2004, the Company has outstanding loans receivable from
      Coates Motorcycle in the amount of $263,378.

SALE OF COMMON STOCK

      In April 2004 the Company issued 4,286 shares of its common stock at $3.50
      per share to two accredited investors for $15,000 in cash. In May 2004 the
      Company issued 200,000 shares of its common stock for $2.50 per share to
      two accredited investors and 14,286 shares of its common stock at $3.50
      per share to an accredited investor for a combined total of $550,000 in
      cash.


                                       5
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      Except for historical information, the Company's reports to the Securities
      and Exchange Commission on Form 10-QSB and Form 10-QSB and periodic press
      releases, as well as other public documents and statements, contain
      "forward-looking statements" within the meaning of Section 21E of the
      Securities Exchange Act of 1934. Forward-looking statements are subject to
      risks and uncertainties that could cause actual results to differ
      materially from those expressed or implied by the statements. These risks
      and uncertainties include general economic and business conditions,
      development and market acceptance of the Company's products, current
      dependence on Well to Wire Energy, Inc. and other risks and uncertainties
      identified in the Company's reports to the Securities and Exchange
      Commission, periodic press releases, or other public documents or
      statements.

      Readers are cautioned not to place undue reliance on forward-looking
      statements. The Company undertakes no obligation to republish or revise
      forward-looking statements to reflect events or circumstances after the
      date hereof or to reflect the occurrences of unanticipated events.

Background

      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"). Agreements between George J.
      Coates, Gregory Coates, and CIL also contain certain non-compete clauses
      and rights relative to royalties received from Nicholson McLaren or from
      Noble Motor Sport.

      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.

      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.


                                       6
<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 by from 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 the basic construction of 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. The third prototype
      engine is currently undergoing testing and is expected to be completed
      during fiscal year 2004.

      Agreement with McLean, England and Associates, LLC

      During the first quarter of 2002 CIL negotiated a license arrangement with
      McLean, England and Associates, LLC ("McLean") which, on April 12, 2002,
      produced a final agreement that calls for $25,000,000 in license fees for
      specific uses of the Coates CSRV engine technology in certain
      applications, within the United States of America. Payment of the license
      fee is contingent upon the successful completion of tests of two prototype
      engines fitted with the CSRV system. The two prototype engines are
      currently in development. At the time of this submission, McLean has paid
      CIL a non-refundable deposit of $565,000 against the license fee, of which
      $25,000 and $540,000 were received during the first and second quarters of
      2002, respectively. The entire amount of $565,000 has been recognized in
      the balance sheet at September 30, 2003, as a current liability, to be
      re-classified in subsequent periods as income.

      On April 1, 2004, the Company amended its license agreement with McLean,
      England and Associates, LLC. Pursuant to this amendment, McLean, England
      and Associates shall take delivery of the no. 1 diesel 855 engine
      incorporating the Coates CSRV System from the Company and, at licensee's
      own expense, undertake further required modifications.

      Preliminary Agreement with Dominion International

            During the quarter ended September 30, 2002 CIL commenced
            negotiations with a Florida-based group, Dominion International
            ("Dominion") for a license arrangement agreement covering specific
            uses of the Coates CSRV engine technology in certain applications,
            within the territory of the United States. During the quarter ended
            September 30, 2002, Dominion paid CIL a non-refundable deposit of
            $75,000, to be applied against the license fee. The


                                       7
<PAGE>

      Company and Dominion are still in negotiations over the terms and
      provisions of a proposed license agreement.

      Results of Operations for the Three Month Periods Ended June 30, 2004 and
      2003

      CIL's currently anticipated sources of revenues are the payments due to
      CIL from WWE under the R&D Agreement and the License Agreement, and the
      payments made and to be made under the agreements with McLean and
      Dominion. Further payments are not scheduled until the completion of the
      testing and delivery to WWE of the third prototype, production model
      Coates Generator Engine. CIL has completed the basic construction of this
      production model and currently expects completion of testing and delivery
      to occur during the current fiscal year. In addition, McLean and CIL
      expect to complete the development, testing and delivery of at least the
      first no.1 diesel 855 engine incorporating the Coates CSRV System also
      during the current fiscal year.

      Total operating expenses for the quarter ended June 30, 2004, were
      $304,401 compared to $361,784 for the second quarter in 2003. Research and
      development costs were $7,059 and $18,267 for the quarters ended June 30,
      2004 and 2003, respectively. This approximate 60% decrease in research and
      development expense is attributable to the fact that development of the
      Company's Coates Generator Engine has been substantially completed and
      approximately $23,912 of this expense is labor charges.

      No revenues were generated during the quarter. General and administrative
      expenses were $257,615 for the quarter as compared to $293,468 for the
      quarter ended June 30, 2003. The Company had a loss for the quarter of
      $335,417, or $.00 per share, as compared to a net loss of $365,573, or
      $.00 per share, for the second quarter of 2003.

      Management expects the license agreements described above to contribute an
      increasing stream of revenues during the upcoming periods. There can be no
      assurance, however, that completion and testing of the various prototype
      engines can be completed in a satisfactory manner and within the
      anticipated time frames, and that other contributing factors will not
      prohibit or delay finalization and consummation of the agreements, in
      which case revenues in the short run would be limited to certain
      non-refundable deposit payments.

      Liquidity and Capital Resources

      The Company had a cash position of $130,839 at June 30, 2004, an
      approximate 70% increase from the $76,603 cash position at March 31, 2004.
      This June 30, 2004 cash position of $130,839 reflects the receipt by the
      Company of proceeds in the amount of $565,000 during the quarter from its
      private placement. CIL's working capital deficit of $383,410 at June 30,
      2004 represents an approximate $229,284, or 37% decrease in the $612,694
      working capital deficit position at March 31, 2004. CIL's current
      liabilities of $1,812,812 at June 30, 2004 have remained relatively
      constant since March 31, 2004 ($1,808,461) primarily due to the use of
      proceeds derived from the Company's private placement.

      CIL has completed the basic construction of the last of the three
      prototype Coates Generator Engines for WWE, the production model, which is
      currently undergoing testing in connection with CIL's R&D Agreement and
      License Agreement with Well to Wire Energy, Inc. Management expects to be
      able to complete the testing of the production model and delivery to WWE
      during the current fiscal year, after which CIL


                                       8
<PAGE>

      expects to receive the balance of $3,800,000 from Well to Wire Energy, Inc
      under the R&D Agreement. Under this 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 to WWE of the third
      prototype. As well, CIL and McLean expect to complete the further required
      modifications and testing of at least the no. 1 diesel 855 engine
      incorporating the Coates CSRV System during the current fiscal year
      pursuant to its license agreement with McLean, as amended, and receive the
      license fee payments during the current fiscal year. There can be no
      assurance, however, that these agreements, as well as those presently in
      negotiations with the other licensees, will be consummated in accordance
      with these expectations and that payments will be received as called for
      in the agreements.

      During the second quarter of 2003, the Company organized a subsidiary,
      Coates Motorcycle Company, Ltd., to research and develop a heavy cruiser
      motorcycle equipped with the Coates SRV engine. In connection with this
      project, on April 30, 2003, CIL executed and delivered an exclusive
      Sublicense Agreement to Coates Motorcycle Company, Ltd. ("Coates
      Motorcycle") in exchange for a 50+% equity ownership interest and
      anti-dilution right to maintain this majority ownership position. In
      consideration for its receipt of this exclusive Sublicense Agreement,
      Coates Motorcycle issued 2,550,000 of its common shares to CIL and became
      its subsidiary. Conjunctively, George J. Coates, Gregory G. Coates and the
      Coates Trust granted a non-exclusive license at the same time to Coates
      Motorcycle for a minority equity interest without any anti-dilution
      rights.

      On March 5, 2004 this Sublicense Agreement was amended and the
      anti-dilution rights were terminated and the Company received an
      additional 1,000,000 shares of Coates Motorcycle.

ITEM 3. CONTROLS AND PROCEDURES

      (a) Evaluation of Disclosure Controls and Procedures.

            Within the 90 days prior to the filing date of this Quarterly Report
      on Form 10-QSB, our Chief Executive Officer and our Principal Financial
      Officer evaluated the effectiveness of our disclosure controls and
      procedures as defined in Rule 13a-14(c) under the Securities Exchange Act
      of 1934, as amended (the "Exchange Act"). Based upon that evaluation, the
      Chief Executive Officer and the Principal Financial Officer, have
      concluded that our current disclosure controls and procedures are adequate
      and effective to ensure that information required to be disclosed in the
      reports we file under the Exchange Act is recorded, processed, summarized
      and reported on a timely basis.

      (b) Changes in Internal Controls.

            There have been no significant changes in our internal controls or
      in other factors that could significantly affect internal controls
      subsequent to the date of their evaluation by the Chief Executive Officer
      and the Principal Financial Officer.


                                       9
<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      The Company, its officers and directors and other related and unrelated
parties have been named as defendants in a lawsuit brought in the Superior Court
of New Jersey, Law Division, Ocean County, by a local New Jersey attorney, as a
pro se plaintiff and captioned H. Alton Neff v. George Coates, Coates
International, Ltd. et al, based upon that plaintiff's contention that he is the
assignee of 1107 N.W. Central Avenue, Inc. 1107 and the Company entered into a
Preliminary Agreement in relation to the potential grant, by the Company of a
license to 1107. The Preliminary Agreement provided that the $500,000 deposit of
1107 would convert to the stock of the Company if 1107 did not make the next
payment required by the Preliminary Agreement. 1107 did not make the next
payment; therefore, the deposit converted into shares of the Company's
restricted common stock. Company management deems this lawsuit without merit and
intends to vigorously defend this action and to seek from the plaintiff payment
of its legal fees and costs.

Item 2 CHANGES IN SECURITIES

      None

c) sales of unregistered securities during the quarter ended June 30, 2004:

      During the quarter ended June 30, 2004, the Company placed 218,572
restricted common shares with 5 accredited investors and received gross
subscription proceeds of $565,000 pursuant to its private placement. The Company
conducted its private placement pursuant to the exemption from the registration
requirements of the Securities Act of 1933 and applicable state registration
requirements provided by Rule 506 of Regulation D. All of the 5 accredited
investors had pre-existing relationships with the Company and the certificates
representing the securities subscribed for bore the appropriate restrictive
legend.

Item 3 DEFAULTS ON SENIOR SECURITIES

      None

Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      On March 5, 2004, the Company declared a stock dividend to its
stockholders of record at the close of business on that date to distribute
1,000,000 shares of the common stock of Coates Motorcycle it received pursuant
to the terms of the Sublicense Agreement. Stockholders of record on March 5,
2004, will be entitled to receive 1 share of the common stock of Coates
Motorcycle for each 44.3067 Company common shares beneficially owned of record
on that date. No dividend will be issued on fractional shares. The stock
dividend is subject to certain contingencies: the effective registration of the
1,000,000 Coates Motorcycle common shares under the Securities Act of 1933 for
purposes of distributing these shares to Company shareholders, and the
successful closing on the public sale of the minimum amount of Coates Motorcycle
units in its initial public offering. Subsequently, the Company increased the
size of the stock dividend from 1,000,000 shares to 1,500,000 shares, providing
for the distribution of 1 share of the common stock of Coates Motorcycle for
each 29.871 Company common shares owned of record.


                                       10
<PAGE>

Item 5 OTHER INFORMATION

      On July 27, 2004, the Company executed an agreement of sale to purchase an
industrial complex comprised of approximately 8 buildings, representing an
aggregate 355,482 square feet of industrial and office space, situated on
approximately 113.60 acres of land located in the Township of Howell, Monmouth
County, State of New Jersey for the purchase price of $10,000,000. The agreement
is subject to a number of contingencies, including a 120 day due diligence
period to investigate, among other things, the property's compliance with
applicable environmental laws, rules and regulations.

Item 6 EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits:

            10.17 Amendment to License Agreement, dated April 1, 2004, by and
between Coates International, Ltd., as Licensor, and McLean, England and
Associates, LLC, as Licensee.

            10.18 Agreement of Sale by and between WDH Howell, LLC and Coates
International, Ltd., dated July 27, 2004.

            31.1 and 31.2 Certification of the Chief Executive Officer and
Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

            32.1 and 32.2 Certification of Chief Executive Officer and Principal
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18
U.S.C. Section 1350.

      (b) Reports on Form 8-K: None.


                                   SIGNATURES



      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-QSB for the quarter ended June 30, 2004
to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: August 19, 2004                       COATES INTERNATIONAL, LTD.

                                             By: /s/ George J. Coates
                                                 ----------------------------

                                                 George J. Coates, President

                                                 Chief Executive Officer and

                                                 Principal Financial Officer


                                       11