SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                               -------------------


                  AMENDMENT NO. 1 TO CURRENT REPORT ON FORM 8-K
                   FILED WITH THE COMMISSION ON MARCH 31, 1997



                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  March 27, 1998

                      Coates International, Inc.
        Exact name of Registrant as specified in charter)

    Delaware            33-94884              22-2925432
(State or other       (Commission           (IRS employer
jurisdiction of       file number)           identification
incorporation                                       no.)


  Highway 34 & Ridge Road, Wall, New Jersey         07719
(Address of principal executive office)            Zip Code

Registration telephone number, including area code: (732) 449-7717


Former name or former address, if changed since last report)













         Item 7.           Financial Statements and Exhibits.

                            (a),(b): Not applicable.

                           (c): Exhibits (1):  Registrant hereby files a copy of
         the Letter to Moore Stephens,  P.C., dated March 31, 1998, re change in
         certifying  accountants is filed  herewith in accordance  with Item 601
         (16) of Regulation S-K.

                                   SIGNATURES


                  Pursuant to the requirements of the Securities Exchange Act of
         1934, as amended,  the  Registrant has duly caused this Amendment No. 1
         to  Registrant's  Current  Report  to be  signed  on its  behalf by the
         undersigned
         hereunto duly authorized.


         April 1, 1998                      Coates International, Ltd.



                                            By:  s/George J. Coates
                                                George J. Coates, President
































coates.8kA

                                        2




                           Coates International, Ltd.
                             Highway 34 & Ridge Road
                             Wall, New Jersey 07719


                                 March 31, 1998


VIA TELECOPY ONLY

Moore Stephens, P.C.
340 North Avenue
Cranford, New Jersey 07016-2496

                       RE:     Coates International, Ltd.

Gentlemen:

         Please be  advised  that the Board of  Directors  has acted to  dismiss
Moore Stephens, P.C. as the independent auditors for Coates International, Ltd.,
effective  March 27, 1998. In accordance  with the rules and  regulations of the
Securities Exchange Act of 1934, as amended, attached hereto please find Current
Report on Form 8-K which  Registrant shall file with the Securities and Exchange
Commission (the "Commission")  today.  Please be advised that you have the right
to furnish Coates International,  Ltd. with a letter addressed to the Commission
stating whether or not you agree with these statements contained in the attached
Current  Report and that if you do so furnish such a letter it shall be filed as
an exhibit to the subject  Current  Report  within the time period  specified by
law.


                                             Very truly yours,
                                             Coates International,Ltd.

                                             s/George J. Coates
                                             George J. Coates, President

Attach.