COATES INTERNATIONAL LTD \DE\
NT 10-K, 1999-03-30
MOTOR VEHICLE PARTS & ACCESSORIES
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                   U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                   (Check One)
[X]Form 10-K and Form 10-KSB [ ] Form 20-F  [ ] Form  11-K [ ] Form  10-Q
   and Form 10-QSB [ ] Form N-SAR
         For Period Ended:  December 31, 1998
         [ ] Transition Report on Form 10-K
         [ ] Transition Report on Form 20-F
         [ ] Transition Report on Form 11-K 
         [ ] Transition  Report on Form 10-Q
         [ ]  Transition  Report on Form N-SAR
         For the Transition Period Ended:


         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:.  Not Applicable
 ................................................................................
Part I--Registrant Information

Full Name of Registrant:  Coates International, Ltd.
 ................................................................................
Former Name if Applicable:  Not Applicable.
 ................................................................................
Address of principal Executive Office (Street and Number)
Highway 34 & Ridgewood Road, Wall, New Jersey 07719
 ................................................................................
         City, State and Zip Code

Part II-Rules 12b-25 (b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

   X (a) The reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
   X (b) The  subject  annual  report on Form  10-KSB will be filed on or before
April 15, 1999,  the fifteenth  calendar day following the  prescribed due date,
March 31, 1999; and
     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable:  Not Applicable.



<PAGE>


PART III--Narrative

The reasons  Registrant's  Annual  Report on Form  10-KSB  could not be filed by
March 31, 1999, the prescribed due date therefor,  are set forth on the attached
letter of George Coates,  President and Chief  Executive  Officer of Registrant,
dated March 30, 1999.


PART IV--Other Information

           (1) Name and telephone number of person to contact in regard to this
               notification:
               George Coates, President            (732)      449-7717
 ................................................................................
                  (Name)                       (Area Code)  (Telephone Number)

         (2) Have all other periodic  reports required under section 13 or 15(d)
of the Securities  Exchange Act of 1934 or section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s):
                                                         [X] Yes  [ ] No

         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?:

                                                         [ ] Yes   [X] No

         Please see letter, dated March 30, 1999, from George Coates,  President
of  Registrant,   explaining  the  anticipated  changes,  both  narratively  and
quantitatively,  of any  significant  changes in the results of  operations  for
Registrant's  fiscal year ended December 31, 1998 from the  Registrant's  fiscal
year ended  December  31,  1997,  which will be  reflected  in the  Registrant's
earnings statements.

                           Coates International, Ltd.
 ................................................................................
                  (Name of Registrant as specified in charter)
has caused this notification to be signed on behalf by the undersigned
thereunto duly authorized 

Date...March 30, 1999..............  By..s/George Coates.......................
                                         George Coates, President















coat12b.99



<PAGE>


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

                                 March 30, 1999


VIA EDGAR FILING
Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

                  RE:      Coates International, Ltd.
                           Commission File No. 33-94884
                           Form 12b-25 re Form 10-KSB for
                           Fiscal Year Ended
                           December 31, 1998

Dear Ladies and Gentlemen:

         Pursuant to Rule 0-3 of the General Rules and  Regulations  promulgated
under the  Securities  Exchange Act of 1934,  as amended  (the "Act"),  attached
hereto for filing  please find one (1) conformed  signature  copy of Form 12b-25
submitted herewith for filing pursuant to Rule 12b-25 of the Act.

                                                PART III - NARRATIVE

         Please be  advised  that  Registrant's  management  is  endeavoring  to
complete its transmission of its financial  records to its independent  auditors
Rosenberg  Rich Baker  Berman &  Company,  which  firm is  currently  engaged in
preparing its report on our Company's  financial  statements  for the year ended
December 31,  1998.  Due to lack of  sufficient  in-house  financial  assistance
personnel,  it would have been  impossible  for the Company to have prepared and
submitted its Form 10-KSB for the fiscal year ended  December 31, 1998, by March
31, 1999,  without  incurring  unreasonable  expense and  enduring  unreasonable
burdens in the preparation thereof.

                                            PART IV - OTHER INFORMATION

         (3) Please be advised  that  Registrant  is unaware of any  significant
changes in the results of operations for its fiscal year ended December 31, 1998
as compared to that  reported in  Registrant's  Form 10-KSB for its prior fiscal
year ended December 31, 1997.

         Registrant  hereby  undertakes  to file the  subject  Form 10-KSB on or
before April 15, 1999.

                                    Very truly yours, COATES INTERNATIONAL, LTD.

                                    By:    s/ George Coates
                                          George Coates, President

coat12b.99


<PAGE>


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