<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>7
<FILENAME>e753143ex99_3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>


                                                                    Exhibit 99.3


                             INSTRUCTIONS FOR USE OF

                                 TENGASCO, INC.

                               RIGHTS CERTIFICATES
                          ----------------------------

            CONSULT MELLON INVESTOR SERVICES LLC, YOUR BANK OR BROKER
                               AS TO ANY QUESTIONS

     The  following  instructions  relate  to a  rights  offering  (the  "Rights
Offering") by Tengasco,  Inc., a Tennessee  corporation (the "Company"),  to the
holders of its common stock,  par value $0.001 per share  ("Common  Stock"),  as
described  in   Tengasco,   Inc.'s   prospectus,   dated   January,   2004  (the
"Prospectus").  Holders of record of Common  Stock at the close of  business  on
__________,   2004  (the  "Record  Date")  will  receive  one   non-transferable
subscription  right (the  "Subscription  Rights") for each share of Common Stock
held  by them  as of the  close  of  business  on the  Record  Date,  with  each
Subscription  Right  representing  the right to purchase  three shares of Common
Stock. An aggregate of 12,100,000 Subscription Rights exercisable to purchase an
aggregate  of  36,300,000  shares of  Common  Stock  are  being  distributed  in
connection with the Rights  Offering.  Each  Subscription  Right is exercisable,
upon  payment  of $0.25  (the  "Subscription  Price")  per share  purchased,  to
purchase  three shares of Common Stock for an  aggregate  Subscription  Price of
$0.75 for each  Subscription  Right (the  "Basic  Subscription  Privilege").  In
addition,  subject to the allocation  described below, each  Subscription  Right
also  carries the right to  subscribe  at the  Subscription  Price per share for
additional  unsubscribed  shares equal to the percentage of shares  purchased by
you under the Basic Subscription  Privilege,  as compared to the total number of
shares  purchased by all  shareholders,  including you, who are exercising their
oversubscription  privilege  (the  "Oversubscription   Privilege")  (subject  to
proration). See "The Rights Offering" in the Prospectus.

     No fractional Subscription Rights or cash in lieu thereof will be issued or
paid. The total number of Subscription Rights issued to each shareholder will be
rounded down to the next lowest full Subscription Right.

     The  Subscription  Rights will expire at 5:00 p.m.,  New York City time, on
__________, 2004 (as it may be extended, the "Expiration Date").

     You are entitled to one  Subscription  Right for each share of Common Stock
you own as of the Record Date.  You should  indicate  your wishes with regard to
the exercise of your Subscription  Rights by completing the appropriate  section
on the back of your Rights  Certificate and returning the Rights  Certificate to
the Subscription Agent in the envelope provided.

     THE SUBSCRIPTION AGENT MUST RECEIVE YOUR COMPLETED RIGHTS CERTIFICATE ON OR
BEFORE THE EXPIRATION  DATE. IN ADDITION,  THE  SUBSCRIPTION  AGENT MUST RECEIVE
PAYMENT OF THE SUBSCRIPTION PRICE,  INCLUDING FINAL CLEARANCE OF ANY CHECKS, FOR
ALL  SUBSCRIPTION  RIGHTS  EXERCISED ON OR BEFORE THE  EXPIRATION  DATE.  ONCE A
HOLDER OF  SUBSCRIPTION  RIGHTS HAS EXERCISED THE  SUBSCRIPTION  PRIVILEGE  SUCH
EXERCISE MAY NOT BE REVOKED.

        1. Subscription  Privileges.  To exercise Subscription Rights,  properly
complete and execute your Rights  Certificate and send it, together with payment
in full of the Subscription  Price for each share of Common Stock subscribed for
pursuant to the Subscription  Privilege to the Subscription  Agent.  Delivery of
the Rights  Certificate  must be made by mail,  by hand delivery or by overnight
delivery.  FACSIMILE DELIVERY OF THE RIGHTS CERTIFICATE WILL NOT BE ACCEPTED AND
WILL NOT CONSTITUTE  VALID DELIVERY.  All payments must be made in United States
dollars by (a) check or bank draft  (cashier's  check)  drawn on a U.S.  bank or
money order payable to Mellon Investor  Services LLC (acting on behalf of Mellon
bank N.A. as Subscription  Agent) or (b) wire transfer of immediately  available
funds to the account  maintained by the  Subscription  Agent for such purpose at
[JP Morgan Chase, ABA 021-000-021,  New York NY, account no. 323-885489,  Mellon
Investor  Services  Control FBO Tengasco,  Inc.,  F/C 601570179,  Attn.:  Evelyn
O'Connor, telephone no. 201-296-4515].  The Subscription Price will be deemed to

<PAGE>

have been received by the Subscription  Agent under the conditions  described in
the paragraph below entitled Acceptance of Payments.

        Banks,  brokers and other  nominee  holders of  Subscription  Rights who
exercise  the  Subscription   Privilege  on  behalf  of  beneficial   owners  of
Subscription Rights will be required to certify to the Subscription Agent and to
the Company as to the  aggregate  number of  Subscription  Rights that have been
exercised by each beneficial  owner of Subscription  Rights on whose behalf such
nominee holder is acting.

        Acceptance of Payments. Payments will be deemed to have been received by
the Subscription Agent only upon (a) the clearance of any uncertified check, (b)
the  receipt  by the  Subscription  Agent of any  certified  check or bank draft
(cashier's check) drawn on a U.S. bank, money order or (c) immediately available
funds  transferred  through a wire transfer.  IF PAYING BY UNCERTIFIED  PERSONAL
CHECK,  PLEASE NOTE THAT THE FUNDS PAID THEREBY MAY TAKE AT LEAST FIVE  BUSINESS
DAYS TO CLEAR FOLLOWING RECEIPT BY THE SUBSCRIPTION AGENT. ACCORDINGLY,  HOLDERS
OF  SUBSCRIPTION  RIGHTS  WHO  WISH TO PAY THE  SUBSCRIPTION  PRICE  BY MEANS OF
UNCERTIFIED PERSONAL CHECKS ARE URGED TO MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF
THE  EXPIRATION  DATE TO ENSURE THAT THE  SUBSCRIPTION  AGENT  RECEIVES  CLEARED
PAYMENT BY SUCH DATE. YOU ARE URGED TO CONSIDER  PAYMENT BY MEANS OF A CERTIFIED
CHECK, BANK DRAFT (CASHIER'S CHECK) OR MONEY ORDER.

        Contacting the Subscription Agent. The address,  telephone and facsimile
numbers of the Subscription Agent are as follows:
<TABLE>

<S>                                       <C>                                 <C>
By Mail:                                  Facsimile Transmission              By Hand:
Mellon Bank, N.A.                         (eligible institutions only):       Mellon Bank, N.A.
c/o Mellon Investor Services LLC          (201) 296-4293                      c/o Mellon Investor Services LLC
Post Office Box 3301                      To confirm receipt of facsimile     120 Broadway, 13th Floor
Hackensack, NJ 07606                      only:                               New York, NY 10271
Attn:  Reorganization Department          (201) 296-4860                      Attn:  Reorganization Department
</TABLE>

                            If by Overnight Courier:
                                Mellon Bank, N.A.
                        c/o Mellon Investor Services LLC
                     85 Challenger Road - Mail Drop - Reorg
                            Ridgefield Park, NJ 07660
                         Attn: Reorganization Department

        The address and  telephone  number of Mellon  Investor  Services LLC for
inquiries, information or requests for additional documentation is as follows:

                            44 Wall Street, 7th Floor
                               New York, NY 10005
                                 (888) 566-9477
                        (banks and brokers call collect)

        The Subscription  Agent must receive the Rights  Certificate and payment
of the estimated subscription price on or before the Expiration Date. Deposit in
the  mail  will  not  constitute   delivery  to  the  Subscription   Agent.  The
Subscription  Agent has discretion to refuse to accept any improperly  completed
or unexecuted rights certificate.

        No Subscription Rights Amount; Effect of Over and Underpayments.  If you
have not indicated the number of Subscription Rights being exercised,  or if you
do not deliver the dollar amount  sufficient to purchase the number of shares of
Common  Stock  subscribed  for,  you  will  be  deemed  to  have  exercised  the
Subscription  Privilege with respect to the maximum number of whole Subscription
Rights which may be exercised for the Subscription Price payment you deliver. To
the  extent  that the dollar  amount  you  deliver  exceeds  the  product of the
Subscription Price multiplied by the number of Subscription  Rights evidenced by
the  Rights  Certificate  you  deliver  (such  excess  being  the  "Subscription
Excess"), any excess amount will be returned to you.

<PAGE>

          2.  Delivery  of Stock  Certificates.  The  following  deliveries  and
payments  to you will be made to the  address  shown on the face of your  Rights
Certificate unless you provide  instructions to the contrary on the reverse side
of your Rights Certificate.

             (a) Basic Subscription  Privilege. As soon as practicable after the
valid exercise of Subscription  Rights and the Expiration Date, the Subscription
Agent  will mail to each  exercising  Subscription  Rights  holder  certificates
representing shares of Common Stock purchased pursuant to the Basic Subscription
Privilege.

             (b)  Oversubscription  Privilege.  As soon as practicable after the
Expiration  Date and after all prorations and  adjustments  contemplated  by the
terms of the Rights  Offering have been effected,  the  Subscription  Agent will
mail  to  each   Subscription   Rights   holder  who   validly   exercises   the
Oversubscription  Privilege  the  number of  certificates  represents  shares of
Common  Stock  allocated  to such  Subscription  Rights  holder  pursuant to the
Oversubscription Privilege. See "The Rights Offering" in the Prospectus.

             (c) Excess  Payments.  As soon as practicable  after the Expiration
Date and after all prorations and  adjustments  contemplated by the terms of the
Rights  Offering have been effected,  the  Subscription  Agent will mail to each
Subscription  Rights holder promptly any excess funds received (without interest
or  deduction) in payment of the  Subscription  Price for shares of Common Stock
that are  subscribed  for but not allocated to such  Subscription  Rights holder
pursuant to the Subscription Privilege.

        3. To Have a Rights Certificate Divided into Smaller  Denominations.  To
have a Rights  Certificate  divided  into  certificates  for smaller  numbers of
Subscription  Rights,  send your  Rights  Certificate,  together  with  complete
instructions (including specification of the whole number of Subscription Rights
you wish to be evidenced by each new Rights  Certificate)  signed by you, to the
Subscription  Agent,  allowing  a  sufficient  amount  of time  for  new  Rights
Certificates  to be issued  and  returned  so that they can be used prior to the
Expiration  Date.  Alternatively,  you may ask a bank or broker  to effect  such
actions  on your  behalf.  As a result of  delays  in the mail,  the time of the
transmittal,  the  necessary  processing  time and  other  factors,  you may not
receive  such new  Rights  Certificates  in time to enable  you to  complete  an
exercise by the Expiration Date.  Neither the Company nor the Subscription Agent
will be liable to you for any such delays.

        4. Execution.

           (a)  Execution  by  Registered  Holder.  The  signature on the Rights
Certificate must correspond with the name of the registered holder exactly as it
appears on the face of the Rights  Certificate  without any alteration or change
whatsoever. Persons who sign the Rights Certificate in a representative or other
fiduciary  capacity must indicate their capacity when signing and, unless waived
by the Subscription Agent in its sole and absolute  discretion,  must present to
the Subscription Agent satisfactory evidence of their authority so to act.

           (b) Execution by Person Other than Registered  Holder.  If the Rights
Certificate  is executed by a person  other than the holder named on the face of
the Rights Certificate, proper evidence of authority of the person executing the
Rights Certificate must accompany the same unless the Subscription Agent, in its
discretion, dispenses with proof of authority.

        5. Method of Delivery. The method of delivery of Rights Certificates and
the payment of the Subscription  Price to the Subscription  Agent will be at the
election and risk of the  Subscription  Rights  holder.  If sent by mail,  it is
recommended that they be sent by registered mail, properly insured,  with return
receipt  requested,  and that a  sufficient  number of days be allowed to ensure
delivery to the Subscription Agent prior to the Expiration Date.

        6. Special  Provisions  Relating to the Delivery of Subscription  Rights
through Depository Facility Participants. In the case of holders of Subscription
Rights that are held of record  through The  Depository  Trust Company  ("DTC"),
exercises of the  Subscription  Privilege may be effected by instructing  DTC to
transfer  Subscription Rights (such Subscription  Rights,  "Depository  Rights")
from the DTC  account  of such  holder to the DTC  account  of the  Subscription
Agent,  together with payment of the Subscription Price for each share of Common
Stock subscribed for pursuant to the Subscription Privilege.


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</DOCUMENT>
