Exhibit 99.5


                                 TENGASCO, INC.
                                 603 Main Avenue
                                    Suite 500
                               Knoxville, TX 37902


                                                                   January, 2004


Dear Shareholder:

        On behalf of the Board of Directors of Tengasco,  Inc. (the  "Company"),
we are pleased to provide  details on the Company's  rights offering to purchase
shares of common  stock,  $.001 par value (the  "Shares"),  with each such right
entitling  the holder to purchase  three  Shares at the price of $0.25 per Share
purchased.

        Each  beneficial  owner of the  Company's  common stock has one right to
purchase  three  Shares  for each  share of  common  stock  that  they  owned on
_____________, 2004. You will not receive any fractional rights.

        If you fully exercise the basic  subscription  privilege  issued to you,
you may subscribe for additional Shares through the oversubscription  privilege.
If the Company's other  shareholders  receiving  rights do not elect to purchase
all of the Shares offered under their basic subscription privilege,  then Shares
purchased  through the  oversubscription  privilege  will be allocated  pro rata
based on the  number  of  Shares  each  subscriber  for  additional  Shares  has
purchased under the basic subscription privilege, as more fully described in the
Prospectus.

        Enclosed are copies of the following documents:

        1.  the Prospectus;

        2.   the Instructions for Use of Tengasco, Inc. Rights Certificates;

        3.   the Rights Certificate; and

        4.   a return envelope  addressed to Mellon Investor  Services LLC, the
Subscription Agent.

        The enclosed Prospectus  describes the rights offering and the procedure
to follow if you choose to exercise your rights.  Please read the Prospectus and
other enclosed materials carefully.

        Your prompt action is requested. The rights offering will expire at 5:00
p.m., New York City time, on ____________,  2004, unless extended by the Company
in its sole discretion (the "Expiration Date").

        To exercise  your  rights,  a properly  completed  and  executed  Rights
Certificate  and  payment  in  full  for  all of the  Shares  purchased  must be
delivered to the Subscription Agent as indicated in the Prospectus prior to 5:00
p.m., New York City time, on the Expiration Date.

        Additional copies of the enclosed  materials may be obtained from Mellon
Investor Services. Their toll-free telephone number is (888) 566-9477.

        We are  pleased  to offer  you this  opportunity  and hope that you will
consider a further investment in the Company.

                                                    Sincerely,


                                                    TENGASCO, INC.