Exhibit 99.4
                                                                    ------------

               Letter to Registered Holders and DTC Participants

                        Regarding the Offer to Exchange
         Any and All Outstanding 7 1/8% Series A Senior Notes due 2011
                                      for
                     7 1/8% Series B Senior Notes due 2011
                                       of
                              Pure Resources, Inc.

              Pursuant to the prospectus dated ____________, 2001

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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ___________,
2001 UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME
TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION DATE.

================================================================================

                              ______________, 2001

To Registered Holders and Depositary Trust Company Participants:

     We have been appointed by Pure Resources, Inc., to act as exchange agent in
connection with its offer (the "Exchange Offer") to exchange new 7 1/8% Series B
Senior Notes due 2011 ("Exchange Notes") that have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for all of its
outstanding 7 1/8% Series A Senior Notes due 2011 (the "Old Notes"), upon the
terms and subject to the conditions set forth in the prospectus dated
___________, 2001 and in the accompanying Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Exchange Offer.  Capitalized terms
used but not defined herein have the respective meanings ascribed to them in the
prospectus.

     Enclosed herewith are copies of the following documents:

     1.   The prospectus dated ___________, 2001;

     2.   The Letter of Transmittal for your use and for the information of your
clients, together with guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substitute Form W-9 providing
information relating to backup federal income tax withholding;

     3.   The Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if the Old Notes and all other required documents cannot be delivered to
the exchange agent prior to the Expiration Date;

     4.   A form of letter which may be sent to your clients for whose account
you hold Old Notes in your name or in the name of a nominee, with space provided
for obtaining such clients' instructions with regard to the Exchange Offer; and

     5.   A return envelope addressed to the exchange agent.

     DTC Participants will be able to execute tenders and deliver consents
through the DTC Automated Tender Offer Program.

     Please note that the Exchange Offer will expire at 5:00 p.m., New York City
time, on ______________, 2001, unless extended by Pure.  We urge you to contact
your clients as promptly as possible.

     You will be reimbursed for customary mailing and handling expenses incurred
by you in forwarding the enclosed materials to your clients.


     Additional copies of the enclosed materials may be obtained from the
exchange agent, at the address and telephone numbers set forth below.

                               Very truly yours,

                           First Union National Bank

                    First Union Customer Information Center
                      Corporate Trust Operations - NC1153
                      1525 West W. T. Harris Blvd. - 3C3
                           Charlotte, NC 28262-1153
                            Attention: Marsha Rice
                             ____________________

     Nothing contained herein or in the enclosed documents shall constitute you
or any other person as the agent of Pure or the exchange agent or authorize you
or any other person to give any information or make any representation on behalf
of any of them with respect to the Exchange Offer not contained in the
prospectus or the Letter of Transmittal.