SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

Commission File Number 0-20975

Cusip# 88033R205

NOTIFICATION OF LATE FILING

(Check One): [_] Form 10-K [_] Form 11-K [_] Form 20-F [x] Form 10-Q[_] Form N-SAR

For Period Ended: June 30, 2004

    [_]        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:______________________________________

        Read attached instruction sheet before preparing form. Please print or type.

        Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

        If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

Tengasco, Inc.
Full name of registrant

Former name if applicable


603 Main Avenue
Address of principal executive office (Street and number)

Knoxvile, TN 37902
City, state and zip code

PART II

RULE 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.)

  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will

[x]

be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


PART III

NARRATIVE

        State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

Registrant is unable to meet the August 16, 2004 filing date. Registrant held its annual meeting of shareholders, elected a new board of directors, and appointed new members to its Audit Committee on August 12, 2004 and as a result, additional time is requird for the new members of the Audit Committee to review the Form 10-Q which will be filed within the extension period.

PART IV

OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification
Kenneth N. Miller
(Name)

212-944-7595
(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?


[x] Yes [_] No

        If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 13, 2004

By: s/ Richard T. Williams
Richard T. Williams
Cheif Executive Officer

Rider

        The Company recognized $1,380,289 in oil and gas revenues from its Kansas Properties and the Swan Creek Field during the second quarter of 2004 compared to $1,436,848 in the second quarter of 2003. The decrease in revenues was due to a decrease in production from Kansas and Swan Creek oil sales and from gas sales in Swan Creek. The decrease in pipeline transportation revenues of $20,543 is directly related to the decrease of gas volumes in Swan Creek.

        The Company realized a net loss attributable to common shareholders of approximately $221,628 ($0.00) per share of common stock, during the second quarter of 2004 compared to a net loss in the second quarter of 2003 to common shareholders of $812,786 ($0.07) per share of common stock.

          INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

        Intentional misstatements or omissions of fact constitute Federal Criminal Violations (see 18 U.S.C. 1001).

GENERAL INSTRUCTIONS

    1.        This form is required by Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934.

    2.        One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

    3.        A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

    4.        Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

    5.        Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T.