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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNITED STATES </FONT></H1>

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<A NAME=A002></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURITIES and
EXCHANGE COMMISSION </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>WASHINGTON, D.C. 20549 </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM 8-K </FONT></H1>

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<A NAME=A005></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Current Report Pursuant
to Section 13 or 15(d) of the </FONT></H1>

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<A NAME=A006></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Securities Exchange
Act of 1934 </FONT></H1>

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<A NAME=A007></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date of Report (Date
of Earliest Event Reported): </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>June 29, 2006 </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Tengasco, Inc. </U></FONT></P>

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<A NAME=A010></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Exact Name of
Registrant as specified in its charter) </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Commission File Number
0-20975 </FONT></P>




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     <TH><u>Tennessee</u> </TH>
     <TH></TH>
     <TH>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp; &nbsp;&nbsp;  <u> 87-0267438</u></TH></TR>
<TR VALIGN="TOP">
     <TD>(State or other jurisdiction of<br>incorporation or organization)  </TD>
     <TD> </TD>
     <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp; &nbsp;&nbsp;(I.R.S. Employer Identification No.)</TD></TR>
<TR VALIGN="TOP">
     <TD></TD>
     <TD></TD>
     <TD></TD></TR>
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     <TD></TD>
     <TD></TD>
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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;</I></FONT></P>





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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>10215 Technology
Drive N.W., Suite 301, Knoxville, Tennessee 37932 </U></FONT></P>

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<A NAME=A014></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Address of Principal
Executive Office </FONT></P>

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<A NAME=A015></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>(865) 675-1554 </U></FONT></P>

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<A NAME=A016></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Registrant&#146;s
Telephone number) </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below): [ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 1.01 Entry into a
Material Definitive Agreement. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On June
29, 2006, Tengasco, Inc. (the &#147;Company&#148;) entered into a $50,000,000 revolving
senior credit facility with Citibank Texas, N.A. in its own capacity and also as agent for
other banks. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
the facility, loans and letters of credit will be available to the Company on a revolving
basis in an amount outstanding not to exceed the lesser of $50,000,000 or the borrowing
base in effect from time to time. The Company&#146;s initial borrowing base was set at
$2,600,000. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
initial loan under the facility with Citibank closed on June 29, 2006 in the principal
amount of $2.6 million, bearing interest at a floating rate equal to LIBOR plus 2.5%,
resulting in a current rate of interest of approximately 8.2%. Interest only is payable
during the term of the loan and the principal balance of the loan is due thirty-six months
from closing. The facility is secured by a lien on substantially all of the Company&#146;s
producing and non-producing oil and gas properties and pipeline assets. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;$1.393
million of the $2.6 million loan proceeds was used by the Company on June 29, 2006 to
exercise its option to repurchase from Hoactzin Partners, L.P. (&#147;Hoactzin&#148;) the
Company&#146;s obligation to drill the final six wells of the Company&#146;s twelve-well
Kansas drilling program (the &#147;Twelve Well Program&#148;). The Company had previously
accepted an exchange from Hoactzin of promissory notes made by the Company in the
principal amount of $2,514,000 for a 94.3% working interest in the Twelve Well Program.
The Company retained the remaining 5.7% working interest in the Twelve Well Program. The
promissory notes exchanged were originally issued by the Company in connection with loans
made to the Company by Dolphin Offshore Partners, L.P. (&#147;Dolphin&#148;) to fund the
Company&#146;s cash exchange to holders of its Series A, B and C Preferred Stock as part
of its offer to eliminate its preferred stockholders. Peter E. Salas, the Chairman of the
Board of Directors of the Company, is the controlling person of Hoactzin. He is also the
sole shareholder and controlling person of Dolphin Management, Inc., the general partner
of Dolphin, which is the Company&#146;s largest shareholder. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
a result of the repurchase, the Twelve Well Program has now been converted to a six well
program and Hoactzin will continue to receive production from those six wells in
accordance with the payment terms of the drilling program plus an additional 6.25%
overriding royalty in those six wells. If the Company did not exercise its repurchase
option, Hoactzin would have received a 94% working interest in the final six wells of the
program. Instead, it will receive only a 6.25% overriding royalty in six Company wells to
be drilled. Since the Company&#146;s prior eight-well program drilling obligations were
also satisfied earlier in 2006, the Company as of June 30, 2006 has no obligation to drill
any additional wells for any parties other than the Company itself. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
balance of the $2.6 million loan will be used by the Company for lease acquisition and
three dimensional seismic shoots and analysis for oil exploration on a large tract in
Kansas. </FONT></P>


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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 2.02.  Results of Operations and Financial Condition. </FONT></H1>










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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
July 5, 2006, Tengasco, Inc. issued a press release which, among other things, discloses
the Company&#146;s record level oil production in Kansas for the month of June, 2006 and
the second quarter ended June 30, 2006. The full text of the press release issued in
connection with the announcement is furnished as Exhibit 99.1 to this Current Report on
Form 8-K. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
information in this Form 8-K (including Exhibit 99.1) shall not be deemed
&#147;filed&#148; for purposes of Section 18 of the Securities Exchange Act of 1934 (the
&#147;Exchange Act&#148;) or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, except as expressly set forth by specific reference in such a
filing. </FONT></P>


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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet  Arrangement of a Registrant.</FONT></H1>






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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
information set forth under Item 1.01 &#147;Entry into a Material Definitive
Agreement&#148; above is incorporated herein by reference. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9.01 Financial
Statements and Exhibits </FONT></H1>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) Exhibits<br>10.1     Loan and Security Agreement dated as of June 29, 2006 between Tengasco, Inc. and Citibank Texas, N.A. </FONT></P>



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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>99.1 Press Release dated
July 5, 2006 </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly
caused and authorized this report to be signed on its behalf by the undersigned. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Dated: July 5, 2006 </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Tengasco,
Inc.</FONT></P>









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     <TD>By: <u>s/Jeffrey R. Bailey</u><br>Jeffrey
R. Bailey, <BR>Chief Executive Officer</TD>
     <TD></TD>
     <TD></TD></TR>
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     <TD></TD>
     <TD></TD>
     <TD></TD></TR>
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     <TD></TD>
     <TD></TD>
     <TD></TD></TR>
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UNITED STATES
SECURITIES and
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange
Act of 1934
Date of Report (Date
of Earliest Event Reported):
June 29, 2006
Tengasco, Inc.
(Exact Name of
Registrant as specified in its charter)
Commission File Number
0-20975
Tennessee
87-0267438
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
10215 Technology
Drive N.W., Suite 301, Knoxville, Tennessee 37932
(Address of Principal
Executive Office
(865) 675-1554
(Registrant's
Telephone number)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below): [ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a
Material Definitive Agreement.
On June
29, 2006, Tengasco, Inc. (the "Company") entered into a $50,000,000 revolving
senior credit facility with Citibank Texas, N.A. in its own capacity and also as agent for
other banks.
Under
the facility, loans and letters of credit will be available to the Company on a revolving
basis in an amount outstanding not to exceed the lesser of $50,000,000 or the borrowing
base in effect from time to time. The Company's initial borrowing base was set at
$2,600,000.
The
initial loan under the facility with Citibank closed on June 29, 2006 in the principal
amount of $2.6 million, bearing interest at a floating rate equal to LIBOR plus 2.5%,
resulting in a current rate of interest of approximately 8.2%. Interest only is payable
during the term of the loan and the principal balance of the loan is due thirty-six months
from closing. The facility is secured by a lien on substantially all of the Company's
producing and non-producing oil and gas properties and pipeline assets.
$1.393
million of the $2.6 million loan proceeds was used by the Company on June 29, 2006 to
exercise its option to repurchase from Hoactzin Partners, L.P. ("Hoactzin") the
Company's obligation to drill the final six wells of the Company's twelve-well
Kansas drilling program (the "Twelve Well Program"). The Company had previously
accepted an exchange from Hoactzin of promissory notes made by the Company in the
principal amount of $2,514,000 for a 94.3% working interest in the Twelve Well Program.
The Company retained the remaining 5.7% working interest in the Twelve Well Program. The
promissory notes exchanged were originally issued by the Company in connection with loans
made to the Company by Dolphin Offshore Partners, L.P. ("Dolphin") to fund the
Company's cash exchange to holders of its Series A, B and C Preferred Stock as part
of its offer to eliminate its preferred stockholders. Peter E. Salas, the Chairman of the
Board of Directors of the Company, is the controlling person of Hoactzin. He is also the
sole shareholder and controlling person of Dolphin Management, Inc., the general partner
of Dolphin, which is the Company's largest shareholder.
As
a result of the repurchase, the Twelve Well Program has now been converted to a six well
program and Hoactzin will continue to receive production from those six wells in
accordance with the payment terms of the drilling program plus an additional 6.25%
overriding royalty in those six wells. If the Company did not exercise its repurchase
option, Hoactzin would have received a 94% working interest in the final six wells of the
program. Instead, it will receive only a 6.25% overriding royalty in six Company wells to
be drilled. Since the Company's prior eight-well program drilling obligations were
also satisfied earlier in 2006, the Company as of June 30, 2006 has no obligation to drill
any additional wells for any parties other than the Company itself.
The
balance of the $2.6 million loan will be used by the Company for lease acquisition and
three dimensional seismic shoots and analysis for oil exploration on a large tract in
Kansas.
Item 2.02.  Results of Operations and Financial Condition.
On
July 5, 2006, Tengasco, Inc. issued a press release which, among other things, discloses
the Company's record level oil production in Kansas for the month of June, 2006 and
the second quarter ended June 30, 2006. The full text of the press release issued in
connection with the announcement is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
The
information in this Form 8-K (including Exhibit 99.1) shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the
"Exchange Act") or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet  Arrangement of a Registrant.
The
information set forth under Item 1.01 "Entry into a Material Definitive
Agreement" above is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits
(c) Exhibits
10.1     Loan and Security Agreement dated as of June 29, 2006 between Tengasco, Inc. and Citibank Texas, N.A.
99.1 Press Release dated
July 5, 2006
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly
caused and authorized this report to be signed on its behalf by the undersigned.
Dated: July 5, 2006
Tengasco,
Inc.
By:
s/Jeffrey R. Bailey
Jeffrey
R. Bailey,
Chief Executive Officer