As filed with the Securities and Exchange Commission on: October 26, 2000
                                                     Registration No. 333- _____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 TENGASCO, INC.
             (Exact name of registrant as specified in its charter)

TENNESSEE                                                           87-0267438
(State of incorporation)                         (I.R.S. Employer I.D. Number)


603 MAIN AVENUE
KNOXVILLE, TENNESSEE                                                     37902
(Address of principal executive offices)                            (zip code)

                       TENGASCO, INC. STOCK INCENTIVE PLAN
                             Full Title of the Plan

                              MR. ROBERT M. CARTER
                                    PRESIDENT
                                 TENGASCO, INC.
                                 603 MAIN AVENUE
                           KNOXVILLE, TENNESSEE 37902
                     (Name and address of agent for service)

                                 (865) 523-1124
          (Telephone number, including area code, of Agent for Service)





<PAGE>

                         CALCULATION OF REGISTRATION FEE

==========================================================================
Title of         Amount To         Proposed        Proposed        Amount
Class of         Be                Maximum         Maximum         of Fee
Securities To    Registered(1)     Price per       Offering
Be Registered                      Share(2)        Price
--------------------------------------------------------------------------
Common           1,000,000         $9.00           $9,000,000      $2,376
Stock, $.001
par value
==========================================================================

-------------

     (1)Pursuant to Rule 416 under the Securities Act of 1933, as amended,  this
registration statement also covers any additional securities that may be offered
or issued in connection with any stock split,  stock dividend,  recapitalization
or any other similar transaction  effected without the receipt of consideration,
which  results  in an  increase  in the number of the  Registrant's  outstanding
shares of Common Stock.

     (2)Estimated  in accordance  with Rule 457(h) under the  Securities  Act of
1933, as amended,  solely for the purpose of calculating  the  registration  fee
calculation  based on the  closing  price of the  Registrant's  Common  Stock as
reported on the American Stock Exchange on October 24, 2000.

                                        2

<PAGE>



                                     PART I

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* Information required by Part I to be contained in the section 10(a) prospectus
(the  "Prospectus")  is omitted from this  Registration  Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the "Act"),  and the
Note to Part I of Form S-8. The Prospectus will be provided to the  participants
in the Tengasco, Inc. Stock Incentive Plan (the "Plan") as specified by Rule 428
(b)(1) of the Act.  The  Registrant  will also  provide  participants  a written
statement  advising them of the  availability,  without charge,  upon written or
oral  request,  of  documents  incorporated  by  reference  in Item 3 of Part II
hereof.  The  statement  shall also  include  the  address  listing the title or
department and telephone number to which the request is to be directed.


                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission (the "Commission") are hereby  incorporated by reference in
this Registration Statement:

     1.  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year ended
December 31, 1999.

     2. Registrant's Quarterly Report on Form 10-QSB for the Quarter ended March
31, 2000.

     3. Registrant's  Quarterly Report on Form 10-QSB for the Quarter ended June
30, 2000.

     4. Registrant's Current Report on Form 8-K for event dated August 16, 2000.

     5. The  Description  of the  Registrant's  Common  stock  contained  in the
Registrant's  Registration  statement on Form 10-SB filed with the Commission on
August 5, 1997,  File No.  0-20975,  pursuant to Section 12(g) of the Securities
Exchange

                                        3

<PAGE>

Act of 1934 (the "Exchange  Act"),  including any report or amendment  filed for
the purpose of updating such description.

     6. The In addition, all documents subsequently filed by Registrant pursuant
to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post- effective  amendment which indicates that all securities offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
a part hereof from the date of filing of such documents.


ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of shares of Common Stock offered hereby have been passed upon
for the Registrant by Robson Ferber Frost Chan & Essner,  LLP, 530 Fifth Avenue,
New York, New York 10036. As of the date of this Registration Statement, certain
partners of Robson Ferber Frost Chan & Essner, LLP beneficially own an aggregate
of 35,100 shares of the  Registrant's  Common Stock, all of which were purchased
in the open market. In addition,  certain partners of Robson Ferber Frost Chan &
Essner,  LLP have been  granted  options to  purchase  additional  shares of the
Registrant's Common Stock and may further be granted options and/or rights under
the Plan.  However,  if such options  and/or  rights are granted under the Plan,
such grant will be  conditioned  upon the  surrender to the Company of any prior
options granted.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Registrant  is a  Tennessee  corporation.  Section  48-18-502  of  the
Tennessee  Business  Corporation  Act  (the  "TBCA")  allows  a  corporation  to
indemnify  any  director  in any  civil or  criminal  proceeding  (other  than a
proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged  liable to the  corporation or any other  proceeding in which he or she
was adjudged  liable on the basis that he or she improperly  received a personal
benefit)  by reason of  service as a  director  if the person to be  indemnified
conducted himself or herself in good faith and in a manner  reasonably  believed
to be in, or not opposed to, the best  interests of the  corporation,  and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct was unlawful.



                                        4

<PAGE>



     Unless  limited by its charter,  Section  48-18-503 of the TBCA  requires a
corporation to indemnify a director who was wholly successful,  on the merits or
otherwise,  in the  defense  of any  proceeding  to  which he or she was a party
because of his or her role as director against  reasonable  expenses incurred in
connection with the proceeding.  The  Registrant's  charter does not provide any
limitations on this right of indemnification.

     Pursuant to Section  48-18-504 of the TBCA,  the  Registrant  may advance a
director's  expenses  incurred in defending  any  proceeding  upon receipt of an
undertaking  and a statement of the director's  good faith belief that he or she
has met the standard of conduct described in Section 48-18-502.

     Section  48-18-505  of the TBCA  permits  a court,  upon  application  of a
director,  to  order  indemnification  if it  determines  that the  director  is
entitled to mandatory  indemnification under Section 48-18-503 or that he or she
is fairly and reasonably entitled to  indemnification,  whether or not he or she
met the standards set forth in Section 48-18-502.

     Section  48-18-506  of  the  TBCA  limits   indemnification  under  Section
48-18-502 to  situations  in which  either (i) the  majority of a  disinterested
quorum of  directors;  (ii)  independent  special  legal  counsel;  or (iii) the
stockholders determine that indemnification is proper under the circumstances.

     Section  48-18-507 of the TBCA extends  certain  indemnification  rights to
officers, employees and agents of a corporation as well.

     Regardless of whether a director,  officer, employee or agent has the right
to indemnity under Section 48-18-502 or Section  48-18-503 of the TBCA,  Section
48-18-508  allows the  corporation to purchase and maintain  insurance on his or
her behalf against liability resulting from his or her corporate role.

     Section  48-18-509 of the TBCA provides that the rights to  indemnification
and  advancement of expenses  shall not be deemed  exclusive of any other rights
under any bylaw, agreement, stockholder vote or vote of disinterested directors;
however,  no indemnification  may be made where a final adjudication  adverse to
the director  establishes his or her liability for breach of the duty of loyalty
to the  corporation  or its  stockholders  or for acts or omissions  not in good
faith or which involve intentional misconduct or a knowing violation of law.

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Regsitrant  has been
advised that in the

                                        5

<PAGE>



opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Act and is, therefore, unenforceable.

     In the event  that a claim for  indemnification  against  such  liabilities
(other  than  payment  by the  Registrant  of  expenses  incurred  or  paid by a
director,  officer or  controlling  person of the  Registrant in the  successful
defenses  of any action,  suit or  proceeding)  is  asserted  by such  director,
officer or controlling  person in connection  with the securities  being offered
hereunder, the Registrant will, unless in the opinion of its counsel that matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the questions whether such  indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

4.1      Tengasco, Inc. Incentive Stock Plan

5.1      Opinion of Robson Ferber Frost Chan & Essner, LLP

23.1     Consent of BDO Seidman, LLP

23.2     Consent of Robson  Ferber  Frost  Chan & Essner,  LLP is  contained  in
         Exhibit No. 5.1

24.1     Reference  is  made to the  Signatures  section  of  this  Registration
         Statement for the Power of Attorney contained therein.


ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made of
the  securities   registered   hereby,  a   post-effective   amendment  to  this
Registration Statement:

        (A) to include any prospectus required by Section 10(a)(3) of the Act;


                                        6

<PAGE>



        (B) to reflect in the  prospectus  any facts or events arising after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement;
and

        (C) to include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
Registration Statement.

     (2) That, for the purpose of determining  any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

       (b) The undersigned  Registrant  hereby  undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c) Insofar as indemnification  for liabilities arising under the Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in the Act and is, therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                        7

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form  S-8 and has  duly  cause  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Knoxville, State of Tennessee, on October 26, 2000.

                                                TENGASCO, INC.
                                                (Registrant)

                                                By:  /s/ ROBERT M. CARTER
                                                    ------------------------
                                                Robert M. Carter, President



                                Power of Attorney


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Robert M. Carter and Mark A. Ruth, and each of
them, his or her true and lawful  attorneys-in-fact  and agents,  each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities,  to sign any and all amendments,  to
this  Registration  Statement on Form S-8, and to file the same,  with  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in person,  hereby  ratifying and  confirming all that each of
said  attorneys-in-fact and agents or their substitutes may lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this report has
been signed below by the following  persons on behalf of the  registrant  and in
their capacities and on the dates indicated.


                                        8

<PAGE>



Signature                           Title                               Date



s/MALCOLM E.  RATLIFF               Chief Executive Officer;   October 25, 2000
---------------------
Malcolm E. Ratliff                  Chairman of the Board
                                    Of Directors


s/JOSEPH EARL ARMSTRONG             Director                   October  25, 2000
-----------------------
Joseph Earl Armstrong


s/BENTON L. BECKER                  Director                   October  25, 2000
-------------------
Benton L. Becker


s/EDWARD W.T. GRAY III               Director                  October  26, 2000
---------------------
Edward W.T. Gray


s/ROBERT D. HATCHER, JR.            Director                   October  25, 2000
------------------------
Robert D. Hatcher, Jr.


s/SANFORD E. MCCORMICK              Director                   October  25, 2000
----------------------
Sanford E. McCormick


s/SHIGEMI MORITA                    Director                   October  25, 2000
----------------------
Shigemi Morita


s/ALLEN H. SWEENEY                  Director                   October  25, 2000
-------------------
Allen H. Sweeney


s/ROBERT M. CARTER                  President                  October  25, 2000
----------------------
Robert M. Carter


s/MARK A. RUTH                      Principal Financial        October  25, 2000
----------------------              and Accounting Officer
Mark A. Ruth

                                        9
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{"company-data": {"conformed-name": "TENGASCO INC", "cik": "0001001614", "assigned-sic": "1311", "irs-number": "870267438", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48694", "film-number": "746633"}, "business-address": {"street1": "603 MAIN AVE", "street2": "SUITE 500", "city": "KNOXVILLE", "state": "TN", "zip": "37902", "phone": "4235231124"}, "mail-address": {"street1": "630 MAIN AVENUE", "street2": "SUITE 500", "city": "KNOXVILLE", "state": "TN", "zip": "37902"}}
As filed with the Securities and Exchange Commission on: October 26, 2000
                                                     Registration No. 333- _____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 TENGASCO, INC.
             (Exact name of registrant as specified in its charter)

TENNESSEE                                                           87-0267438
(State of incorporation)                         (I.R.S. Employer I.D. Number)

603 MAIN AVENUE
KNOXVILLE, TENNESSEE                                                     37902
(Address of principal executive offices)                            (zip code)

                       TENGASCO, INC. STOCK INCENTIVE PLAN
                             Full Title of the Plan

                              MR. ROBERT M. CARTER
                                    PRESIDENT
                                 TENGASCO, INC.
                                 603 MAIN AVENUE
                           KNOXVILLE, TENNESSEE 37902
                     (Name and address of agent for service)

                                 (865) 523-1124
          (Telephone number, including area code, of Agent for Service)
CALCULATION OF REGISTRATION FEE

==========================================================================
Title of         Amount To         Proposed        Proposed        Amount
Class of         Be                Maximum         Maximum         of Fee
Securities To    Registered(1)     Price per       Offering
Be Registered                      Share(2)        Price
--------------------------------------------------------------------------
Common           1,000,000         $9.00           $9,000,000      $2,376
Stock, $.001
par value
==========================================================================

-------------

     (1)Pursuant to Rule 416 under the Securities Act of 1933, as amended,  this
registration statement also covers any additional securities that may be offered
or issued in connection with any stock split,  stock dividend,  recapitalization
or any other similar transaction  effected without the receipt of consideration,
which  results  in an  increase  in the number of the  Registrant's  outstanding
shares of Common Stock.

     (2)Estimated  in accordance  with Rule 457(h) under the  Securities  Act of
1933, as amended,  solely for the purpose of calculating  the  registration  fee
calculation  based on the  closing  price of the  Registrant's  Common  Stock as
reported on the American Stock Exchange on October 24, 2000.

                                        2
PART I

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* Information required by Part I to be contained in the section 10(a) prospectus
(the  "Prospectus")  is omitted from this  Registration  Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the "Act"),  and the
Note to Part I of Form S-8. The Prospectus will be provided to the  participants
in the Tengasco, Inc. Stock Incentive Plan (the "Plan") as specified by Rule 428
(b)(1) of the Act.  The  Registrant  will also  provide  participants  a written
statement  advising them of the  availability,  without charge,  upon written or
oral  request,  of  documents  incorporated  by  reference  in Item 3 of Part II
hereof.  The  statement  shall also  include  the  address  listing the title or
department and telephone number to which the request is to be directed.

                                     PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents  filed by the  Registrant  with the Securities and
Exchange  Commission (the "Commission") are hereby  incorporated by reference in
this Registration Statement:

     1.  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year ended
December 31, 1999.

     2. Registrant's Quarterly Report on Form 10-QSB for the Quarter ended March
31, 2000.

     3. Registrant's  Quarterly Report on Form 10-QSB for the Quarter ended June
30, 2000.

     4. Registrant's Current Report on Form 8-K for event dated August 16, 2000.

     5. The  Description  of the  Registrant's  Common  stock  contained  in the
Registrant's  Registration  statement on Form 10-SB filed with the Commission on
August 5, 1997,  File No.  0-20975,  pursuant to Section 12(g) of the Securities
Exchange

                                        3
Act of 1934 (the "Exchange  Act"),  including any report or amendment  filed for
the purpose of updating such description.

     6. The In addition, all documents subsequently filed by Registrant pursuant
to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post- effective  amendment which indicates that all securities offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of shares of Common Stock offered hereby have been passed upon
for the Registrant by Robson Ferber Frost Chan & Essner,  LLP, 530 Fifth Avenue,
New York, New York 10036. As of the date of this Registration Statement, certain
partners of Robson Ferber Frost Chan & Essner, LLP beneficially own an aggregate
of 35,100 shares of the  Registrant's  Common Stock, all of which were purchased
in the open market. In addition,  certain partners of Robson Ferber Frost Chan &
Essner,  LLP have been  granted  options to  purchase  additional  shares of the
Registrant's Common Stock and may further be granted options and/or rights under
the Plan.  However,  if such options  and/or  rights are granted under the Plan,
such grant will be  conditioned  upon the  surrender to the Company of any prior
options granted.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Registrant  is a  Tennessee  corporation.  Section  48-18-502  of  the
Tennessee  Business  Corporation  Act  (the  "TBCA")  allows  a  corporation  to
indemnify  any  director  in any  civil or  criminal  proceeding  (other  than a
proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged  liable to the  corporation or any other  proceeding in which he or she
was adjudged  liable on the basis that he or she improperly  received a personal
benefit)  by reason of  service as a  director  if the person to be  indemnified
conducted himself or herself in good faith and in a manner  reasonably  believed
to be in, or not opposed to, the best  interests of the  corporation,  and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the conduct was unlawful.

                                        4
Unless  limited by its charter,  Section  48-18-503 of the TBCA  requires a
corporation to indemnify a director who was wholly successful,  on the merits or
otherwise,  in the  defense  of any  proceeding  to  which he or she was a party
because of his or her role as director against  reasonable  expenses incurred in
connection with the proceeding.  The  Registrant's  charter does not provide any
limitations on this right of indemnification.

     Pursuant to Section  48-18-504 of the TBCA,  the  Registrant  may advance a
director's  expenses  incurred in defending  any  proceeding  upon receipt of an
undertaking  and a statement of the director's  good faith belief that he or she
has met the standard of conduct described in Section 48-18-502.

     Section  48-18-505  of the TBCA  permits  a court,  upon  application  of a
director,  to  order  indemnification  if it  determines  that the  director  is
entitled to mandatory  indemnification under Section 48-18-503 or that he or she
is fairly and reasonably entitled to  indemnification,  whether or not he or she
met the standards set forth in Section 48-18-502.

     Section  48-18-506  of  the  TBCA  limits   indemnification  under  Section
48-18-502 to  situations  in which  either (i) the  majority of a  disinterested
quorum of  directors;  (ii)  independent  special  legal  counsel;  or (iii) the
stockholders determine that indemnification is proper under the circumstances.

     Section  48-18-507 of the TBCA extends  certain  indemnification  rights to
officers, employees and agents of a corporation as well.

     Regardless of whether a director,  officer, employee or agent has the right
to indemnity under Section 48-18-502 or Section  48-18-503 of the TBCA,  Section
48-18-508  allows the  corporation to purchase and maintain  insurance on his or
her behalf against liability resulting from his or her corporate role.

     Section  48-18-509 of the TBCA provides that the rights to  indemnification
and  advancement of expenses  shall not be deemed  exclusive of any other rights
under any bylaw, agreement, stockholder vote or vote of disinterested directors;
however,  no indemnification  may be made where a final adjudication  adverse to
the director  establishes his or her liability for breach of the duty of loyalty
to the  corporation  or its  stockholders  or for acts or omissions  not in good
faith or which involve intentional misconduct or a knowing violation of law.

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Regsitrant  has been
advised that in the

                                        5
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Act and is, therefore, unenforceable.

     In the event  that a claim for  indemnification  against  such  liabilities
(other  than  payment  by the  Registrant  of  expenses  incurred  or  paid by a
director,  officer or  controlling  person of the  Registrant in the  successful
defenses  of any action,  suit or  proceeding)  is  asserted  by such  director,
officer or controlling  person in connection  with the securities  being offered
hereunder, the Registrant will, unless in the opinion of its counsel that matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the questions whether such  indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

4.1      Tengasco, Inc. Incentive Stock Plan

5.1      Opinion of Robson Ferber Frost Chan & Essner, LLP

23.1     Consent of BDO Seidman, LLP

23.2     Consent of Robson  Ferber  Frost  Chan & Essner,  LLP is  contained  in
         Exhibit No. 5.1

24.1     Reference  is  made to the  Signatures  section  of  this  Registration
         Statement for the Power of Attorney contained therein.

ITEM 9. UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made of
the  securities   registered   hereby,  a   post-effective   amendment  to  this
Registration Statement:

        (A) to include any prospectus required by Section 10(a)(3) of the Act;

                                        6
(B) to reflect in the  prospectus  any facts or events arising after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement;
and

        (C) to include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
Registration Statement.

     (2) That, for the purpose of determining  any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

       (b) The undersigned  Registrant  hereby  undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c) Insofar as indemnification  for liabilities arising under the Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in the Act and is, therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                        7
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form  S-8 and has  duly  cause  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Knoxville, State of Tennessee, on October 26, 2000.

                                                TENGASCO, INC.
                                                (Registrant)

                                                By:  /s/ ROBERT M. CARTER
                                                    ------------------------
                                                Robert M. Carter, President

                                Power of Attorney

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Robert M. Carter and Mark A. Ruth, and each of
them, his or her true and lawful  attorneys-in-fact  and agents,  each with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities,  to sign any and all amendments,  to
this  Registration  Statement on Form S-8, and to file the same,  with  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in person,  hereby  ratifying and  confirming all that each of
said  attorneys-in-fact and agents or their substitutes may lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this report has
been signed below by the following  persons on behalf of the  registrant  and in
their capacities and on the dates indicated.

                                        8
Signature                           Title                               Date

s/MALCOLM E.  RATLIFF               Chief Executive Officer;   October 25, 2000
---------------------
Malcolm E. Ratliff                  Chairman of the Board
                                    Of Directors

s/JOSEPH EARL ARMSTRONG             Director                   October  25, 2000
-----------------------
Joseph Earl Armstrong

s/BENTON L. BECKER                  Director                   October  25, 2000
-------------------
Benton L. Becker

s/EDWARD W.T. GRAY III               Director                  October  26, 2000
---------------------
Edward W.T. Gray

s/ROBERT D. HATCHER, JR.            Director                   October  25, 2000
------------------------
Robert D. Hatcher, Jr.

s/SANFORD E. MCCORMICK              Director                   October  25, 2000
----------------------
Sanford E. McCormick

s/SHIGEMI MORITA                    Director                   October  25, 2000
----------------------
Shigemi Morita

s/ALLEN H. SWEENEY                  Director                   October  25, 2000
-------------------
Allen H. Sweeney

s/ROBERT M. CARTER                  President                  October  25, 2000
----------------------
Robert M. Carter

s/MARK A. RUTH                      Principal Financial        October  25, 2000
----------------------              and Accounting Officer
Mark A. Ruth

                                        9