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                                                                     EXHIBIT 4.3

                                    EXHIBIT C

                        SPECIAL SUBSCRIPTION INSTRUCTIONS

                    MEWBOURNE ENERGY 04-05 DRILLING PROGRAMS

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                        SPECIAL SUBSCRIPTION INSTRUCTIONS

                    Mewbourne Energy 04-05 Drilling Programs

         Checks for Interests should he made payable to "Regions Bank-Tyler,
Escrow Agent for Mewbourne" and should be given to the subscriber's broker for
submission to the Escrow Agent. The minimum subscription is $20,000 (twenty
Interests); additional purchases above such minimum may be made in increments of
$1,000 (one Interest). At our discretion, we may accept a subscription for less
than twenty Interests ($20,000) but in no event will we accept a subscription
for less than ten Interests ($10,000). In the event that a subscriber purchases
Interests in a particular Partnership on more than one occasion during an
offering period, the minimum purchase on each occasion is twenty Interests. THE
FOLLOWING SPECIAL SUBSCRIPTION INSTRUCTIONS ARE IN ADDITION TO THE INSTRUCTIONS
SET FORTH IN THE SUBSCRIPTION AGREEMENT ATTACHED AS EXHIBIT D TO THE PROSPECTUS.

TRANSFER OF INTERESTS:

         -        If a resident of MISSOURI, I am aware that the Commissioner of
                  Securities of Missouri classifies the securities (the
                  Interests) as being ineligible for any transactional exemption
                  under the Missouri Uniform Securities Act (Section 409.402(b),
                  RsMo. 1969). Therefore, unless the securities are again
                  registered under such Act, the offer for sale or resale
                  thereof in the State of Missouri may be subject to the
                  sanctions of the Act.

SUBSCRIBERS OF INTERESTS:

         -        If a resident of MICHIGAN, in addition to the requirement set
                  forth below, I hereby represent that the investment in the
                  Partnerships does not exceed ten percent of my individual or
                  joint net worth (exclusive of home, home furnishings and
                  automobiles).

         -        If a resident of NEW HAMPSHIRE, I hereby represent that I have
                  (a) an individual net worth of at least $250,000 (exclusive of
                  home, home furnishings, and automobiles), or (b) an individual
                  net worth of at least $125,000 (exclusive of home, home
                  furnishings, and automobiles) and $50,000 of taxable income.

         -        If a resident of TENNESSEE, I hereby represent that I have (a)
                  an individual net worth of at least $250,000 (exclusive of
                  home, home furnishings and automobiles) and had during the
                  last tax year and estimate that I will have during the current
                  tax year, a gross income of at least $65,000, or (b) a net
                  worth of at least $500,000 (exclusive of home, home
                  furnishings and automobiles).

SUBSCRIBERS OF LIMITED PARTNER INTERESTS:

         -        If a resident of ARIZONA and investing as a Limited Partner of
                  the Partnership, I have either: (a) a net worth of at least
                  $225,000 (exclusive of home, furnishings and automobiles) or
                  (b) have a net worth of at least $75,000 and an annual gross
                  income of at least $75,000 (exclusive of home, furnishings and
                  automobiles). I hereby represent that the investment in the
                  Partnerships does not represent more than ten percent of my
                  net worth, less the value of my other investments in limited
                  partnership interests.

         -        Subscribers of General Partner Interests:

         -        If a resident of ARIZONA, IDAHO, IOWA, KANSAS, MAINE,
                  MASSACHUSETTS, MICHIGAN, MISSISSIPPI, MISSOURI, NEW MEXICO,
                  NORTH CAROLINA, OHIO, OKLAHOMA, OREGON, PENNSYLVANIA, RHODE
                  ISLAND, SOUTH CAROLINA, SOUTH DAKOTA, TENNESSEE, TEXAS, UTAH,
                  VERMONT, VIRGINIA, WASHINGTON OR WEST VIRGINIA, and investing
                  as a General Partner of the Partnership, I have either (a) a
                  minimum net worth of $225,000 without regard to the investment
                  in a Partnership (exclusive of home, home furnishings and
                  automobiles) and as to the residents of IDAHO, IOWA, MAINE,
                  MASSACHUSETTS, NEW MEXICO, NORTH CAROLINA, OHIO, OKLAHOMA,
                  PENNSYLVANIA, RHODE

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                  ISLAND, SOUTH CAROLINA, TENNESSEE, TEXAS, UTAH, VERMONT,
                  VIRGINIA, WASHINGTON AND WEST VIRGINIA a minimum annual gross
                  income of $100,000 for the current year and for the two
                  previous years and as to residents of ARIZONA, KANSAS,
                  MICHIGAN, MISSISSIPPI, MISSOURI, OREGON AND SOUTH DAKOTA
                  income of $60,000 or more for the previous year and the
                  expectation of an annual taxable income of $60,000 or more for
                  the current year and for the next succeeding year); or (b) a
                  minimum net worth in excess of $1,000,000, inclusive of home,
                  home furnishings and automobiles; or (c) a minimum net worth
                  of $500,000 (exclusive of home, home furnishings and
                  automobiles) or (d) a minimum annual gross income of $200,000
                  in the current year and the two previous years.

                        ATTENTION PENNSYLVANIA RESIDENTS

         -        Because the minimum closing amount is less than $2,000,000,
                  you are cautioned to carefully evaluate the Partnership's
                  ability to fully accomplish its stated objectives and to
                  inquire as to the current dollar volume of program
                  subscriptions.

                         ATTENTION CALIFORNIA INVESTORS

         -        Subscriptions for Limited Partner Interests: If a resident of
                  CALIFORNIA and subscribing for Limited Partner Interests, I
                  have either (a) a net worth of at least $250,000 or more
                  (exclusive of home, home furnishings and automobiles) and had
                  during the last tax year or estimates that he/she will have
                  during the current tax year, a gross annual income of $65,000
                  or more, or (b) a net worth of $500,000 or more (exclusive of
                  home, home furnishings and automobiles).

         -        Subscriptions for General Partner Interests: If a resident of
                  CALIFORNIA and subscribing for General Partner Interests, I
                  have either (a) a net worth of at least $250,000 or more
                  (exclusive of home, home furnishings and automobiles) and had
                  during the last tax year, or estimates that he/she will have
                  during the current tax year, a gross annual income of $120,000
                  or more, or (b) a net worth of $500,000 or more (exclusive of
                  home, home furnishings and automobiles), or (c) a net worth of
                  $1,000,000 or more (inclusive of home, home furnishings and
                  automobiles), or (d) had during the last tax year, or
                  estimates that he/she will have during the current tax year, a
                  gross annual income of $200,000 or more.

         -        As a condition of qualification of the Interests for sale in
                  the State of CALIFORNIA, each California subscriber, through
                  the execution of the Subscription Agreement, acknowledges
                  his/her understanding that the California Department of
                  Corporations has adopted certain regulations and guidelines
                  which apply to oil and gas interests to the public in the
                  State of California and that the offering may not comply with
                  all of the rules set forth in Title 10 of the California
                  Administrative Code, including rules pertaining to
                  compensation, democracy rights and reports. Even in light of
                  such non-compliance, I affirmatively state that I still want
                  to invest in the Partnership.

         -        Assignability or transfer of Interests must be limited so that
                  no assignee or assignor, transferee or transferor may hold
                  less than $5,000 in Interests.

         -        A RESIDENT OF CALIFORNIA SHOULD BE AWARE THAT IT IS UNLAWFUL
                  TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
                  INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
                  WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF
                  CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED
                  IN THE COMMISSIONER'S RULES. CERTIFICATES REPRESENTING
                  INTERESTS IN THE MEWBOURNE DEVELOPMENT 04-05 DRILLING PROGRAM
                  WILL BEAR A LEGEND STATING THIS RESTRICTION ON TRANSFER.

         As a condition of qualification of the Interests for sale in the State
of CALIFORNIA, the following rule is hereby delivered to each California
purchase.

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         California Administrative Code, Title 10, CH. 3. Rule 260.141.11.
Restriction on transfer. (a) The issuer of any security upon which a restriction
on transfer has been imposed pursuant to Sections 260.102.6, 260.141.10, and
260.534 shall cause a copy of this section to be delivered to each issuee or
transferee of such security at the time the certificate evidencing the security
is delivered to the issuee or transferee.

         (b) It is unlawful for the holder of any such security to consummate a
sale or transfer of such security, or any interest therein, without the prior
written consent of the Commissioner (until this condition is removed pursuant to
Section 260.141.12 of these rules), except:

         (1) to the issuer;

         (2) pursuant to the order or process of any court;

         (3) to any person described in subdivision (i) of Section 25102 of the
Code or Section 260.105.14 of these rules;

         (4) to the transferor's ancestors, descendants or spouse, or any
custodian or trustee for the account of the transferor or the transferor's
ancestors, descendants, or spouse; or to a transferee by a trustee or custodian
for the account of the transferee or the transferee's ancestors, descendants or
spouse;

         (5) to the holders of securities of the same class of the same issuer;

         (6) by way of gift or donation inter vivos or on death;

         (7) by or through a broker-dealer licensed under the Code (either
acting as such or as a finder) to a resident of a foreign state, territory or
country who is neither domiciled in this state to the knowledge of the
broker-dealer, nor actually present in this state if the sale of such securities
is not in violation of any securities law of the foreign state, territory or
country concerned;

         (8) to a broker-dealer licensed under the Code in a principal
transaction, or as an underwriter or member of an underwriting syndicate or
selling group;

         (9) if the interest sold or transferred is a pledge or other lien given
by the purchaser to the seller upon a sale of the security for which the
Commissioner's written consent is obtained or under this rule not required;

         (10) by way of a sale qualified under Section 25111, 25112, 25113 or
25121 of the Code, of the securities to be transferred, provided that no order
under Section 25140 or subdivision (a) of Section 25143 is in effect with
respect to such qualification:

         (11) by a corporation to a wholly-owned subsidiary of such corporation,
or by a wholly-owned subsidiary of a corporation to such corporation;

         (12) by way of an exchange qualified under Section 25111,25112 or 25113
of the Code, provided that no order under Section 25140 or subdivision (a) of
Section 25143 is in effect with respect to such qualification;

         (13) between residents of foreign states, territories or countries who
are neither domiciled nor actually present in this state;

         (14) to the State Controller pursuant to the Unclaimed Property Law or
to the administrator of the unclaimed property law of another state;

         (15) by the State Controller pursuant to the Unclaimed Property Law or
by the administrator of the unclaimed property law of another state if, in
either such case, such person (i) discloses to potential purchasers at the sale
that transfer of the securities is restricted under this rule, (ii) delivers to
each purchaser a copy of this rule, and (iii) advises the Commissioner of the
name of each purchaser;

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         (16) by a trustee to a successor trustee when such transfer does not
involve a change in the beneficial ownership of the securities; or

         (17) by way of an offer and sale of outstanding securities in an issuer
transaction that is subject to the qualification requirement of Section 25110 of
the Code but exempt from that qualification requirement by subdivision (f) of
Section 25102;

provided that any such transfer is on the condition that any certificate
evidencing the security issued to such transferee shall contain the legend
required by this section.

         (c) The certificates representing all such securities subject to such a
restriction on transfer, whether upon initial issuance or upon any transfer
thereof, shall bear on their face a legend, prominently stamped or printed
thereon in capital letters of not less than 10-point size, reading as follows:

                  "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS
         SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION
         THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF
         CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE
         COMMISSIONER'S RULES."