U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-Q/A

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                For the Quarterly period ended September 30, 2001


                           Commission File No. 0-20975


                         Tengasco, Inc. and Subsidiaries
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


              Tennessee                                     87-0267438
   ------------------------------              ---------------------------------
   State or other jurisdiction of              (IRS Employer Identification No.)
   incorporation or organization


                 603 Main Avenue, Suite 500, Knoxville, TN 37902
                 -----------------------------------------------
                    (Address of principal executive offices)


                                 (865-523-1124)
                ------------------------------------------------
                (Issuer's telephone number, including area code)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes _X_   No___

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 9,960,326 common shares at September
30, 2001.

Transitional Small Business Disclosure Format (check one): Yes___  No _X_

This amendment on Form 10-Q/A amends the previously filed quarterly report on
Form 10-Q of Tengasco, Inc. and subsidiaries for the three month and nine month
periods ended September 30, 2001 to correct a change in the Company's depletion
estimate. The Company increased its depletion estimate by $562,000 due to
results disclosed in the reserve analysis which was based on the June 30, 2001
Ryder Scott report. Additionally, this Form 10-Q/A corrects a footing error
totaling $ 86,018 on the Statement of Cash Flows for the nine-month period ended
September 30, 2001.



<PAGE>


                         TENGASCO, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                 PAGE
                                                                                 ----
<S>       <C>       <C>                                                          <C>
PART I.             FINANCIAL INFORMATION

          ITEM 1.              FINANCIAL STATEMENTS

          *         Condensed Consolidated Balance Sheets as of September 30,
                    2001 and December 31, 2000.................................   3-4

          *         Condensed Consolidated Statements of Loss for the three
                    and nine months ended September 30, 2001 and 2000..........     5

          *         Condensed Consolidated Statements of Stockholders'
                    Equity for the nine months ended September 30, 2001........     6

          *         Condensed Consolidated Statements of Cash Flows for the
                    nine months ended September 30, 2001 and 2000..............     7

          *         Notes to Condensed Consolidated Financial Statements.......  8-11

          ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS
                        OF FINANCIAL CONDITION AND RESULTS
                        OF OPERATIONS.......................................... 12-17

          ITEM 3.       QUANTITATIVE AND QUALITATIVE
                        DISCLOSURE ABOUT MARKET RISK...........................    17


PART II.            OTHER INFORMATION
          ITEM 1.       LEGAL PROCEEDINGS                                          18

          ITEM 2.       CHANGES IN SECURITIES AND
                        USE OF PROCEEDS........................................    19

          ITEM 6.       EXHIBITS AND 8-K REPORTS...............................    19

          *         Signature..................................................    20

          *         Certifications............................................. 21-23
</TABLE>






                                       2
<PAGE>


                         TENGASCO, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>
                                                        September 30, 2001  December 31, 2000
                                                           (Unaudited)
                                                        ------------------  -----------------
<S>                                                        <C>                 <C>
Current Assets:
  Cash and cash equivalents                                $   918,947         $ 1,603,975
  Trade accounts receivable, net                             1,046,527             684,132
  Accounts receivable                                          150,000                   0
  Well participants receivable                                  80,874              65,254
  Other current assets                                         301,345             251,345
                                                           -----------         -----------

Total current assets                                         2,497,693           2,604,706

Oil and gas properties, net (on the basis of full cost
  accounting)                                               12,806,909           9,790,047

Completed pipeline facilities, net                          14,704,636           4,200,000

Pipeline facilities, under construction, at cost                     0           6,847,038

Property and equipment, net                                  1,626,651           1,677,432

Other                                                           55,613             105,501
                                                           -----------         -----------

                                                           $31,691,502         $25,224,724
                                                           ===========         ===========
</TABLE>









      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                       3
<PAGE>


                         TENGASCO, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                            September 30, 2001   December 31, 2000
                                                               (Unaudited)
                                                            ------------------   -----------------
<S>                                                           <C>                  <C>
Current liabilities
  Current maturities of long-term debt-related party          $    500,000         $    500,000
  Current maturities of long-term debt                           2,514,648            1,608,486
  Accounts payable-trade                                           952,836            1,016,462
  Accrued interest payable                                         213,856               56,657
  Accrued dividends payable                                        112,458               78,778
  Accrued liabilities                                               60,588               52,640
                                                              ------------         ------------

Total current liabilities                                        4,354,386            3,313,023

Long-term debt-related parties,
  less current maturities                                        4,805,728            4,845,000

Long-term debt, less current maturities                          1,276,405            2,263,599
                                                              ------------         ------------

Total long-term debt                                             6,082,133            7,108,599
                                                              ------------         ------------

Total liabilities                                               10,436,519           10,421,622
                                                              ------------         ------------
Preferred Stock
  Convertible redeemable preferred; redemption value
    $5,622,900 and $3,938,900; 56,229 and 39,389
    shares outstanding; respectively                             5,622,900            3,938,900
                                                              ------------         ------------
Stockholders'Equity
  Common stock, $.001 par value, 50,000,000 shares
    authorized; 9,960,326 and 9,295,558
    shares outstanding; respectively                                 9,962                9,296
  Common stock dividend distributable (498,016 shares)                 498                    0
  Additional paid-in capital                                    38,445,159           25,941,709
  Accumulated deficit                                          (22,823,536)         (15,086,803)
                                                              ------------         ------------

Total stockholders' equity                                      15,632,083           10,864,202
                                                              ------------         ------------

                                                              $ 31,691,502         $ 25,224,724
                                                              ============         ============
</TABLE>








     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                       4
<PAGE>


                         TENGASCO, INC. AND SUBSIDIAIRES

               CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                         For the Three Months Ended     For the Nine Months Ended
                                                                 September 30,                  September 30,
                                                        ----------------------------   ----------------------------
                                                             2001           2000            2001            2000
                                                        ------------    ------------   ------------    ------------
<S>                                                     <C>             <C>            <C>             <C>
Oil and gas revenues                                    $  2,306,279    $  1,666,583   $  5,550,640    $  4,116,778
Pipeline transportation revenues                             127,479              --        194,504              --
Equipment sales                                              150,000               0        150,000               0
                                                        ------------    ------------   ------------    ------------

Total revenues                                             2,583,758       1,666,583      5,895,144       4,116,778
                                                        ------------    ------------   ------------    ------------

Costs and other deductions
  Production costs and taxes                               1,112,471         664,526      2,463,401       1,920,087
  Depletion, depreciation and amortization                   779,551          63,000      1,048,008         189,000
  Interest expense                                           248,328          95,686        577,342         299,844
  General and administrative costs                           763,569         679,479      2,567,876       1,794,501
  Legal and accounting                                        58,436          78,983        321,916         278,124
                                                        ------------    ------------   ------------    ------------

Total costs and other deductions                           2,962,355       1,581,674      6,978,543       4,481,556
                                                        ------------    ------------   ------------    ------------

Net income (loss)                                           (378,597)         84,909     (1,083,399)       (364,778)
                                                        ------------    ------------   ------------    ------------

Dividends on preferred stock                                 112,458          66,845        278,725         178,778
                                                        ------------    ------------   ------------    ------------

Net income (loss) attributable to common shareholders   $   (491,055)   $     18,064   $ (1,362,124)   $   (543,556)
                                                        ------------    ------------   ------------    ------------
Net income (loss) attributable to common shareholders
  Per share basic and diluted                           $      (0.05)   $       0.00   $      (0.13)   $      (0.06)
                                                        ------------    ------------   ------------    ------------
Weighted average shares outstanding                       10,393,140       9,318,097     10,303,126       9,153,935
                                                        ------------    ------------   ------------    ------------
</TABLE>








      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                       5
<PAGE>


                         TENGASCO, INC. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                  Common Stock           Common Stock    Additional
                                          --------------------------       Dividend        Paid In      Accumulated
                                             Shares         Amount      Distributable      Capital         Deficit
                                          ------------  ------------    -------------   ------------   ------------
<S>                                          <C>          <C>             <C>          <C>             <C>
Balance December 31, 2000                    9,295,558    $   9,296            0       $ 25,941,709    $(15,086,803)

Common stock issued                                  0            0          498          6,374,111      (6,374,609)
with 5% stock dividend

Common stock issued in                         358,733          359            0          3,640,840               0
private placements, net

Common stock issued on                          33,872           34            0            221,967               0
conversion of debt

Common stock issued as a                         1,159            1            0             14,776               0
charitable donation

Stock options exercised                        258,657          259            0          2,180,768               0

Conversion of preferred stock
to common stock                                 12,347           13            0             70,988               0

Dividends on
convertible redeemable preferred stock               0            0            0                  0        (278,725)

Net loss for the nine months
ended September 30, 2001                             0            0            0                  0      (1,083,399)
                                          ------------    ---------      -------       ------------    ------------

Balance, September 30, 2001                  9,960,326    $   9,962      $   498       $ 38,445,159    $(22,823,536)
                                          ============    =========      =======       ============    ============
</TABLE>











      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                       6
<PAGE>


                         TENGASCO, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                     For the Nine        For the Nine
                                                                     Months Ended        Months Ended
                                                                  September 30, 2001  September 30, 2000
                                                                     (Unaudited)         (Unaudited)
                                                                     -----------      ------------------
<S>                                                                  <C>                <C>
Operating activities
    Net loss                                                         $(1,083,399)       $  (364,778)
    Adjustments to reconcile net loss to net cash
    Used in operating activities:
    Depletion, depreciation and amortization                           1,048,008            189,000
    Compensation paid in stock options                                    55,200                  0
    Changes in assets and liabilities
       Accounts receivable                                              (528,015)          (156,101)
       Other current assets                                              (50,000)           (73,103)
       Accounts payable                                                  (63,626)          (232,661)
       Accrued liabilities                                                 7,948           (133,617)
       Accrued Interest payable                                          157,199                  0
                                                                     -----------        -----------

Net cash used in operating activities                                   (456,685)          (771,260)
                                                                     -----------        -----------
Investing activities
       Net additions to oil and gas properties                        (3,871,362)          (796,682)
       Net additions to pipeline facilities and other
         property and equipment                                       (3,800,325)        (3,060,741)
       Decrease in restricted cash                                             0            625,000
       Other assets                                                       49,888             23,000
                                                                     -----------        -----------

Net cash used in investing activities                                 (7,621,799)        (3,209,423)
                                                                     -----------        -----------
Financing activities
       Proceeds from borrowings                                        1,000,000          3,945,595
       Repayments of borrowings                                       (1,120,304)        (2,081,434)
       Dividends paid on convertible redeemable preferred stock         (245,045)          (178,781)
       Proceeds from private placements of common stock, net,
         and exercise of stock options                                 6,003,805          2,696,700
       Proceeds from private placements of preferred stock             1,755,000          1,950,000
                                                                     -----------        -----------

Net cash provided by financing activities                              7,393,456          6,332,080
                                                                     -----------        -----------
Net change in cash and cash
       equivalents                                                      (685,028)         2,351,397

Cash and cash equivalents, beginning of period                         1,603,975            420,590
                                                                     -----------        -----------

Cash and cash equivalents, end of period                             $   918,947        $ 2,771,987
                                                                     ===========        ===========
</TABLE>






      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                       7
<PAGE>


                         Tengasco, Inc. And Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


(1)  The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information and with the  instructions to Form 10-Q
     and Item 210 of Regulation S-X. Accordingly, they do not include all of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles for complete financial statements. In the opinion of management,
     all adjustments  (consisting of only normal recurring accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the nine months ended September 30, 2001 are not necessarily  indicative of
     the results that may be expected for the year ended  December 31, 2001. For
     further  information,   refer  to  the  Company's   consolidated  financial
     statements  and  footnotes  thereto for the year ended  December  31, 2000,
     included in the Company's annual report on Form 10-KSB.

(2)  This amendment on Form 10-Q/A amends the previously  filed quarterly report
     on Form 10-Q of  Tengasco,  Inc. and  subsidiaries  for the three month and
     nine month  periods  ended  September  30,  2001 to correct a change in the
     Company's depletion estimate. The Company increased it's depletion estimate
     by $562,000  due to results  disclosed  in the reserve  analysis  which was
     based on the June 30,  2001 Ryder  Scott  report.  Additionally,  this Form
     10-Q/A  corrects a footing error totaling $ 86,018 on the Statement of Cash
     Flows for the nine-month period ended September 30, 2001.

(3)  During  2000,  the  Company  acquired  debt  financing  in  the  amount  of
     $3,850,000 from two members of the board of directors,  one affiliate,  and
     two  shareholders  in order to complete  construction  of its pipeline from
     Swan Creek to Kingsport. The terms of the debt provide for the directors to
     receive a throughput fee once  production  begins.  This fee is to continue
     until  the  debt is  repaid.  The  throughput  fee is 10  cents  per  MMBtu
     delivered  through the pipeline in proportion to the director's  proportion
     of total debt. The volume delivered shall be calculated on a monthly basis.
     The original  agreement  provided for quarterly  interest payments to begin
     June 2001. The holders of the note agreed to extend the interest  repayment
     term to commence on July 15, 2001. All other terms of the agreement  remain
     in effect.  Principle and interest payments are being made monthly over the
     next fifty-four months. All payments are current.

     During  2000,   the  Company   acquired   debt   financing   from  a  major
     officer/stockholder  in the  amount  of  $995,000  in order to  purchase  a
     drilling rig.

     During 2000 the Company paid approximately  $270,000 in consulting fees and
     commissions on equity transactions to a member of the Board of Directors.

     During the second  quarter 2001 the Company  acquired debt financing from a
     major  stockholder in the amount of $1,000,000.  This note  evidencing this
     indebtness provides for monthly interest payment due beginning July 1, 2001
     at the annual  stated  rate of 15% with the total  principle  due April 26,
     2002.
     See note 10 for subsequent payoff of debt



                                       8
<PAGE>


(4)  During the third  quarter of 2001,  the Company sold two fully  depreciated
     compressors to Miller Petroleum,  Inc.("Miller"),  a joint venture with the
     Company, for $150,000.  In exchange for this equipment,  the Company agreed
     to accept 150,000  shares of Miller's stock which had an approximate  stock
     price of $1 per share. The Company recorded a receivable for $150,000 until
     the stock was legally transferred on October 16, 2001.

(5)  SFAS  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
     Activities," as amended,  is effective for all fiscal years beginning after
     June 15, 2000 (as amended by FAS 138). This statement requires  recognition
     of all derivative  contracts as either assets or liabilities in the balance
     sheet and the measurement of them at fair value. If certain  conditions are
     met, a derivative may be specifically  designated as a hedge, the objective
     of which is to match the  timing  of any gains or losses on the hedge  with
     the recognition of (i) the changes in the fair value of the hedged asset or
     liability  that are  attributable  to the hedged risk or (ii) the  earnings
     effect  of  the  hedged  forecasted  transaction.   For  a  derivative  not
     designated  as a  hedging  instrument,  the gain or loss is  recognized  in
     income in the period of change.  Historically,  the Company has not entered
     into any material  derivative  contracts  either to hedge existing risks or
     for  speculative  purposes.  The adoption of the new standard on January 1,
     2001 did not affect the Company's financial statements.

     In December 1999, the SEC issued Staff Accounting  Bulletin ("SAB") No. 101
     "Revenue  Recognition  in Financial  Statements"  which  outlines the basic
     criteria  that must be met to recognize  revenue and provided  guidance for
     presentation of revenue and for disclosure  related to revenue  recognition
     policies in financial  statements  filed with the SEC.  Adoption of SAB No.
     101 did not have a material impact on the Company's  financial  position or
     its results of operations.

     In July 2001, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting Standard (SFAS) No. 141, "Business  Combinations" and
     SFAS No 142. "Goodwill and Other Intangible Assets". SFAS No. 141 addresses
     the initial  recognition and  measurement of goodwill and other  intangible
     assets  acquired in a business  combination and SFAS No. 142 addresses this
     initial  recognition and measurement of intangible  assets acquired outside
     of a business combination whether acquired  individually or with a group of
     other assets.  These standards require all future business  combinations to
     be accounted for using the purchase method of accounting.  Goodwill will no
     longer be  amortized  but instead  will be subject to  impairment  tests at
     least  annually.  The Company is required to adopt SFAS No 141 and 142 on a
     prospective  basis as of January 1, 2002,  however,  certain  provisions of
     these new Standards may also apply to any acquisitions concluded subsequent
     to September 30, 2001.  Presently,  the adoption of these new standards has
     not affected the Company's financial condition or results of operations.





                                       9
<PAGE>


(6)  During the nine months  ended  September  30, 2001,  the Company  converted
     $222,000 of debt  through the  issuance of 33,872  shares of common  stock.
     Additionally,  the  Company  donated  1,159  shares  of  common  stock to a
     charitable organization during this period. The donation,  totaling $14,777
     was  recorded as a charitable  contribution  and is included in general and
     administrative expenses in the accompanying  consolidated statement of loss
     for the nine months ended September 30, 2001.  During the nine months ended
     September 30, 2001 the Company  converted 710 shares of preferred  stock to
     common stock totaling  $71,000.  During the nine months ended September 30,
     2001, the Company sold certain  equipment in exchange for 150,000 shares of
     the purchaser's stock. The sale was recorded at $150,000.

(7)  During the nine months ended September 30, 2001, the Stock Option Committee
     had  granted  75,000  options to purchase  the  Company's  common  stock at
     prevailing  market  prices.  The  options  were  granted to  employees  and
     directors  of the  Company  under the  terms of the  Tengasco,  Inc.  Stock
     Incentive Plan.

     Additionally,  the Company  extended the exercise  period of one employee's
     stock option who was retiring resulting in recorded compensation of $55,200
     during the nine months ended September 30, 2001.

(8)  During the second  quarter of 2001,  the Company sold 17,550  shares of its
     Series  B 8%  Cumulative  Convertible  Preferred  stock  ($100  par  value)
     pursuant to a private placement offering which terminated on June 15, 2001.
     The funds raised through this  offering,  net of issuance cost will be used
     for the Company's drilling program in the Swan Creek field, the exploration
     of new geological  structures,  and working  capital,  as the Company deems
     appropriate.

(9)  On August 1, 2001 Tengasco  announced a 5% stock dividend  distributable on
     October 1, 2001 to shareholders of record of the Company's  common stock on
     September 4, 2001. Based on the number of common shares  outstanding on the
     record date, the Company expects to issue 498,016 new shares.

     The  fair  market  value  of  the  additional  shares  issued,  aggregating
     $6,374,609,  was charged to accumulated  deficit, and common stock dividend
     distributable  and additional  paid-in-  capital were increased by $498 and
     $6,374,111,  respectively.  All  references in the  accompanying  financial
     statements  to the number of common  shares and per share amounts are based
     on the increased  number of shares giving  retroactive  effect to the stock
     dividend.





                                       10
<PAGE>


(10) On November 8, 2001, the Company  signed a credit  facility with the Energy
     Finance  Division of Bank One, N.A. in Houston,  Texas whereby Bank One has
     extended to the Company a  revolving  line of credit of up to $35  million.
     The  initial  borrowing  base under the  facility  is $10  million  and the
     borrowing  base will be adjusted  upon  periodic  review by Bank One of the
     Company's oil and gas reserves. The interest rate is the Bank One base rate
     plus one-quarter percent which at the present time is 5.25%. On November 9,
     2001,  funds  from this  credit  line were used to (1)  refinance  existing
     indebtedness on the Company's  Kansas  properties  ($1,427,309.25);  (2) to
     repay the internal  financing provided by directors and shareholders on the
     Company's recently completed 65-mile Tennessee  intrastate  pipeline system
     ($3,895,490.83);  (3) to prepay a note  payable to  Spoonbill,  Inc. in the
     amount of  $1,080,833.34;  (4) to prepay a purchase  money note due to M.E.
     Ratliff, the Company's chief executive officer, for purchase by the Company
     of a drilling rig and related equipment in the amount of $1,003,844.44; and
     (5) to prepay in full the remaining  principal of the working  capital loan
     due December  31, 2001 to Edward W.T.  Gray III, a director of the Company,
     in the amount $304,444.44.  All of these obligations incurred interest at a
     rate  substantially  greater than the rate being  charged by Bank One under
     the credit facility.  Together with attorney fees, mortgage taxes in Kansas
     and  Tennessee,  and related fees, the total drawn on November 9, 2001 from
     the credit facility was $7,901,776.65.

(11) Certain  comparative  amounts  have been  reclassified  to  conform  to the
     current period presentations.








                                       11
<PAGE>


                      Management's Discussion and Analysis
                Of Financial Condition and Results of Operations


The Company is in the business of exploring for,  producing and transporting oil
and  natural  gas in  Tennessee  and  Kansas  and  marketing  gas for  others in
Tennessee.  The  Company  has 243 oil and gas wells in Kansas and has 34 natural
gas and 10 oil wells in Tennessee.

With the completion of its 65 mile  pipeline,  the Company is now delivering its
gas to Eastman  Chemical  Company  ("Eastman"),  BAE SYSTEMS at the Holston Army
Ammunition Plant and anticipates being eventually able to sell substantially all
of its natural gas production  from the Swan Creek Field.  Deliveries of natural
gas to BAE SYSTEMS at the Holston facility  commenced on April 4, 2001.  Initial
deliveries of gas to Eastman were made on May 21, 2001. The Company is presently
selling  an  average  of  approximately  5,000  MMBTU of gas per  day,  which is
slightly  lower than in the prior  quarter  and than what was  anticipated  as a
result  of a  temporary  reduction  in gas flow  caused  by  larger  amounts  of
condensate in the pipeline than anticipated.  The Company is currently reworking
the  configuration  of the  compressors  and installing  equipment to remove the
condensate  and  sell  it.  It is  anticipated  that  the  installation  will be
completed  by  November  30 and gas sales  should rise to a level of 6,000 MMBTU
within a short period and gradually to 10,000 MMBTU.  The  condensate,  which at
present is  produced at the rate of  approximately  20 barrels per day, is to be
sold at the same  price the  Company  receives  for its crude oil.  The  Company
anticipates  that purchases under the agreement with BAE SYSTEMS will ultimately
be  1,800  MMBTU  of gas  per  day as  that  company's  production  requirements
increase. The Company is currently supplying all of the natural gas requirements
of BAE SYSTEMS and cannot determine at this time what their ultimate  production
schedule and thus their natural gas requirements may be.

On  November  8, 2001,  the  Company  signed a credit  facility  with the Energy
Finance  Division  of Bank One,  N.A.  in Houston,  Texas  whereby  Bank One has
extended  to the Company a revolving  line of credit of up to $35  million.  The
initial  borrowing base under the facility is $10 million and the borrowing base
will be adjusted upon  periodic  review by Bank One of the Company's oil and gas
reserves.  The interest rate is the Bank One base rate plus one-quarter  percent
which at the present time is 5.25%. On November 9, 2001,  funds from this credit
line were used to (1) refinance  existing  indebtedness on the Company's  Kansas
properties  ($1,427,309.25);  (2) to prepay the internal  financing  provided by
directors and shareholders on the Company's recently completed 65-mile Tennessee
intrastate  pipeline  system  ($3,895,490.83);  (3) to prepay a note  payable to
Spoonbill,  Inc. in the amount of $1,080,833.34;  (4) to prepay a purchase money
note due to M.E. Ratliff, the Company's chief executive officer, for purchase by
the  Company  of  a  drilling  rig  and  related  equipment  in  the  amount  of
$1,003,844.44;  and (5) to prepay in full the remaining principal of the working
capital loan due  December  31, 2001 to Edward W.T.  Gray III, a director of the
Company,  in the  amount  of  $304,444.44.  All of  these  obligations  incurred
interest at a rate substantially greater than the rate being charged by Bank One
under the credit  facility.  Together with  attorney's  fees,  mortgage taxes in
Kansas and Tennessee, and related fees, the total drawn on November 9, 2001 from
the credit facility was $7,901,776.65.




                                       12
<PAGE>


The Company's plan of operations  for the period ending  December 31, 2002 calls
for the drilling of a minimum of 30 additional  wells in the Swan Creek Field at
a cost of approximately $250,000 per well. During the first nine months of 2001,
the  Company  drilled  12 wells  in the  Swan  Creek  Field,  all of which  were
successful  resulting in 9 additional gas wells and 3 additional oil wells.  The
Company anticipates that as a result of sales of natural gas from its Swan Creek
Field and the acquisition of the Bank One line of credit it will have sufficient
funds to complete the drilling program.

The Company's present plan of operations also includes  contracting for sales of
additional  volumes of natural  gas not only to Eastman and BAE Systems as their
needs increase,  but to other industrial  customers in the Kingsport,  Tennessee
area.   Negotiations  with  such  additional  potential  customers  are  in  the
preliminary  stages.  Other large  industrial  customers in Kingsport  presently
served by an interstate pipeline include Willamette Paper,  General Shale (brick
manufacturer) and AFG Glass.

The aggregate  requirement of these potential customers exceeds the requirements
of Eastman.  The Company has not entered into any  contracts for sales to any of
these  potential  customers,  and no assurances  can be made that such contracts
will  be  agreed  upon.  However,  the  Company  plans  to  fully  exploit  this
significant  market  potential in the  Kingsport  area for serving  large volume
industrial  customers  assuming  that  sufficient  volumes of natural gas can be
produced and  transported  through the  Company's  pipeline.  In  addition,  the
Company's  subsidiary,   Tengasco  Pipeline  Corporation,  has  entered  into  a
franchise  agreement  with the City of Kingsport  that grants it  authority  for
twenty years to construct  facilities and to sell and distribute  natural gas to
all classes of customers  listed herein.  The franchise  agreement is subject to
approval by the Tennessee Regulatory Authority.  The Company expects to file for
approval shortly and anticipates that such approval will be granted.

The Company's wholly owned subsidiary, Tengasco Pipeline Corporation,  installed
and operates a new natural gas utility  service to  residential,  commercial and
industrial  users in Hancock  County,  Tennessee for the Powell  Valley  Utility
District.  The Powell Valley District  previously had no natural gas facilities.
The system was installed in the year 2000 and  deliveries of gas to customers in
Sneedville  began in the first  quarter of 2001.  Revenues to date from sales of
gas have been limited due to the small number of initial residential  customers.
The system will be  gradually  expanded  over time to serve as many of the 6,900
residential  and  commercial  customers  in the  county  as may be  economically
possible.  The system is currently  being  extended  approximately  two miles in
order to serve a new industrial customer in the Sneedville industrial park.

The Company plans to drill five new wells in Ellis and Rush Counties,  Kansas on
its  existing  Kansas  leases  during the  remainder  of this  calendar  year in
response to drilling  activity in the area establishing new areas of production.
During this  quarter,  the Company  successfully  drilled the Dick No. 7 well in
Kansas and completed the well as an oil well. The Company is also engaged, for a
fee, to gather the gas  produced  from wells  owned by others  located in Kansas
adjacent to the Company's wells and near the Company's gathering lines.





                                       13
<PAGE>


The Company's plans for its Kansas  properties  include  maintaining the current
productive   capacity  of  its  existing  wells  through  normal  workovers  and
maintenance  of the wells,  performing  gathering or sales services for adjacent
producers,   and  expanding  the  Company's  own  productions  through  drilling
additional wells. In addition,  there are several capital  development  projects
that the Company is  considering  with  respect to the Kansas  Properties  which
include   recompletion  of  wells  and  major  workovers  to  increase   current
production. These projects when completed are expected to increase production in
Kansas.

The  Company's  plan  of  operation  also  includes  exploration  in six or more
additional  major  geological  structures  in the East  Tennessee  area that are
similar  to the Swan  Creek  structure  and which the  Company's  geology  staff
indicate have a high probability of producing hydrocarbons.

The Company has either  acquired  seismic  data on these  structures  from third
party sources,  or is conducting its own seismic studies with its own trucks and
equipment. The seismic data is being analyzed at facilities of the University of
Tennessee  as  part  of the  strategic  alliance  between  the  Company  and the
University of Tennessee.  The seismic analysis is continuing and related leasing
activities have begun based on initial analysis of seismic results. The analysis
should be  completed  in  approximately  six months,  and the  Company  plans to
conduct exploration activities in these new areas.

On August 10,  2001,  the Company and Penn  Virginia  Oil & Gas  Corporation,  a
subsidiary of Penn Virginia Corporation entered into a joint operating agreement
to  explore,  drill,  and  develop a certain  area of  mutual  interest  in East
Tennessee and southern  Virginia.  The area of mutual interest is in addition to
the six  areas  described  above  identified  as  potentially  productive.  Both
companies will share equally all lease acquisition  costs,  seismic  exploration
and analysis costs,  drilling and operating  costs, as well as the proceeds from
production.  Penn  Virginia  is named as the  initial  operator  under the joint
operating  agreement.  Penn Virginia has begun the seismic  program and drilling
operations will be based on the results of seismic  analysis.  While the Company
anticipates  the  possibility  of  significant  production  as a result  of this
venture,  no assurances  can be made at this time of the amount of reserves that
may be discovered or produced in the course of this venture.

The Company has no plans,  at present,  to increase the number of its  employees
significantly.

This plan of operations is based upon many variables and estimates, all of which
may change or prove to be other than or different from information relied upon.

The information contained in this Report, in certain instances, includes certain
forward-looking  statements.  When  used in this  document,  the  words  budget,
budgeted,  anticipate,  expects,  estimates,  believes,  goals or  projects  and
similar expressions are intended to identify forward-looking  statements.  It is
important to note that the Company's actual results could differ materially from
those projected by such forward-looking statements.





                                       14
<PAGE>


Important  factors that could cause  actual  results to differ  materially  from
those projected in the forward-looking  statements include,  but are not limited
to, the following: production variances from expectations, volatility of oil and
gas prices,  the need to develop and replace reserves,  the substantial  capital
expenditures  required  for the  drilling of wells and the related  need to fund
such capital  requirements  through  commercial  banks and/or public  securities
markets,  environmental  risks,  drilling and operating risks,  risks related to
exploration and  development  drilling,  the uncertainty  inherent in estimating
future oil and gas production or reserves,  uncertainty  inherent in litigation,
competition,  government regulation, and the ability of the Company to implement
its business  strategy,  including  risks  inherent in  integrating  acquisition
operations into the Company's operations.

Results of Operations and Financial Condition

Comparison of the Quarters Ending September 30, 2001 and 2000

The Company  recognized  $2,433,758  in oil and gas revenues and  transportation
revenues  from its Kansas  Properties  and the Swan Creek Field during the third
quarter of 2001  compared  to  $1,666,583  in the third  quarter  of 2000.  This
increase in revenues  was due  primarily to gas  production  from the Swan Creek
Field in the third quarter.  The Swan Creek Field  produced  434,557 MCF of gas,
resulting in $1,090,000 of net revenues.  Although  production was approximately
the same during the  quarters  ending  September  30, 2001 and 2000,  Kansas oil
revenues   were  down   approximately   $87,000  and  gas  revenues   were  down
approximately  $123,000  in the third  quarter of 2001 due to a decrease  in oil
prices from the third  quarter of 2000.  Oil prices in the third quarter of 2000
were approximately  $29.50 per BBL and gas prices were  approximately  $4.10 per
MCF whereas the prices in the third  quarter of 2001 were  approximately  $24.25
per BBL and gas prices were approximately  $2.70 per MCF.  Additionally,  during
the  three  months  ended  September  30,  2001,  the  Company  sold  two  fully
depreciated compressors, resulting in other income of $150,000.

The Company realized net loss  attributable to common  shareholders of (491,055)
($.05 per share of common stock) during this period  compared to a net income in
the third quarter of 2000 to common  shareholders  of $18,064 ($.00 per share of
common stock).

Production  costs and  taxes in the third  quarter  of 2001 of  $1,112,471  were
higher when compared to $664,526 in the third  quarter of 2000.  The increase is
primarily due to production  cost,  severance taxes and gas royalties  resulting
from the increased production from the Swan Creek Field.

Depreciation,  Depletion and Amortization  expense for the third quarter of 2001
was $779,551, compared to $63,000 in the third quarter of 2000. This increase is
primarily due to  significant  increases in depletion  expense  during the third
quarter of 2001,  (612,000) as a result of decreases in reserve estimates on oil
and gas properties arising from the Companies gas wells had decreased production
levels due to problems  encountered  with liquids in the wells.  This  decreased
production  level  was  factored  into  the  estimated  future  proved  reserves
calculated on June 30, 2001  resulting in a lower future reserve  estimate.  The
June 30, 2001 Ryder Scott  reserve  report was used as a basis for the September
30, 2001 estimate. Additional increases in depreciation was due to the Company's
depreciation  on its completed  65-mile  pipeline for the first time in the year
2001.




                                       15
<PAGE>


Interest  expense  for the third  quarter of 2001 was  $248,328  as  compared to
$95,686  in the third  quarter  of 2000.  This  increase  was due to  additional
interest cost associated with necessary financing for the completion of Phase II
of the Company's 65-mile pipeline.

General and  Administrative  Expenses  for the third  quarter of 2001  increased
$84,090 from $679,479 in the third  quarter of 2000.  Most of this cost increase
was to expand insurance coverage including blowout insurance for the Company and
also for the Company's medical insurance plan.

Legal and accounting  fees  decreased  $20,547 from the third quarter of 2000 as
several legal matters were settled late in the year 2000.

During the three months ended September 30, 2001, the Company incurred  $398,479
of additional capitalized costs associated with the completion of the Swan Creek
Pipeline.

Comparison of the Nine Month Periods Ending September 30, 2001 and 2000.

The Company  recognized  $5,745,144  in oil and gas revenues and  transportation
revenues  from the  Kansas  and Swan  Creek oil and gas  fields  during the nine
months ended September 30, 2001 compared to $4,116,778 for the nine months ended
September 30, 2000.  This  $1,778,366  increase in revenues was due primarily to
gas  production  from the Swan Creek  Field in the second and third  quarters of
2001. In the nine months ended September 30, 2001, the Swan Creek Field produced
646,958 MCF of gas, resulting in $1,800,491 of net revenues. Kansas gas revenues
for the nine months ended September 30, 2001 were approximately  $276,000 higher
than those for the nine-month  period ended  September 30, 2000. This change was
due to an  increase in price per MCF from the nine months  ended  September  30,
2000;  all of the increase was in the first  quarter of 2001 as prices were down
in the second and third quarters of 2001.  Although production was approximately
the same during the nine months ending  September 30, 2001 and 2000,  Kansas oil
and Swan Creek oil revenues were down approximately  $300,000 in the nine months
ended  September  30,  2001  compared  to the same  period  in 2000 due to price
decreases.  Additionally,  during the three months ended September 30, 2001, the
Company  sold two fully  depreciated  compressors,  resulting in other income of
$150,000.

Although the Company's nine month revenues  increased from the nine months ended
September  30,  2000,  the Company  incurred a net loss  available to holders of
common stock of $1,362,124  (0.13 per share of common  stock)  compared to a net
loss available to holders of common stock of $543,556 ($0.06 per share of common
stock) for the nine months ended September 30, 2000.

The increase in the loss was due to the following factors:

    Production  costs and taxes for the first  nine-months of 2001 of $2,463,401
    were higher  compared to  $1,920,087  in the first nine months of 2000.  The
    increase is primarily  due to production  costs,  severance  taxes,  and gas
    royalties resulting from the increased production from the Swan Creek Field.
    Also,  during the first nine months of 2001 the Company incurred  additional
    maintenance  costs in Swan  Creek in  connection  with  the  preparation  of
    production beginning in April of 2001.





                                       16
<PAGE>


    Depreciation,  Depletion and Amortization expenses for the nine months ended
    2001 were  $1,048,008,  compared  to  $189,000  for the first nine months of
    2000.  The primary  increase is due to an increase in depletion  estimate as
    explained  in  the  three  month  comparison.  Approximately  an  additional
    $147,000  of  this  increase  was due to  depreciation  being  taken  on the
    pipeline for the first time in the second and third quarters of 2001.

    Interest expense for the nine months ending September 30, 2001 was $577,342,
    as compared to $299,844 in 2000. This increase is due to additional interest
    cost  associated  with  financing  for the  completion  of  Phase  II of the
    Company's  65-mile  pipeline.  This increase was reduced by interest cost of
    approximately  $148,000  which was  capitalized in the first three months of
    2001 during construction of the pipeline.

    General  and  Administrative  Expenses  for the  first  nine  months of 2001
    increased  $773,375  from  $1,794,501  in the  first  nine  months  of 2000.
    Approximately  $320,000 of this increase was due to an increase in insurance
    to  expand  coverage   including  blowout  insurance  for  the  Company  and
    approximately $196,000 was attributable to public relations costs associated
    with producing the annual report,  the proxy  statement and press  releases.
    The Company also incurred a $55,200  compensation  adjustment resulting from
    the  extension  of the exercise  period for options  granted to an employee.
    Engineering service and professional fees increased  approximately  $100,000
    for reserve analysis.

    Legal and  accounting  fees  increased  $43,792 for the first nine months of
    2001.  The increase  was for  additional  services  provided by our auditors
    associated  with  year-end  filings,  the  proxy  statement  and the  annual
    reports.

During the nine months ended September 30, 2001, the Company incurred $3,724,479
of additional capitalized costs associated with the Swan Creek Pipeline.

On March 8, 2001,  the  pipeline was ready for its  intended  use;  accordingly,
pipeline  facilities under  construction were reclassified to completed pipeline
facilities on the accompanying condensed consolidated balance sheet at September
30, 2001.

ITEM 3    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
       RISK:

The Company has risk  exposure for  interest  rates on its  outstanding  debt. A
significant  portion of the  Company's  long-term  debt is based upon  published
prime rates.  Interest rates have recently been somewhat volatile,  and although
it is difficult to predict future  fluctuations of interest rates  volatility is
expected to continue.

The  Company's  major market risk  exposure is in the pricing  applicable to its
natural gas and crude oil  production.  Historically,  prices  received  for gas
production have been volatile and unpredictable.  For example,  gas prices as of
December  31,  2000 was  $9.77  per MCF  compared  to $2.70 per MCF in the third
quarter of 2001. Pricing volatility is expected to continue.




                                       17
<PAGE>


PART II   OTHER INFORMATION

ITEM 1    LEGAL PROCEEDINGS

On October 10, 2001 an arbitration hearing was held by the American  Arbitration
Association  between the Company's wholly owned  subsidiary,  Tengasco  Pipeline
Corporation  ("TPC"),  and  King  Pipeline  &  Utility  Company  ("King"),   the
contractor  for the  construction  of Phase II of the  Company's  pipeline.  The
arbitration was held to resolve  disputes  concerning final billings by King for
the pipeline construction.  King made four claims, seeking (1) payment for straw
matting done by King on slopes calculated at two dollars per square foot; (2) to
retain  payment it had  received for  clearing  and  grubbing  charges;  (3) the
release of a  currently  retained  sum of  $46,585,  to which TPC made no claim,
presently  being held in escrow pending  outcome of ongoing  litigation  between
King and King's boring subcontractor;  and (4) payment of $94,000 billed by King
for alleged  extra work it  performed in trenching at a depth deeper than called
for by the contract.

On  October  31,  2001 the  arbitrator  issued his award  finding  that King was
entitled to recover the sum of  $266,390.66  for straw matting work performed by
King, calculated at $2 per square foot as sought by King; that King was entitled
to retain the $72,500  payment made to it by TPC for clearing and grubbing work,
and that the retained sum be released  from escrow.  The  arbitrator  denied all
relief  sought by King for extra  charges in the  amount of  $94,000  for deeper
trenching,  and awarded King its attorney's fees of approximately  $14,000.  The
Company is examining the  possibility of appeal of the award,  since the Company
believes that the arbitrator's  ruling is not supported by the record presented.
However,  available  grounds  for  appeal  appear  extremely  limited  and it is
therefore  unlikely  that an  appeal  will  occur.  In the  event an  appeal  is
unavailable and payment is made to satisfy the award, then based on the evidence
presented  at the  arbitration  hearing,  the  Company  and TPC  intend  to seek
recovery of the payments made to King as an additional  element of damages being
sought from Caddum, Inc., the project engineer,  in an action now pending in the
United States District Court for the Eastern District of Tennessee entitled C.H.
FENSTERMAKER & ASSOCIATES, INC. V. TENGASCO, INC., No. 3:01-CV-2.

Any  settlements  paid  to King  would  be an  addition  to  completed  pipeline
facilities.





                                       18
<PAGE>


ITEM 2    CHANGES IN SECURITIES AND USE OF PROCEEDS

During the nine months ended  September 30, 2001,  358,733  shares of restricted
common  stock were sold in a private  placement  (of which  111,111  shares were
issued  during the third  quarter),  33,872  shares were issued  pursuant to the
conversion of  convertible  notes (of which 11,804 shares were issued during the
third  quarter),  258,657  shares of common  stock were  issued  pursuant to the
exercise of options (of which 46,300 was in the third quarter),  the majority of
which were granted  under the Tengasco,  Inc.  Stock  Incentive  Plan and 12,347
shares were issued  pursuant to the conversion of 710 shares of preferred  stock
to common stock in the second quarter.

During the second  quarter of 2001, the Company sold 17,550 shares of its Series
B 8%  Cumulative  Convertible  Preferred  stock  ($100 par value)  pursuant to a
private  placement  offering which terminated on June 15, 2001. The funds raised
through  this  offering,  net of  issuance  cost will be used for the  Company's
drilling  program in the Swan Creek fields,  the  exploration  of new geological
structures, and working capital, as the Company deems appropriate.

ITEM 6    EXHIBITS AND 8-K REPORTS.

          During the quarter ending  September 30, 2001 the Company did not file
any Reports on Form 8-K.

          The following exhibits are filed herewith:

EXHIBITS 10.21 Credit Agreement - Reducing Revolving Line of Credit Up to
$35,000,000 from Bank One, N.A. to Tengasco, Inc., Tennessee Land & Mineral
Corporation and Tengasco Pipeline Corporation dated November 8, 2001.








                                       19
<PAGE>


                                   Signatures

          Pursuant to the  requirements  of the  Securities  and Exchange Act of
1934, the  registrant  duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.

          Dated: November 13, 2002                    TENGASCO, INC.


                                              BY: /s/ JEFFREY R. BAILEY
                                                  -----------------------
                                                  Jeffrey R. Bailey
                                                  President


                                              By: /s/ MARK A. RUTH
                                                  -----------------------
                                                  Mark A. Ruth
                                                  Chief Financial Officer


                                       20
<PAGE>

                                  CERTIFICATION


          I, Malcolm E. Ratliff, certify that:

          1. I have reviewed this quarterly report on Form 10-Q/A of Tengasco,
Inc.

          2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

          3. Based on my knowledge, the financial statements, and other
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;




/s/ MALCOLM E. RATLIFF                                November 13, 2002
-----------------------
Malcolm E. Ratliff
Chief Executive Officer


                                       21
<PAGE>

          Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of 2002 I hereby
certify that:

          (A)  I have reviewed the Quarterly Report on Form 10-Q/A;

          (B)  To the best of my knowledge this Quarterly Report on Form 10-Q/A
(I) fully complies with the requirements of section 13(a) or 15(d) of the
Securities and Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d); and, (ii) the
information contained in this Report fairly presents, in all material respects,
the financial condition and results of operations of Tengasco, Inc. And its
Subsidiaries during the period covered by this Report.


                                              /s/ MALCOLM E. RATLIFF
                                              ------------------------------
                                              Malcolm E. Ratliff
                                              Chief Executive Officer



                                       22

<PAGE>

                                  CERTIFICATION


          I, Jeffrey R. Bailey, certify that:

          1. I have reviewed this quarterly report on Form 10-Q/A of Tengasco,
Inc.

          2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

          3. Based on my knowledge, the financial statements, and other
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;




/s/ JEFFREY R. BAILEY                                 November 13, 2002
-----------------------
Jeffrey R. Bailey
President


                                       23
<PAGE>

          Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of 2002 I hereby
certify that:

          (A)  I have reviewed the Quarterly Report on Form 10-Q/A;

          (B)  To the best of my knowledge this Quarterly Report on Form 10-Q/A
(I) fully complies with the requirements of section 13(a) or 15(d) of the
Securities and Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d); and, (ii) the
information contained in this Report fairly presents, in all material respects,
the financial condition and results of operations of Tengasco, Inc. And its
Subsidiaries during the period covered by this Report.


                                              /s/ JEFFREY R. BAILEY
                                              ------------------------------
                                              Jeffrey R. Bailey
                                              President


                                       24
<PAGE>

                                  CERTIFICATION


          I, Mark A. Ruth, certify that:

          1. I have reviewed this quarterly report on Form 10-Q/A of Tengasco,
Inc.

          2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

          3. Based on my knowledge, the financial statements, and other
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;





/s/ MARK A. RUTH                                        November 13, 2002
------------------------
Mark A. Ruth
Chief Executive Officer


                                       25
<PAGE>

          Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I hereby
certify that:

          (A)  I have reviewed the Quarterly Report on Form 10-Q/A;

          (B)  To the best of my knowledge this Quarterly Report on Form 10-Q/A
(i) fully complies with the requirements of section 13(a) or 15(d) of the
Securities and Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and, (ii) the
information contained in this Report fairly presents, in all material respects,
the financial condition and results of operations of Tengasco, Inc. and its
Subsidiaries during the period covered by this Report.

                                              /s/ MARK A. RUTH
                                              ------------------------------
                                              Mark A. Ruth
                                              Chief Financial Officer






                                       26