EXHIBIT 10.46

                                 PROMISSORY NOTE



$225,000                                                    Knoxville, Tennessee
                                                                February 2, 2004

     FOR  VALUE  RECEIVED,   the  undersigned,   TENGASCO,   INC.,  a  Tennessee
corporation and TENGASCO  PIPELINE  CORPORATION,  a Tennessee  corporation  (the
"MAKER" whether one or more),  jointly and severally promise to pay to the order
of Dolphin  Offshore  Partners,  LP,  whose  address  is care of  Dolphin  Asset
Management Corporation,  129 East 17th St., New York, N.Y. its successors and/or
assigns (said parties and any subsequent holders  hereinafter being collectively
called the "HOLDER" at 129 East 17th St., New York,  N.Y (or at such other place
as the Holder hereof may  designate) the principal sum of TWO HUNDRED AND TWENTY
FIVE  THOUSAND  DOLLARS  ($225,000),  (the  "Principal"),   plus  interest  (the
"Interest")  at the rate set  forth  below on the  Principal  from  time to time
remaining unpaid.

     Interest on the  outstanding  Principal  balance  shall accrue at a rate of
twelve percent (12%) per annum based upon a 360-day year. Interest on the unpaid
principal balance shall accrue from date hereof and shall be payable  forty-five
days after the end of each calendar quarter. The entire unpaid Principal and any
accumulated  unpaid  Interest  thereon shall be due (the "Due Date") on April 4,
2004.

     This Note is secured by a lien on following  property  wherever located and
whether  now/owned  or  hereafter  owned or  acquired  by Maker,  whether or not
affixed to realty,  and all Proceeds and Products  thereof in any form,  and all
parts,  accessories,   attachments,  special  tools,  additions,   replacements,
substitutions and accessions thereto or therefor and in all increases or profits
received  therefrom  (Collateral):  all of  Maker's  interest,  either  real  or
personal, tangible or intangible; in that certain undivided interest in pipeline
facilities  owned by the  Company  and  described  in  EXHIBITS A AND B attached
hereto and incorporated herein by reference.

     Maker  agrees that Maker will pay the  principal  and all  accumulated  and
unpaid  interest  in full within ten days of closing of any sale by the Maker of
either of the  pipelines  described  on  EXHIBITS A OR B attached  hereto to any
third  party.  Holder  agrees,  however,  that as to any  sale  of the  pipeline
described  on Exhibit B which is subject to prior lien in favor of Bank One,  N.
A. under Credit Agreement dated November 8, 2001,  payment by Maker of this Note
shall be made only to the extent  funds are  released by Bank One as  lienholder
thereon.

     This Note is a Note referred to in the Security Agreement,  and is entitled
to the benefits and subject to the terms  thereof and may be prepaid in whole or
in part and secured by the collateral as provided therein.
     THIS  NOTE  IS IN  ADDITION  TO AND NOT IN  REPLACEMENT  OF  THOSE  CERTAIN
PROMISSORY  NOTES DATED DECEMBER 4, 2002 IN THE PRINCIPAL AMOUNT OF $250,000.00;
FEBRUARY 3, 2003 IN THE PRINCIPAL  AMOUNT OF  $250,000.00;  FEBRUARY 28, 2003 IN
THE PRINCIPAL  AMOUNT OF  $250,000.00;  MAY 20, 2003 IN THE PRINCIPAL  AMOUNT OF
$750,000.00; AUGUST 6, 2003 IN THE PRINCIPAL AMOUNT OF $150,000.00;  DECEMBER 3,
2003 IN THE  AMOUNT OF  $225,000,  DECEMBER  9, 2003 IN THE  AMOUNT OF  $250,000
BETWEEN  MAKER AND HOLDER,  AND  DECEMBER  29, 2003 IN THE AMOUNT OF  $1,000,000
BETWEEN MAKER AND HOLDER.

     1. DEFAULT.  The happening of any of the following  events shall constitute
an event of default  hereunder:  failure  of Maker to pay in full any  Principal
payment or Interest  Payment due  hereunder  promptly  when it becomes  due; the
occurrence of any one or more of the Events of Default specified in the Security
Agreement  or the  Maker  becoming  bankrupt,  insolvent  or if  any  bankruptcy
(voluntary or involuntary) or insolvency  proceedings (as said terms "insolvent"
and  "insolvency  proceedings"  are  defined in the Uniform  Commercial  Code of
Tennessee) are instituted or made by or against Maker, or if application is made
for the appointment for a receiver for the Maker or for any of the assets of any
Maker, or as assignment is made for the benefit of the Maker's creditors.

     Upon the happening of any event of default as defined  herein,  the Holder,
at its  option,  may  declare  the  entire  unpaid  Principal  balance  of  this
Promissory Note without notice or demand, together with accrued


<PAGE>

     Interest,  to be immediately due and payable  without notice or demand.  In
the event of  default,  the then  unpaid  principal  balance  hereof  shall bear
interest from the time of such default at the maximum legal rate permissible.

     In addition to payment of Interest and Principal,  if there is a default in
this  Note,  the Holder  shall be  entitled  to  recover  from the Maker all the
Holder's costs of collection,  including the Holder's  attorneys'  fees (whether
incurred  in   connection   with  any  judicial,   bankruptcy,   reorganization,
administrative,  appeals or other  proceedings and whether such fees or expenses
arise before proceedings are commenced or after entry of any judgment),  and all
other costs or expenses incurred in connection therewith.

     2. WAIVER.  With respect to the payment hereof, the Maker waives all rights
of  exemption of property  from levy or sale under  execution or the process for
the collection of debts under the  Constitution  or laws of the United States or
of any state thereof, and demand, presentment, protest, notice of dishonor, suit
against any party,  and all other  requirements  necessary to charge or hold any
Maker liable hereunder.

     No  failure  or delay on the part of the  Holder in  exercising  any right,
power or remedy  hereunder  shall  operate  as a waiver  thereof,  nor shall any
single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
The remedies  provided for herein are  cumulative  and are not  exclusive of any
remedies  that may be  available to the Maker or the Holder at law, in equity or
otherwise.  Any amendment,  supplement or modification of or to any provision of
this  Note,  any  waiver of any  provision  of this Note and any  consent to any
departure by the Maker from the terms of any  provision  of this Note,  shall be
effective (i) only if it is made or given in writing and signed by the Maker and
the  Holder  of this  Note and (ii) only in the  specific  instance  and for the
specific purpose for which made or given.

     3. FEES AND COSTS.  The Maker agrees to pay all filing fees and taxes,  and
all costs of  collection  or  securing  or  attempting  to collect or secure the
payment thereof,  including attorneys' fees, whether or not involving litigation
and/or appellate proceedings.

     4. REMEDIES.  The Holder shall not by any act, delay, omission or otherwise
be deemed to have  waived  any of its rights or  remedies,  and no waiver of any
kind shall be valid,  unless in writing and signed by the Holder. All rights and
remedies of the Holder  shall be  cumulative.  Furthermore,  the Holder shall be
entitled to all the rights of a Holder in due course of a negotiable instrument.
In the event of default,  Holder shall have all remedies  available to a secured
party under the Uniform  Commercial  Code.  Holder shall give Maker ten business
days notice in writing of any public or private  sale of the  property  securing
this  note.  Holder  shall  incur no  liability  as a result  of the sale of the
property  securing  this  note,  other  than  for  its own  negligence,  willful
misconduct, or bad faith.

     5.  WARRANTY OF TITLE.  The seller  warrants  that the Maker's title to the
property is free of any encumbrance  other than the interests of Bank One, N. A.
as Lender under Credit Agreement dated November 8, 2001.

     6.  GOVERNING  LAW.  This  Note  shall  be  governed  by and  construed  in
accordance  with the laws of the State of New York.  Any  provision of this Note
that may be  unenforceable  or invalid under any law shall be ineffective to the
extent  of  such   unenforceability   or   invalidity   without   affecting  the
enforceability or validity of any other provision hereof.

     7.  NOTICE.  Any notice  required to be given to any person shall be deemed
sufficient if mailed,  postage prepaid, to such person's address as set forth in
this Note.

     8.  SUCCESSORS AND ASSIGNS.  The provisions of this Note are binding on the
assigns and successors of Maker and shall inure to the benefit of the Holder and
its successors and assigns.

     9.  COLLECTION.  If this Note is not paid upon demand or  according  to the
tenor hereof and strictly as above provided, it may be placed in the hands of an
attorney at law for  collection.  In such event,  each party  liable for payment
thereof, as Maker,  endorser,  guarantor or otherwise,  hereby agrees to pay the
holder  hereof,  in addition to the sums above stated,  a reasonable  attorneys'
fee, whether or not suit be initiated,  which fee shall include  attorneys' fees
at the trial level and on appeal, together with all costs incurred. IN THE EVENT
THAT  LITIGATION IS INITIATED FOR THE COLLECTION OF THE OBLIGATION  EVIDENCED BY

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THIS NOTE,  THEN MAKER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY  REGARDING  THIS
NOTE AND ANY AGREEMENT OR INSTRUMENT  SECURING SAME, AND THE PREVAILING PARTY IN
SUCH  LITIGATION  SHALL  BE  ENTITLED  TO AN  AWARD  FOR  COSTS  AND  REASONABLE
ATTORNEYS'  FEES  INCURRED IN THE  LITIGATION,  INCLUDING ALL TRIALS AND APPEALS
RELATING THERETO.

     The  Maker  hereby  irrevocably  consents  and  submits  to  the  exclusive
jurisdiction  of the United States federal courts and the courts of the State of
New York  located  in New  York,  New York,  in  connection  with any  action or
proceeding arising out of or relating to this Note or any document or instrument
delivered pursuant hereto.

     For  purposes of any action that may be brought to enforce  this Note,  the
Maker agrees that this Note  constitutes  an instrument for the payment of money
only within the meaning of Section  3213 of the Civil  Practice Law and Rules of
the State of New York.

     Notwithstanding anything to the contrary, in no event, whether by reason of
advancement  of the  proceeds  hereof,  acceleration  of  maturity of the unpaid
balance hereof, or otherwise,  shall the amount taken, reserved or paid, charged
or agreed to be paid,  for the use,  forbearance  or detention of money advanced
pursuant  hereto  or  pursuant  to any other  document  executed  in  connection
herewith, exceed the maximum rate allowed by New York law. If any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid,  illegal or  unenforceable  in any respect for any reason,  the
validity,  legality and  enforceability of any other provisions hereof shall not
be in  any  way  impaired,  unless  the  provisions  held  invalid,  illegal  or
unenforceable  shall   substantially   impair  the  benefits  of  the  remaining
provisions hereof.

     The Maker shall  execute  such  documents  and perform  such  further  acts
(including,   without   limitation,    obtaining   any   consents,   exemptions,
authorizations  or other  actions  by, or giving any  notices  to, or making any
filings  with,  any  governmental  authority  or  any  other  person)  as may be
reasonably  required or appropriate to carry out or to perform the provisions of
this Note.

                                 TENGASCO, INC.





                                 By:
                                     ------------------------------------------
                                 JEFFREY R. BAILEY, President

                                 TENGASCO PIPELINE CORPORATION



                      By:
                          -----------------------------------------------------
                              ROBERT M. CARTER, President


<PAGE>


           EXHIBIT A TO PROMISSORY NOTE DATED FEBRUARY 2, 2004 BETWEEN
               TENGASCO, INC. AND TENGASCO PIPELINE CORPORATION AS
               MAKER AND DOLPHIN OFFSHORE PARTNERS, LP AS HOLDER.

         An undivided interest in and to Tengasco Pipeline  Corporation's right,
title, and interest in, to the following property  rights-of-way,  leases (other
than  the  right  to  produce  oil or gas  under  any  lease  granting  pipeline
installation and use rights) and/or easements located in Hancock County, Hawkins
County, and Sullivan County,  Tennessee, it being understood and agreed that the
undivided  interest  herein  described  is part of and  not in  addition  to the
undivided  interest or  interests in the  properties  described in other note or
notes dated December 4, 2002, February 3, 2003; February 28, 2003; May 20, 2003;
August 6, 2003; December 3, 2003, and December 9, 2003, and December 29, 2003:

     [PHASE I]:  That  certain  steel  pipeline  main,  6 inches and 8 inches in
diameter,  as it has  been  installed,  together  with all  associated  permits,
pipeline  rights-of-way,  and  pipeline  installation  rights  under oil and gas
leases (but excluding any rights to produce oil and gas leases under any oil and
gas lease granting such pipeline  installation  rights), from a point at the Big
Creek  Missionary  Baptist Church at the intersection of Upper Caney Valley Road
and Big Creek Road in Hancock County,  Tennessee,  extending  generally eastward
north of the  Clinch  River,  boring  under  the  Clinch  River  and  proceeding
generally  southward  along an existing  Tennessee  Valley  Authority power line
easement  along and within  rights-of-way  thereon,  which are  incorporated  by
reference for all purposes but without  limiting the generality of the foregoing
description,  proceeding further into Hawkins County,  Tennessee,  to a point of
intersection of the existing installed pipeline with the distribution  system of
Hawkins  County  Gas  Utility  District,  a  total  distance  described  in this
paragraph of approximately 26.0 miles; together with

     [PHASE II]:  That  certain  steel  pipeline  main 8 inches and 12 inches in
diameter as it has been  installed,  together  with a 4-inch supply line already
constructed,  with all associated contracts,  permits,  agreements, and pipeline
rights-of-way,  extending from a point of intersection of the existing installed
Phase I pipeline described above with the distribution  system of Hawkins County
Gas Utility  District and proceeding  from that point  generally  eastward along
rights-of-way  along Highway 11-W, and  proceeding  further along and within the
right-of-way of Highway 11 -w in accordance with the permit granted by Tennessee
Department of Transportation  to Tengasco  Pipeline  Corporation dated April 11,
2000,  and proceeding  generally  eastwards to a point located on the grounds of
Holston  Army  Ammunition  Plant in  accordance  with the Tenant  Use  Agreement
between Royal Ordinance North America,  Inc. (now BAE Systems Ordnance  Systems,
Inc.) and Tengasco Pipeline  Corporation dated June 16, 2000, which agreement is
incorporated by reference for all purposes, proceeding to a point on the grounds
of the Holston Army Ammunition Plant known as Mead Station, proceeding from that
point  further both as a 4-inch  supply line to Holston Area A and ending at the
Area A boilers and as a 12-inch main line generally  southward,  off the grounds
of Holston  Army  Ammunition  Plant and across  rights-of-way  to and  including
property  owned by Eastman  Chemical  Company,  and  proceeding  to the point of
interconnection  with the existing  natural gas system owned by Eastman Chemical
Company in Kingsport,  Sullivan County, Tennessee, a total distance described in
this paragraph of approximately 30.4 miles,  together with compressors,  valves,
stations  and metering  equipment  installed  to effect  deliveries  through the
pipeline .


<PAGE>


           EXHIBIT B TO PROMISSORY NOTE DATED FEBRUARY 2, 2004 BETWEEN
               TENGASCO, INC. AND TENGASCO PIPELINE CORPORATION AS
               MAKER AND DOLPHIN OFFSHORE PARTNERS, LP AS HOLDER.

         An undivided interest in and to Tengasco Pipeline  Corporation's right,
title, and interest in, to the following property  rights-of-way,  leases (other
than  the  right  to  produce  oil or gas  under  any  lease  granting  pipeline
installation and use rights) and/or easements  located in or near Hays,  Kansas,
it being  understood and agreed that the undivided  interest herein described is
part of and not in  addition  to the  undivided  interest  or  interests  in the
properties  described in other note or notes dated December 4, 2002, February 3,
2003;  February  28,  2003;  May 20,  2003;  August 6, 2003;  December  3, 2003,
December 9, 2003, and December 29, 2003:

     Seven miles of ten-inch diameter steel pipeline;
     Seven and one-half miles of eight-inch diameter steel pipeline;
     Sixty-nine miles of four-inch diameter steel pipeline;
     Two miles of two-inch pipeline;
     Compressor station and equipment thereon including but not limited to 3 No.
     342 CAT motors with a JG2
     Aerial Compression Unit.