Offer Update

Tullow Oil PLC
25 May 2004

FOR IMMEDIATE RELEASE


                                                                     25 May 2004



(Not for release, publication or distribution in or into the United States,
Canada Australia or Japan)



                                 TULLOW OIL PLC


                        OFFER FOR ENERGY AFRICA LIMITED


                 OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES


The board of Tullow Oil plc ('Tullow' or the 'Company') announces that the Offer
for the entire issued share capital of Energy Africa Limited ('Energy Africa')
is declared unconditional as to acceptances and will remain open for acceptance
until further notice.


As at 11.00 a.m. (London time) on Tuesday, 25 May 2004, the first closing date
of the Offer, valid acceptances of the Offer had been received from the holders
of, in aggregate, 96,037,511 Energy Africa Shares, representing approximately
92.9 per cent. of the issued share capital of Energy Africa. Of such
acceptances, holders of, in aggregate, 69,733,895 Energy Africa Shares,
representing approximately 67.4 per cent. of the issued share capital of Energy
Africa, have elected to receive their consideration in the form of cash. Holders
of, in aggregate, 26,303,616 Energy Africa Shares, representing approximately
25.4 per cent. of the issued share capital of Energy Africa have elected to
receive their consideration in the form of New Tullow Shares.


The Offer remains conditional, inter alia, on the passing at the Extraordinary
General Meeting ('EGM') of the Company convened for 11.00 a.m. (London time) on
Thursday, 27 May 2004 of the Resolution to approve, implement and effect the
Offer. A further announcement will be made following the EGM.


In the event that the Offer becomes or is declared wholly unconditional, Tullow
intends to invoke the provisions of S440K of the Companies Act, 1973 (Act 61. Of
1973) as amended, of South Africa, to acquire compulsorily the remaining Energy
Africa Shares. Should S440K be invoked, and consequently Tullow acquires the
shares of all the Energy Africa Shareholders in accordance with S440K, Energy
Africa will apply to the JSE Securities Exchange to be delisted. Energy Africa
will also apply for the delisting of the Global Depositary Shares from the
Luxembourg Stock Exchange.


Energy Africa Shareholders who have not yet accepted the Offer are, therefore,
encouraged to complete the Form of Acceptance enclosed with the Offer Document
and return it, together with supporting documents, to the transfer secretaries
to the Offer, Computershare Investor Services (Proprietors) Limited, at PO Box
61051, Marshalltown 2107, South Africa as soon as possible.


Terms used in this announcement shall have the same meaning as in the Listing
Particulars dated 4 May 2004 which were sent to Tullow Shareholders and Energy
Africa Shareholders.




                                    - ENDS -


Enquiries:
Tullow Oil plc                                                 020 7333 6800
Aidan Heavey                       Chief Executive
Tom Hickey                         Chief Financial Officer
Graham Martin                      General Counsel

ABN AMRO Corporate Finance Limited                             020 7678 8000
Richard Kent

Hoare Govett Limited                                           020 7678 8000
Andrew Foster

Davy Corporate Finance Ltd                                     [phone]
Hugh McCutcheon

Citigate Dewe Rogerson                                         020 7638 9571
Martin Jackson

Murray Consultants Limited                                     + 353 1 498 0300
Joe Murray

Each of ABN AMRO Corporate Finance Limited, Hoare Govett Limited and Davy
Corporate Finance Ltd are acting for Tullow Oil plc and no one else in
connection with the matters referred to above and will not be responsible to
anyone other than Tullow Oil plc for providing the protections afforded to
clients of ABN AMRO Corporate Finance Limited, Hoare Govett Limited and Davy
Corporate Finance Ltd (as the case may be) nor for providing advice in relation
to the matters referred to above.


This announcement does not constitute an offer to sell or the solicitation of an
offer to purchase or subscribe for any securities.

The Offer is not being made, directly or indirectly, in, into or from the United
States, Canada, Australia or Japan.







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