Scheme of Arrangement

Tullow Oil PLC
31 October 2000


Tullow Oil plc ('Tullow')

Proposed re-registration of Tullow Oil plc, currently an Irish registered
company, as a UK registered company.

The board of Tullow Oil plc (the 'Board') today announces proposals to
establish a new UK holding company ('NewCo') for Tullow and its subsidiaries
(the 'Tullow Group') to be effected by means of a scheme of arrangement under
section 201 of the Companies Act, 1963 of Ireland (the 'Scheme'). Under the
Scheme, Tullow Shareholders will receive shares in NewCo, a new company
incorporated in England and Wales which will become the holding company for
the Tullow Group (and is also named Tullow Oil plc), on the basis of one NewCo
Share for each Tullow Share held. 

A meeting of shareholders of the Company (the 'Shareholder Court Meeting')
will be convened, pursuant to an order of the High Court of Ireland, on 23
November 2000, to seek approval for the Scheme. A meeting of Tullow Option
Holders (the 'Option Holder Court Meeting') will be convened, pursuant to an
order of the High Court of Ireland, on 23 November 2000, to seek approval for
the Scheme. An extraordinary general meeting (the 'Extraordinary General
Meeting') will also be held on 23 November 2000, to commence after the Court
Meeting has concluded or been adjourned, to seek approval for the Scheme.

Details of the Scheme will be set out in a circular to shareholders which is
expected to be published on 31 October 2000.  Information on NewCo will be set
out in Listing Particulars which are expected to be published on the same
date.

Background to and reasons for the Scheme

Tullow's intention to seek shareholder approval to change its place of
domicile from Ireland to the UK was disclosed in its prospectus published on 8
November 1999 and repeated in the prospectus of Tullow published on 1 August
2000 relating to the acquisition of a portfolio of United Kingdom Continental
Shelf Gas Basin interests and a placing and open offer.

Although the registered office of Tullow is in Dublin, Tullow has dual
headquarters located in Dublin and London and the time of senior management is
divided between these offices.  In addition, the bulk of shareholders (as
determined by percentage of shares held) are situated outside Ireland. 
Shareholders holding approximately 72.45 per cent. of Tullow's issued share
capital have registered addresses outside Ireland.  In these circumstances and
given the international nature of Tullow's business, the Directors believe
that it would be more appropriate for Tullow's business to be headed by a
company registered under the laws of England and Wales than one registered in
the Republic of Ireland.  The Directors also believe that, in the event of the
successful implementation of the Scheme, the Tullow Group will be able to take
advantage of a wider range of investment opportunities as they arise, by
widening the range of potential institutional investors capable of investing
in the Group.

In particular, by redomiciling itself in England and Wales, NewCo will in due
course qualify for inclusion in a number of major market indices for which it
has previously been ineligible;  these include the All Share Index and the
Energy Index.  Inclusion of NewCo in these indices will permit existing and
prospective institutional shareholders to include NewCo shares in suitable UK
equity pension and investment funds.

The widening of the shareholder base which the Directors anticipate occurring
as a result of the redomicile will also be of assistance to the Company in
funding its exploration initiatives, making strategic acquisitions and
maintaining a liquid market in its shares.

Outline of the Scheme

It is proposed that, by means of the Scheme, Tullow will become wholly-owned
by NewCo which will be the new holding company owned by the Tullow
Shareholders.  Under the Scheme, Tullow Shareholders will receive one fully
paid NewCo Share in exchange for each Tullow Share held.  In addition, the
Scheme provides that the Tullow Option Holders, without prejudice to the
rights they may have, will have the opportunity to release the options which
they hold under the Tullow Share Option Schemes in exchange for equivalent
options over NewCo Shares.  Application will be made to de-list the Tullow
Shares and for the NewCo Shares to be admitted to the Official Lists of the
UKLA and the Irish Stock Exchange and to trading on the Main Market of the
London Stock Exchange in their place.  While the NewCo Shares and the Tullow
Shares are shares in different companies, the NewCo Shares will have
equivalent rights attached to them as the Tullow Shares.  

The Scheme will be subject to a number of conditions, details of which are
contained in the Explanatory Statement set out in the circular relating to the
Scheme.  These include the approval of shareholders and option holders by the
requisite majority at the Court Meetings and the Extraordinary General
Meeting, each of which have been convened for 23 November 2000, and the
sanction of the Court.

Tullow Share Option Schemes

All holders of options under the Tullow Share Option Schemes are being offered
the opportunity to release their options in exchange for equivalent options
over shares in NewCo.  The terms of each new option will, in all material
respects, be the same as those of the original option, except that it will be
an option to acquire NewCo Shares in place of Tullow Shares and that any
performance targets attaching to the options will lapse.

Expected Timetable of Principal Events

       
Shareholder Court Meeting                10.00am on 23 November 2000
         
Retained Shareholder Court Meeting       10.15am on 23 November 2000
       
Option Holder Court Meeting              10.30am on 23 November 2000
       
Extraordinary General Meeting            10.45am on 23 November 2000
       
Court Hearing of petition to sanction
the Scheme(1)                            Monday, 11 December 2000
       
Last day of dealings in Existing 
Tullow Shares                            Friday, 15 December 2000
       
Suspension of listing of Existing 
Tullow Shares and latest time for 
transfer of Existing Tullow Shares       Friday, 15 December 2000
       
Record Time                              4.30pm on 15 December 2000
       
Effective Date                           Friday, 15 December 2000
       
First day of dealings in NewCo Shares    Monday, 18 December 2000
       
Date of despatch of definitive NewCo 
share certificates                       Friday, 29 December 2000
       

(1) The dates for events after the extraordinary General Meeting may be
subject to change if confirmation of the Scheme is not obtained from the
Court.

Enquiries:

Tullow Oil plc
Aidan Heavey, Chief Executive, (020 7389 0300)
Tom Hickey, Finance Director (020 7389 0300)