Exhibit 99.3 - Letter to Shareholders

         C O A S T A L C A R I B B E A N O I L S & MI N E R A L S, LTD.


                                                                          , 2000


    To:              COASTAL CARIBBEAN OILS & MINERALS, LTD. SHAREHOLDERS


   Dear Fellow Shareholders:

             The Company is offering for sale, to its shareholders  only, shares
    of its common stock to fund its operations and litigation costs. For every
    (   ) shares of common stock held of record by a shareholder at the close of
    business on
                 , 2000, that  shareholder  will be entitled to purchase ______
    share of common stock (the "Guaranteed Allotment") at the subscription price
    of $ . In addition,  each  shareholder  who purchases the entire  Guaranteed
    Allotment will be permitted (at the same time) to subscribe for the purchase
    of additional  shares which are unsubscribed for by other  shareholders (the
    "Contingent Allotment:").

             Enclosed with this letter are:

             1.) The  PROSPECTUS,  by which  your  Company is  offering,  to its
    shareholders only, the right to subscribe to its common stock.

             2.) A  nontransferable  SUBSCRIPTION CARD which should be completed
    and returned to the  subscription  agent in the enclosed REPLY ENVELOPE,  if
    you wish to purchase shares of the Company.

             3.) INSTRUCTIONS for completing the SUBSCRIPTION CARD.

             THE  ENCLOSED  SUBSCRIPTION  CARD IS VALUABLE.  PLEASE NOTE,
    HOWEVER,  THAT YOUR  SUBSCRIPTION  RIGHTS WILL EXPIRE IF NOT EXERCISED PRIOR
    TO 4:30 P.M., EASTERN DAYLIGHT TIME, ON                       , 2000.

             If your shares are held in the name of your broker or nominee,  you
    will not receive a subscription card since the subscription  agent will mail
    cards only to shareholders of record;  therefore,  if you wish to subscribe,
    please instruct your account representative as soon as possible.

             Subscription information and additional copies of the offering
    materials are available from Morrow and Co. Inc. Call Toll-Free.

                                             ON BEHALF OF THE BOARD OF DIRECTORS




                                                    Benjamin W. Heath, President