Exhibit 99.3 - Offering Cover Letter to Shareholders

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


                                                            _________ __, 2002


    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 _________ __, 2002, that shareholder will be entitled to
    purchase _____ (_) shares 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:"), subject to pro-rata
    allocation, if necessary.

             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.

              PLEASE NOTE THAT YOUR  SUBSCRIPTION  RIGHTS WILL EXPIRE IF NOT
        EXERCISED PRIOR TO 4:30 P.M., NEW YORK CITY TIME, ON _______ __, 2002.

             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
    (800) 662-5200 or (212) 754-8000.

                                             ON BEHALF OF THE BOARD OF DIRECTORS

                                            /s/ Benjamin W. Heath

                                                Benjamin W. Heath, President