Tom Brown, Inc. and Tom Brown Resources Funding Corp. Announce Execution of Supplemental Indenture and Expiration of Withdrawal

Tom Brown, Inc. and Tom Brown Resources Funding Corp. Announce
Execution of Supplemental Indenture and Expiration of Withdrawal Rights 


DENVER, June 30  /PRNewswire/ -- Tom Brown, Inc. ("TBI") and Tom Brown
Resources Funding Corp. ("TBRFC" and, together with TBI, "Tom Brown") today
announced that they have executed a second supplemental indenture
("Supplemental Indenture") as described in Tom Brown's Offers to Purchase and
Consent Solicitation Statement, dated June 14, 2004 (the "Statement").  Tom
Brown received the requisite consents (the "Consents") of holders of a majority
of their 225,000 outstanding units (the "Units") to the proposed amendments
described in the Statement.  Each Unit consists of $512 principal amount of
7.25% Senior Subordinated Notes due September 15, 2013 of TBI and $488
principal amount of 7.25% Senior Subordinated Notes due September 15, 2013 of
TBRFC (the "Notes").

As more fully described in the Statement, the Supplemental Indenture eliminates
certain provisions contained in the indentures governing the Notes relating to
restrictive covenants, events of default, and conditions to defeasance.  Upon
execution of the Supplemental Indenture, Consents to the proposed amendments
may no longer be revoked as described in the Statement.

Merrill Lynch & Co. is acting as the sole dealer manager for the tender offer
and consent solicitation.  Questions regarding the tender offer and consent
solicitation should be directed to Merrill Lynch & Co. at (888) ML4-TNDR or
[phone] (collect).

The information agent and the depositary for the tender offer, consent
solicitation and change of control offer is Global Bondholder Services
Corporation.  Requests for documentation should be directed to Global
Bondholder Services Corporation at [phone] (banks and brokers may also
call [phone]).

This news release is not an offer to purchase securities, a solicitation of an
offer to purchase securities, an offer to sell securities, or a solicitation of
consents.  The tender offer is being made and the consent solicitation was made
solely by the Statement.

For inquiries about the tender offer or consent solicitation, please contact
the information agent:

   Global Bondholder Services Corporation
   65 Broadway - Suite 704
   New York, New York 10006
   Attn: Corporate Actions
   Banks and Brokers call: [phone]
   Toll free: [phone]

  About Tom Brown


Tom Brown, Inc. is a Denver, Colorado based energy company engaged in the
exploration for, and the acquisition, development, production and marketing of
natural gas, natural gas liquids and crude oil in North America.  Tom Brown
Resources Funding Corp. is a direct wholly owned subsidiary of TBI.

  For inquiries about Tom Brown, please contact:

   Tom Brown, Inc.
   Mark Burford
   Director of Investor Relations
   [phone]



Certain statements in this release may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. 
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results performance or
achievements of Tom Brown to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.  These factors include, among others, risks and uncertainties
detailed in TBI's most recent filings with the Securities and Exchange
Commission.  Visit our website at http://www.tombrown.com/. 

DATASOURCE: Tom Brown, Inc.



CONTACT:  Mark Burford, Director of Investor Relations of Tom Brown,

Inc., [phone]



Web site:  http://www.tombrown.com/ 

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