February 24, 1997
 
 Mesa, Inc.
 1400 Williams Square West
 5205 N. O'Connor Blvd.
 Irving, TX  75039-3746        
                               Re:  Greenhill Petroleum Corporation
                                    Reserve and Net Revenue Forecast
                                    As of December 31, 1996
                                    SEC Price Case
 Gentlemen:
 
      At your request, we estimated the Proved Reserves and future net
 revenue as of December 31, 1996 attributable to the Greenhill Petroleum
 Corporation interests in properties located onshore and offshore Louisiana
 and onshore Texas and New Mexico.  In preparing these estimates, we employed
 costs as instructed by Greenhill Petroleum Corporation; we employed prices
 as of December 31, 1996 as shown in Table 1. These estimates are designated
 as the SEC Price Case. 
 
      The results of these evaluations for the Proved Reserves as of December
 31, 1996 are as follows:



 
                                Proved      Proved      Proved    Proved
                              Producing Nonproducing Undeveloped   Total
                               Reserves    Reserves    Reserves  Reserves  
                              -------------------------------------------
                                                         
 Net Oil, MBbls.               14,808       5,591      3,031     23,430
 Net Sales Gas, MMcf           21,177      10,635     10,085     41,897
 Future Net Revenues                 
   Undiscounted, M$           262,415      98,703     79,793    440,911
   Discounted at 10%, M$      188,253      58,872     53,134    300,259
 
<TABLE\>

    Proved Reserves and future net revenue were estimated in accordance with
 the provisions contained in Securities and Exchange Commission Regulation
 S-X, Rule 4-10 as defined in Attachment 1 except that we have no judgment
 regarding the instructed costs.
 
    Future net revenues as used herein are defined as the total revenues
 attributable to (1) the net working interests less royalties, severance and
 ad valorem taxes, operating costs, and future capital expenditures and (2)
 the net mineral interests, production payments, or overriding royalty
 interests owned by Greenhill Petroleum Corporation.  In the projections,
 future net revenues were discounted at 10 percent per annum as requested. 
 Estimates of future net revenues and discounted future net revenues are
 not intended to represent our opinion of the fair market values for the
 estimated reserves.
 
    We employed the lease and well operating costs, capital costs,
 abandonment costs, and the scheduling thereof as provided by Greenhill
 Petroleum Corporation.  Required future capital expenditures, operating
 costs, and state severance and ad valorem taxes were deducted from revenues
 as appropriate for each individual property.  For offshore and inland water
 properties, future capital requirements for abandonment of the wells and
 platforms were included. Abandonment costs were included for onshore 
 properties except in those cases where salvage values exceeded abandonment
 costs. Investigations of environmental issues such as the costs, if any, of
 restoring properties to satisfy environmental standards were beyond the
 scope of this assignment. 
 
    The reserves reported herein were based on a detailed review of the
 geological and engineering data and were estimated from decline curve
 analyses, water-oil ratio trends, material balance calculations,
 volumetric calculations, analogous methods, or a combination of these
 methods.  Reserve estimates from analogies and from volumetric calculations
 are often less certain than reserve estimates based on well performance
 obtained over a period during which a substantial portion of the reserves
 was produced.
 
    The evaluations presented in this report, with the exceptions of those
 parameters specified by others, reflect our informed judgments based on
 accepted standards of professional investigation but are subject
 to those generally recognized uncertainties associated with interpretation
 of geological, geophysical, and engineering information.  Government
 policies and market conditions different from those employed in
 this study may cause the total quantity of oil or gas to be recovered,
 actual production rates, prices received, or operating and capital costs to
 vary from those presented in this report.
 
    In conducting these evaluations we relied upon production histories,
 accounting and cost data, and other financial, operating, engineering, and
 geological data supplied by Greenhill Petroleum Corporation. To a lesser
 extent, data existing in the Miller and Lents, Ltd. files and data obtained
 from commercial services were used.  We relied upon the Greenhill Petroleum
 Corporation representation of the ownership interests. No independent
 verifications of these interests were made by Miller and Lents, Ltd. 
 
                                    Very truly yours,
 
                                    MILLER AND LENTS, LTD.
 
 
 
                                    By /s/                                    
                                    -------------------------------                
                                    J. L. Powell
                                    Vice President
 JLP/hsd
 
                                                                TABLE 1 
                       GREENHILL PETROLEUM CORPORATION
                       -------------------------------
 
 
                                Prices as of
                              December 31, 1996
 




                           Gas Price     Gas Price    Oil Price
 Field                     ($/MMBtu)      ($/Mcf)       ($Bbl)
 ------------------------------------------------------------------
                                                 

 Eugene Island Block 208     3.750         4.129        25.13
 Timbalier Bay               3.740         4.069        25.14
 Grand Bay                   3.516         3.829        25.45
 Delta Farms                 3.740         4.260        25.20
 Bully Camp                    --            --           --
 
 Rich Ranch                  3.630         4.320        24.73
 Bobcat Run                  3.640         3.960        23.95
 Linscomb                    3.510         4.001        24.26
 
 Lovington San Andres Unit   2.050         2.909        24.23
 Lovington Paddock Unit      2.230         3.238        24.23
 West Lovington Unit         2.660         4.365        24.23
 Midway State Unit           2.650         3.975        24.78
 West San Andres Unit        1.100         1.110        23.69
 Emma Cowden                 2.780         4.167        23.88
 Emma San Andres Unit        2.780         4.167        23.88


 
  
                                                         ATTACHMENT 1

                         Proved Reserves Definitions
                               In Accordance With
             Securities and Exchange Commission Regulation S-X
             -------------------------------------------------
 
 
 Proved Oil and Gas Reserves
 ---------------------------
 
      Proved oil and gas reserves are the estimated quantities of crude oil,
 natural gas, and natural gas liquids which geological and engineering data
 demonstrate with reasonable certainty to be recoverable in future years from
 known reservoirs under existing economic and operating conditions, i.e.,
 prices and costs as of the date the estimate is made.  Prices include
 consideration of changes in existing prices provided only by contractual
 arrangements but not on escalations based upon future conditions.
 
      1.     Reservoirs are considered proved if economic producibility is
 supported by either actual production or conclusive formation test.  The
 area of a reservoir considered proved includes (a) that portion delineated
 by drilling and defined by gas-oil and/or oil-water contacts, if any, and
 (b) the immediately adjoining portions not yet drilled but which can be
 reasonably judged as economically productive on the basis of available
 geological and engineering data.  In the absence of information on fluid
 contacts, the lowest known structural occurrence of hydrocarbons controls
 the lower proved limit of the reservoir.
 
      2.     Reserves which can be produced economically through application
 of improved recovery techniques (such as fluid injection) are included in
 the proved classification when successful testing by a pilot project or the
 operation of an installed program in the reservoirs provides support for the
 engineering analysis on which the project or program was based.
 
      3.     Estimates of proved reserves do not include the following:
 
           a.     Oil that may become available from known reservoirs but is 
                  classified separately as indicated additional reserves.
 
           b.     Crude oil, natural gas, and natural gas liquids, the 
                  recovery of which is subject to reasonable doubt because of 
                  uncertainty as to geology, reservoir characteristics, or  
                  economic factors.
 
           c.     Crude oil, natural gas, and natural gas liquids, that may 
                  occur in undrilled prospects.
 
           d.     Crude oil, natural gas, and natural gas liquids, that may 
                  be recovered from oil shales, coal, gilsonite, and other 
                  such sources.
 
      Depending upon their status of development, proved reserves are
 subdivided into proved developed reserves and proved undeveloped reserves.
 
 
 Proved Developed Oil and Gas Reserves
 -------------------------------------
 
      Proved developed oil and gas reserves are reserves that can be expected
 to be recovered through existing wells with existing equipment and operating
 methods.  Additional oil and gas expected to be obtained through the
 application of fluid injection or other improved recovery techniques for
 supplementing the natural forces and mechanisms of primary recovery should
 be included as proved developed reserves only after testing by a pilot
 project or after the operation of an installed program has confirmed through
 production response that increased recovery will be achieved.
 
 
 Proved Undeveloped Oil and Gas Reserves
 ---------------------------------------
 
      Proved undeveloped oil and gas reserves are reserves that are expected
 to be recovered from new wells on undrilled acreage, or from existing wells
 where a relatively major expenditure is required for recompletion.  Reserves
 on undrilled acreage shall be limited to those drilling units offsetting
 productive units that are reasonably certain of production when drilled. 
 Proved reserves for other undrilled units can be claimed only where it can
 be demonstrated with certainty that there is continuity of production from
 the existing productive formation.  Under no circumstances should estimates
 for proved undeveloped reserves be attributable to any acreage for which an
 application of fluid injection or other improved recovery technique is
 contemplated, unless such techniques have been proved effective by actual 
 tests in the area and in the same reservoir.