EXHIBIT 99.2



                            DEGOLYER AND MACNAUGHTON
                        4925 GREENVILLE AVENUE, SUITE 400
                                ONE ENERGY SQUARE
                               DALLAS, TEXAS 75206








                                APPRAISAL REPORT
                                      AS OF
                                DECEMBER 31, 2002
                                       ON
                                 PROVED RESERVES
                                       OF
                               CERTAIN PROPERTIES
                                    OWNED BY
                             DENBURY RESOURCES INC.

                                    SEC CASE







                                         TABLE OF CONTENTS


                                                                                                      PAGE

                                                                                                     
FOREWORD...........................................................................................      1
  Scope of Investigation...........................................................................      1
  Authority........................................................................................      2
  Source of Information............................................................................      2
CLASSIFICATION OF RESERVES.........................................................................      4
ESTIMATION OF RESERVES.............................................................................      7
VALUATION OF RESERVES..............................................................................      9
SUMMARY AND CONCLUSIONS............................................................................     12





                            DEGOLYER AND MACNAUGHTON
                        4925 GREENVILLE AVENUE, SUITE 400
                                ONE ENERGY SQUARE
                               DALLAS, TEXAS 75206


                                APPRAISAL REPORT
                                      AS OF
                                DECEMBER 31, 2002
                                       ON
                                 PROVED RESERVES
                                       OF
                               CERTAIN PROPERTIES
                                    OWNED BY
                             DENBURY RESOURCES INC.

                                    SEC CASE




FOREWORD
- --------

Scope of Investigation
- ----------------------

     This report  presents an appraisal,  as of December 31, 2002, of the extent
and value of the proved crude oil, condensate,  natural gas liquids, and natural
gas reserves of certain  properties owned by Denbury  Resources Inc.  (Denbury).
The  reserves  estimated in this report are located in  Louisiana,  Mississippi,
Texas,  and offshore from  Louisiana  and Texas.  The  properties  appraised are
listed in detail in related report entitled "Appraisal Report as of December 31,
2002 on Certain Properties owned by Denbury Resources Inc. SEC Case."

     Reserves  estimated in this report are expressed as gross and net reserves.
Gross reserves are defined as the total estimated  petroleum to be produced from
these  properties  after  December  31,  2002.  Net reserves are defined as that
portion of the gross  reserves  attributable  to the interests  owned by Denbury
after deducting royalties and interests owned by others.

     This report also presents  values that were  estimated for proved  reserves
using initial prices and costs provided by Denbury.  Prices are related to NYMEX
prices of $31.20 per barrel and $4.79 per million British thermal units (MMBtu).
No escalation  has been applied to prices and costs.  A


                                                                               2


detailed explanation of the future price and cost assumptions is included in the
Valuation of Reserves section of this report.

     Values  of  proved  reserves  in this  report  are  expressed  in  terms of
estimated future gross revenue,  future net revenue,  and present worth.  Future
gross revenue is that revenue which will accrue to the appraised  interests from
the  production  and sale of the estimated  net reserves.  Future net revenue is
calculated by deducting estimated production taxes, ad valorem taxes,  operating
expenses,  and capital costs from the future gross revenue.  Operating  expenses
include field operating costs,  compression  charges, and the estimated expenses
of direct supervision, but do not include that portion of general administrative
costs  sometimes  allocated to  production.  Future income tax expenses were not
taken into  account in the  preparation  of these  estimates.  Present  worth is
defined as future net revenue discounted at a specified  arbitrary discount rate
compounded  monthly over the  expected  period of  realization.  In this report,
present worth values using a discount rate of 10 percent are reported.

     Estimates of oil,  condensate,  natural gas  liquids,  and gas reserves and
future net  revenue  should be  regarded  only as  estimates  that may change as
further production history and additional information become available. Not only
are such  reserves  and revenue  estimates  based on that  information  which is
currently  available,  but such estimates are also subject to the  uncertainties
inherent  in  the  application  of  judgmental   factors  in  interpreting  such
information.

Authority
- ---------

     This report was prepared at the request of Mr. Ronald T. Evans, Senior Vice
President Reservoir Engineering, Denbury.

Source of Information
- ---------------------

     Data used in the  preparation  of this report were  obtained  from Denbury,
from records on file with the appropriate  regulatory agencies,  and from public
sources.  In the preparation of this report we have relied,  without independent
verification, upon information furnished by Denbury with respect to its property
interests,  production  from such  properties,  current  costs of operation  and
development,  current prices for production,  agreements relating to current and
future operations and sale of production, and various other information and data
that were accepted as




                                                                               3

represented.  A field examination of the properties was not considered necessary
for the purposes of this report.




                                                                               4

CLASSIFICATION OF RESERVES

     Petroleum  reserves  included  in this report are  classified  by degree of
proof as proved and are judged to be  economically  producible  in future  years
from known  reservoirs  under  existing  economic and operating  conditions  and
assuming   continuation  of  current  regulatory  practices  using  conventional
production methods and equipment. In the analyses of production-decline  curves,
reserves were estimated only to the limit of economic rates of production  under
existing economic and operating conditions using prices and costs as of the date
the  estimate is made,  including  consideration  of changes in existing  prices
provided only by contractual  arrangements but not including  escalations  based
upon future conditions.  Proved reserves classifications used in this report are
in  accordance  with the  reserves  definitions  of Rules  4-10(a)  (1)-(13)  of
Regulation  S-X of the Securities  and Exchange  Commission  (SEC) of the United
States. The petroleum reserves are classified as follows:

     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.

          (i)  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.

          (ii) Reserves which can be produced  economically  through application
          of improved recovery techniques (such as fluid injection) are included
          in the  "proved"  classification  when



                                                                               5

          successful  testing  by a  pilot  project,  or  the  operation  of  an
          installed   program  in  the  reservoir,   provides  support  for  the
          engineering analysis on which the project or program was based.

          (iii) 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;  and (D)
          crude oil, natural gas, and natural gas liquids, that may be recovered
          from oil shales, coal, gilsonite, and other such sources.

     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  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




                                                                               6

     recovery technique is contemplated, unless such techniques have been proved
     effective by actual tests in the area and in the same reservoir.




                                                                               7

ESTIMATION OF RESERVES
- ----------------------

     Estimates  of  reserves  were  prepared  by  the  use  of  geological   and
engineering methods generally accepted by the petroleum industry.  The method or
combination  of methods used in the analysis of each  reservoir  was tempered by
experience  with  similar   reservoirs,   stage  of  development,   quality  and
completeness of basic data, and production history.

     When  applicable,  the volumetric  method was used to estimate the original
oil in place  (OOIP)  and  original  gas in place  (OGIP).  Structure  maps were
prepared to  delineate  each  reservoir,  and isopach maps were  constructed  to
estimate reservoir volume.  Electrical logs,  radioactivity logs, core analyses,
and other  available data were used to prepare these maps as well as to estimate
representative values for porosity and water saturation. When adequate data were
available  and  when  circumstances   justified,   material-balance   and  other
engineering methods were used to estimate OOIP or OGIP.

     Estimates  of ultimate  recovery  were  obtained  after  applying  recovery
factors to OOIP or OGIP.  These recovery  factors were based on consideration of
the type of energy  inherent in the reservoirs,  analyses of the petroleum,  the
structural  positions of the  properties,  and the  production  histories.  When
applicable, material-balance and other engineering methods were used to estimate
recovery factors.  An analysis of reservoir  performance,  including  production
rate, reservoir pressure, and gas-oil ratio behavior, was used in the estimation
of reserves.

     For  depletion-type  reservoirs  or those  whose  performance  disclosed  a
reliable decline in producing-rate  trends or other diagnostic  characteristics,
reserves were  estimated by the  application  of  appropriate  decline curves or
other performance  relationships.  In the analyses of production-decline curves,
reserves  were  estimated  only to the limits of  economic  production  based on
current economic conditions.

     In certain  cases,  when the  previously  named  methods could not be used,
reserves were  estimated by analogy with similar  wells or reservoirs  for which
more complete data were available.

     The gas reserves  included  herein are reported as sales gas.  Sales gas is
defined  as  that  gas  to be  delivered  into a gas





                                                                               8

pipeline for sale after  separation,  processing,  fuel use, and flare.  All gas
volumes are expressed at a temperature base of 60 degrees Fahrenheit ((degree)F)
and at the legal  pressure  base of the state or area in which the  reserves are
located.  Condensate  reserves  estimated  herein are those to be  recovered  by
conventional lease separation.  Natural gas liquids reserves are estimated to be
those  attributable  to the leasehold  interests  appraised  based on historical
yield information.

     In the preparation of this study, as of December 31, 2002, gross production
estimated to December 31, 2002,  was deducted  from gross  ultimate  recovery to
arrive at the estimate of gross reserves. In some fields, this required that the
production  rates be estimated for up to 3 months,  since  production  data from
certain properties were available only through September 2002.

     At the  request  of  Denbury,  data  available  from  wells  drilled on the
appraised  properties  through  January  22,  2003,  were  used to  prepare  the
estimates  shown herein.  New wells drilled and logged after  December 31, 2002,
are the OCS G 18863 Block A 9 well JA 2, in North Padre  Island Block A-9 field,
and the Oak  Estates 2 well in Lake Gero North  field.  Both  wells were  logged
early in January 2003. The reserves  attributable  to these wells are classified
as proved undeveloped.

     The table below presents  estimates of the proved reserves,  as of December
31, 2002, of the properties  appraised,  expressed in barrels (bbl) or thousands
of cubic feet (Mcf):



                                   OIL AND        NATURAL GAS         TOTAL
                                 CONDENSATE         LIQUIDS          LIQUIDS              GAS
                                    (BBL)            (BBL)            (BBL)              (MCF)
                               ---------------- ----------------  --------------- ----------------

                                                                          
Gross Reserves
Developed Producing                 55,039,125          815,950       55,855,075      220,064,172
Developed Nonproducing              29,431,993          174,936       29,606,929      138,692,724
Undeveloped                         43,378,603          287,625       43,666,228      110,949,144
                               ---------------- ----------------  --------------- ----------------

TOTAL GROSS                        127,849,721        1,278,511      129,128,232      469,706,040

Net Reserves
Developed Producing                 40,285,349          442,495       40,727,844       96,136,096
Developed Nonproducing              21,541,648          128,240       21,669,888       46,675,748
Undeveloped                         34,671,539          134,101       34,805,640       58,135,629
                               ---------------- ----------------  --------------- ----------------
TOTAL NET                           96,498,536          704,836       97,203,372      200,947,473





                                                                               9


VALUATION OF RESERVES
- ---------------------

     Revenue values in this report were  estimated  using the initial prices and
costs  provided  by  Denbury.  Future  prices were  estimated  using  guidelines
established by the Securities  and Exchange  Commission  (SEC) and the Financial
Accounting Standards Board (FASB).

     In this report,  values for proved  reserves were based on  projections  of
estimated future production and revenue prepared for these properties.

     The following assumptions were used for estimating future prices and costs:

     Oil and Condensate Prices

          Oil  and  condensate   prices  were  calculated  using   differentials
          furnished  by Denbury  for each  lease to a NYMEX  price of $31.20 per
          barrel and held constant  thereafter.  The weighted average price over
          the lives of the properties was $28.78 per barrel.

     Natural Gas Liquids Prices

          Natural gas  liquids  prices were  calculated  using the 2002  average
          ratio to the NYMEX price of $31.20 per barrel.  These prices were held
          constant over the lives of the properties.

     Natural Gas Prices

          Natural gas prices were calculated for each lease using  differentials
          furnished  by  Denbury  to a NYMEX  price of $4.79  per MMBtu and held
          constant thereafter.  The weighted average price over the lives of the
          properties was $4.96 per thousand cubic feet.



                                                                              10


     Operating and Capital Costs

          Current operating and capital costs, based on information  provided by
          Denbury,  were used in estimating future costs required to operate the
          properties.  In certain  cases,  future costs,  either higher or lower
          than current costs, may have been used because of anticipated  changes
          in operating conditions. These costs were not escalated for inflation.

     The future revenue to be derived from the production and sale of the proved
reserves,  as of December 31, 2002, of the properties  appraised is estimated as
follows:




                                                               PROVED
                                         ----------------------------------------------------
                                            DEVELOPED        DEVELOPED                            TOTAL
                                            PRODUCING       NONPRODUCING      UNDEVELOPED         PROVED
                                         ---------------------------------------------------------------------

                                                                                    
Future Gross Revenue, $                    1,607,099,117        864,422,870    1,315,554,606    3,787,076,593
Production and Ad Valorem Taxes, $            61,776,745         32,873,032       42,930,347      137,580,124
Operating Costs, $                           441,454,158        160,089,796      305,069,080      906,613,034
Capital Costs, $                              20,604,511         42,907,557      204,756,464      268,268,532
Future Net Revenue*, $                     1,083,263,703        628,552,485      762,798,715    2,474,614,903
Present Worth at 10 Percent*, $              734,804,064        333,971,626      357,444,166    1,426,219,856


* Future  income  taxes have not been taken into account in the  preparation  of
these estimates.

     Timing of capital expenditures and the resulting  development of production
were based on a development plan provided by Denbury.

     In our opinion,  the  information  relating to estimated  proved  reserves,
estimated  future  net  revenue  from  proved  reserves,  and  present  worth of
estimated  future net revenue from proved reserves of oil,  condensate,  natural
gas liquids,  and gas  contained in this report has been  prepared in accordance
with Paragraphs  10-13,  15, and 30(a)-(b) of Statement of Financial  Accounting
Standards  No. 69  (November  1982) of the FASB and Rules  4-10(a)  (1)-(13)  of
Regulation S-X and Rule 302(b) of Regulation S-K of the SEC; provided,  however,
that (i) certain  estimated  data have not been provided with respect to changes
in reserves  information and (ii) future income tax expenses have not been taken
into account in  estimating  the future net revenue and present worth values set
forth herein.






                                                                              11

     To the extent that the above-enumerated rules, regulations,  and statements
require  determinations  of an accounting or legal nature or information  beyond
the scope of our report,  we are necessarily  unable to express an opinion as to
whether the above-described information is in accordance therewith or sufficient
therefor.




                                                                              12


SUMMARY AND CONCLUSIONS
- -----------------------

     Denbury owns working and royalty interests in certain properties located in
Louisiana,  Mississippi,  Texas,  and offshore  from  Louisiana  and Texas.  The
estimated net proved  reserves of the properties  appraised,  as of December 31,
2002,  are  summarized  as follows,  expressed in barrels  (bbl) or thousands of
cubic feet (Mcf):




                                  OIL AND        NATURAL GAS         TOTAL
                                 CONDENSATE        LIQUIDS          LIQUIDS            GAS
                                   (BBL)            (BBL)            (BBL)            (MCF)
                               ---------------  ---------------  ---------------  --------------

                                                                         
Net Reserves
Developed Producing                40,285,349          442,495       40,727,844      96,136,096
Developed Nonproducing             21,541,648          128,240       21,669,888      46,675,748
Undeveloped                        34,671,539          134,101       34,805,640      58,135,629
                               ---------------  ---------------  ---------------  --------------
TOTAL                              96,498,536          704,836       97,203,372     200,947,473


     The estimated revenue and costs attributable to Denbury's  interests in the
proved reserves,  as of December 31, 2002, of the properties appraised under the
aforementioned  assumptions concerning future prices and costs are summarized as
follows:




                                                               PROVED
                                         ----------------------------------------------------
                                            DEVELOPED        DEVELOPED                            TOTAL
                                            PRODUCING      NONPRODUCING       UNDEVELOPED        PROVED
                                         --------------------------------------------------------------------

                                                                                   
Future Gross Revenue, $                    1,607,099,117       864,422,870     1,315,554,606   3,787,076,593
Production and Ad Valorem Taxes, $            61,776,745        32,873,032        42,930,347     137,580,124
Operating Costs, $                           441,454,158       160,089,796       305,069,080     906,613,034
Capital Costs, $                              20,604,511        42,907,557       204,756,464     268,268,532
Future Net Revenue*, $                     1,083,263,703       628,552,485       762,798,715   2,474,614,903
Present Worth at 10 Percent*, $              734,804,064       333,971,626       357,444,166   1,426,219,856


     * Future  income taxes have not been taken into account in the  preparation
of these estimates.





                                                                              13


     All gas volumes in this report are  expressed at a  temperature  base of 60
(degree)F  and at the  legal  pressure  base of the  state or area in which  the
reserves are located.

                                          Submitted,



                                          /s/ DeGolyer and MacNaughton
                                          DeGOLYER and MacNAUGHTON
SIGNED:  March 19, 2003









                                          /s/ James W. Hail
                                          --------------------------------------
                                          James W. Hail, Jr., P.E.
                                          Executive Vice President
                                          DeGolyer and MacNaughton