EXHIBIT 23(b)



                            DeGolyer and MacNaughton
                        4925 Greenville Avenue, Suite 400
                                One Energy Square
                               Dallas, Texas 75206


                                  March 9, 2004






Denbury Resources Inc.
5100 Tennyson Parkway Suite 3000
Plano, Texas 75024


Ladies and Gentlemen:

     We consent to the use of the name DeGolyer and  MacNaughton,  to references
to DeGolyer and MacNaughton,  and to the inclusion of information taken from our
"Appraisal Report as of December 31, 2003 on Certain Properties owned by Denbury
Resources Inc. SEC Case,"  "Appraisal  Report as of December 31, 2002 on Certain
Properties owned by Denbury  Resources Inc. SEC Case," and "Appraisal  Report as
of December 31, 2001 on Certain  Properties owned by Denbury  Resources Inc. SEC
Case"  (our  Reports)  under  the  sections  "Financial  Highlights,"  "Selected
Operating Data - Oil and Gas Reserves,"  "Operations  Section of Annual Report -
Our CO2 Assets,"  and "Notes to  Consolidated  Financial  Statements - Estimated
Quantities of Reserves and Standardized Measure of Future Net Cash Flows" in the
Denbury  Resources  Inc.  Annual Report on Form 10-K for the year ended December
31, 2003.

     We further  consent to the  incorporation  of our  "Appraisal  Report as of
December  31,  2003 on Proved  Reserves of Certain  Properties  owned by Denbury
Resources Inc. SEC Case" in such Form 10-K as Exhibit 99 therein.

                                                     Very truly yours,


                                                    /s/ DeGolyer and MacNaughton
                                                    DeGOLYER and MacNAUGHTON