Exhibit 99


                            DEGOLYER AND MACNAUGHTON
                        4925 Greenville Avenue, Suite 400
                                One Energy Square
                               Dallas, Texas 75206




                                APPRAISAL REPORT
                                      as of
                                DECEMBER 31, 2004
                                       on
                                 PROVED RESERVES
                                       of
                               CERTAIN PROPERTIES
                                    owned by
                             DENBURY RESOURCES INC.

                                    SEC CASE

DeGolyer and MacNaughton


                                TABLE of CONTENTS

                                                                          Page
                                                                          ----

FOREWARD.....................................................................1
  Scope of Investigation.....................................................1
  Authority..................................................................2
  Source of Information......................................................2
CLASSIFICATION of RESERVES...................................................3
ESTIMATE of RESERVES.........................................................5
VALUATION of RESERVES........................................................6
SUMMARY and CONCLUSIONS......................................................9




                            DEGOLYER AND MACNAUGHTON
                        4925 Greenville Avenue, Suite 400
                                One Energy Square
                               Dallas, Texas 75206


                                APPRAISAL REPORT
                                      as of
                                DECEMBER 31, 2004
                                       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, 2004,
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).  Estimates  of carbon  dioxide gas reserves are also
included.  The  reserves  estimated  in this  report are  located  in  Arkansas,
Louisiana,  Mississippi,  Texas,  and offshore  from  Louisiana  and Texas.  The
properties  appraised  are  listed  in  detail  in  a  related  report  entitled
"Appraisal Report as of December 31, 2004 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, 2004. 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 $43.45 per  barrel  and $6.149 per  million  British
thermal units (MMBtu). No escalation has been applied to prices and costs.



Degolyer and MacNaughton                                                      2

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



DeGolyer and MacNaughton                                                      3

CLASSIFICATION of RESERVES
- --------------------------

                    Petroleum reserves included in this report are classified 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  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.

DeGolyer and MacNaughton                                                      4

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


DeGolyer and MacNaughton                                                      5

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  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


DeGolyer and MacNaughton                                                      6

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, 2003,
gross  production  estimated  to December  31,  2004,  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
2004.

                    The  following  table  presents   estimates  of  the  proved
reserves,  as of December 31, 2004, of the  properties  appraised,  expressed in
thousands of barrels (Mbbl) or millions of cubic feet (MMcf):



                                 Oil and        Natural Gas      Total
                                Condensate       Liquids        Liquids       Gas
                                 (Mbbl)          (Mbbl)         (Mbbl)       (MMcf)
                             ----------------  --------------- ----------  ---------
                                                               
Gross Proved Reserves
   Developed Producing               102,966              270    103,236    233,923
   Developed Nonproducing             22,247              279     22,526     64,020
   Undeveloped                        57,027              166     57,193    115,319
                             ----------------  --------------- ----------  ---------

Total Gross Reserves                 182,240              715    182,955    413,262

Net Proved Reserves
   Developed Producing                39,411              139     39,550     68,568
   Developed Nonproducing             16,302              147     16,449     26,005
   Undeveloped                        45,203               85     45,289     73,911
                             ----------------  --------------- ----------  ---------

Total Net Reserves                   100,916              371    101,288    168,484


                    In  addition  to  the  natural  gas  reserves  shown  in the
foregoing  tabulation,  Denbury's  net proved  carbon  dioxide  gas  reserves in
Mississippi,  as of December 31, 2004, are estimated to be 2,128,692  MMcf. This
amount  includes  1,529,477  MMcf of  developed  reserves  and  599,215  MMcf of
undeveloped  reserves.  The carbon dioxide gas reserves have been prepared under
the same guidelines as those for oil and natural gas. No revenue  estimates have
been made for the carbon dioxide reserves.

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 United States Securities and Exchange  Commission
(SEC) and the Financial Accounting Standards Board (FASB).

DeGolyer and MacNaughton                                                      7

                    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 $43.45  per  barrel  and held
               constant  thereafter.  The weighted  average price
               over the lives of the  properties  was  $36.77 per
               barrel.

         Natural Gas Liquids Prices

               Natural gas liquids prices were  calculated  using
               the 2003  average  ratio to the NYMEX oil price of
               $43.45 per barrel. These prices were held constant
               over the  lives  of the  properties.  The  average
               price over the lives of the  properties  is $26.88
               per barrel.

         Natural Gas Prices

               Natural gas prices were  calculated for each lease
               using  differentials  furnished  by  Denbury  to a
               NYMEX price of $6.149 per MMBtu and held  constant
               thereafter.  The weighted  average  price over the
               lives of the  properties  was $6.06  per  thousand
               cubic feet.

         Operating Expenses and Capital Costs

               Current  operating  expenses  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,  2004,  of the  properties
appraised is estimated as follows:


DeGolyer and MacNaughton                                                      8



                                                            Proved
                                     ------------------------------------------------------
                                     Developed     Developed                      Total
                                     Producing    Nonproducing    Undeveloped     Proved
                                     ------------------------------------------------------
                                                                     
Future Gross Revenue, M$              1,754,596          777,921      2,209,758  4,742,275
Production and Ad Valorem Taxes, M$      77,195           35,410         86,847    199,452
Operating Expenses, M$                  588,992          150,680        570,155  1,309,827
Capital Costs, M$                         8,859           20,257        297,970    327,086
Abandonment Costs, M$                    13,474             (194)           512     13,792
Future Net Revenue, M$                1,066,076          571,768      1,254,273  2,892,118
Present Worth at 10 Percent, M$         710,278          327,744        605,266  1,643,289

<FN>
1.   Numbers in table may not add due to rounding.
2.   Future income taxes have not been taken into account in the preparation of these estimates.
</FN>


                    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.

                    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.


DeGolyer and MacNaughton                                                      9

SUMMARY and CONCLUSIONS
- -----------------------

                    Denbury  owns  working  and  royalty  interests  in  certain
properties located in Arkansas, Louisiana, Mississippi, Texas, and offshore from
Louisiana  and Texas.  The  estimated  net  proved  reserves  of the  properties
appraised,  as of December 31, 2004,  are  summarized  as follows,  expressed in
thousands of barrels (Mbbl) or millions of cubic feet (MMcf):



                                  Oil and        Natural Gas     Total
                                Condensate        Liquids       Liquids       Gas
                                  (Mbbl)           (Mbbl)        (Mbbl)      (MMcf)
                             ----------------  --------------- ----------  ---------
                                                               
Net Proved Reserves
   Developed Producing                39,411              139     39,550     68,568
   Developed Nonproducing             16,302              147     16,449     26,005
   Undeveloped                        45,203               85     45,289     73,911
                             ----------------  --------------- ----------  ---------

Total                                100,916              371    101,288    168,484


                    The  estimated  revenue  and  expenditures  attributable  to
Denbury's  interests in the proved  reserves,  as of December  31, 2004,  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, M$              1,754,596          777,921      2,209,758  4,742,275
Production and Ad Valorem Taxes, M$      77,195           35,410         86,847    199,452
Operating Expenses, M$                  588,992          150,680        570,155  1,309,827
Capital Costs, M$                         8,859           20,257        297,970    327,086
Abandonment Costs, M$                    13,474             (194)           512     13,792
Future Net Revenue, M$                1,066,076          571,768      1,254,273  2,892,118
Present Worth at 10 Percent, M$         710,278          327,744        605,266  1,643,289

<FN>
1.   Numbers in table may not add due to rounding.
2.   Future income taxes have not been taken into account in the preparation of these estimates.
</FN>



DeGolyer and MacNaughton                                                     10

                    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,



SIGNED:  March 9, 2005                        /s/ DeGolyer and MacNaughton
                                              ----------------------------
                                              DeGolyer and MacNaughton


                                              /s/ Paul J. Szatkowski, P.E.
                                              ----------------------------
                                              Paul J. Szatkowski, P.E.
                                              Senior Vice President
                                              DeGolyer and MacNaughton