Exhibit 23(d)

                                February 26, 1999


Mr. William E. Gross
Denbury Management, Inc.
17304 Preston Road, Suite 200
Dallas, Texas  75252

Dear Mr. Gross:

          In  accordance  with your  request,  we have  estimated the proved and
probable  reserves and future  revenue,  as of December 31, 1998, to the Denbury
Management,  Inc. (DMI)  interest in certain oil and gas  properties  located in
Louisiana,   Mississippi,   Ohio,  and  Texas  as  listed  in  the  accompanying
tabulations.  This report has been prepared using  constant  prices and costs as
set forth in this letter.  For the proved reserves,  this report conforms to the
guidelines of the Securities and Exchange Commission (SEC). However, inasmuch as
the SEC does not  recognize  probable  reserves,  the  sections  of this  report
dealing with such reserves should not be used in filings with the SEC.

         As presented in the accompanying summary projections,  Tables I through
V, we estimate the net reserves and future net revenue to the DMI  interest,  as
of December 31, 1998, to be:




                                         Net Reserves                            Future Net Revenue
                              ----------------------------------      -----------------------------------------
                                    Oil                Gas                                      Present Worth
        Category                 (Barrels)            (MCF)                 Total                  at 10%
- -------------------------     ---------------    ---------------      ------------------      -----------------
                                                                                                
Proved Developed
   Producing                       10,961,908         19,505,074        $     78,347,000        $    64,250,600
   Non-Producing                    9,395,088         25,489,761              75,771,900             42,660,300
Proved Undeveloped                  7,892,514          3,807,871              26,621,000              8,108,400
                              ---------------    ---------------      ------------------      -----------------

     Total Proved                  28,249,510         48,802,706        $    180,739,900        $   115,019,300
                              ===============    ===============      ==================      =================
     Probable (1)                  23,095,457         62,244,431             177,599,500             82,690,500
                              ===============    ===============      ==================      =================
<FN>
(1)  These reserves are not risk weighted.
</FN>




         The oil reserves  shown  include crude oil,  condensate,  and gas plant
liquids.  Oil volumes are expressed in barrels which are equivalent to 42 United
States  gallons.  Gas volumes are 


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expressed in thousands of standard cubic feet (MCF) at the contract  temperature
and pressure bases.

         As shown  in the  Table  of  Contents,  this  report  includes  summary
projections  of reserves  and revenue for each state by reserve  category  along
with  one-line  summaries  of  reserves,  economics,  and  basic  data by lease.
Supplemental  data  summaries  are also  included by reserve  category  for each
state.  For the  purposes of this report,  the term  "lease"  refers to a single
economic projection.

         The estimated  reserves and future revenue shown in this report are for
proved developed producing, proved developed non-producing,  proved undeveloped,
and probable reserves.  No study was made to determine whether possible reserves
might be  established  for these  properties.  This  report does not include any
value which could be attributed to interests in undeveloped acreage beyond those
tracts for which undeveloped reserves have been estimated.

         Future gross  revenue to the DMI  interest is prior to deducting  state
production  taxes and ad valorem  taxes.  Future net revenue is after  deducting
these  taxes,  future  capital  costs,  and  operating   expenses,   but  before
consideration  of federal income taxes. In accordance  with SEC guidelines,  the
future  net  revenue  has been  discounted  at an annual  rate of 10  percent to
determine its "present worth." The present worth is shown to indicate the effect
of time on the  value of money and  should  not be  construed  as being the fair
market value of the properties.

         For the purposes of this report,  a field  inspection of the properties
has not been  performed  nor has the  mechanical  operation  or condition of the
wells and their  related  facilities  been  examined.  We have not  investigated
possible  environmental  liability  related to the  properties;  therefore,  our
estimates  do not include any costs which may be incurred  due to such  possible
liability.  Also,  our  estimates do not include any salvage value for the lease
and well equipment nor the cost of abandoning the properties.

         Oil prices used in this report are based on either a December  31, 1998
NYMEX West Texas Intermediate spot price of $12.05 per barrel, adjusted by lease
for gravity,  transportation  fees,  and regional  price  differentials,  or the
contract price.  For the Apollo,  Heidelberg,  Sandersville,  and South Thompson
Creek  Fields,  oil prices are held  constant at current  contract  floor prices
until  contract  expiration.  These  prices are then reduced to the December 31,
1998 NYMEX West Texas Intermediate spot price of $12.05 per barrel,  adjusted by
lease for gravity,  transportation fees, and regional price  differentials,  and
held constant  thereafter.  All other oil prices are held constant in accordance
with SEC  guidelines.  The  natural gas  liquids  price used for Eucutta  Field,
Mississippi,  is $6.50 per barrel and is held  constant in  accordance  with SEC
guidelines.

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         Gas prices used in this report are based on a December 1998 NYMEX Henry
Hub  natural  gas  settlement  price of $2.15 per MMBTU,  adjusted  by lease for
transportation fees, BTU content, and regional price differentials. These prices
are held constant in accordance with SEC guidelines.

         Lease and well operating  costs are based on operating  expense records
of DMI. For non-operated  properties,  these costs include the per-well overhead
expenses allowed under joint operating  agreements along with costs estimated to
be incurred at and below the district and field levels. As requested,  lease and
well operating costs for the operated  properties  include only direct lease and
field level costs.  Headquarters general and administrative overhead expenses of
DMI are not  included.  Lease  and well  operating  costs are held  constant  in
accordance  with SEC  guidelines.  Capital  costs are  included as required  for
workovers, new development wells, and production equipment.

         We have  made no  investigation  of  potential  gas  volume  and  value
imbalances which may have resulted from overdelivery or underdelivery to the DMI
interest. Therefore, our estimates of reserves and future revenue do not include
adjustments for the settlement of any such imbalances; our projections are based
on DMI receiving its net revenue  interest  share of estimated  future gross gas
production.

         The reserves  included in this report are estimates only and should not
be  construed  as  exact  quantities.  They  may or may  not  be  recovered;  if
recovered, the revenues therefrom and the costs related thereto could be more or
less than the estimated amounts. A substantial portion of these reserves are for
behind  pipe  zones,  undeveloped  locations,  and  producing  wells  that  lack
sufficient  production  history  upon  which  performance-related  estimates  of
reserves  can be based.  Therefore,  these  reserves  are based on  estimates of
reservoir  volumes and  recovery  efficiencies  along with  analogies to similar
production.  As such reserve  estimates are usually subject to greater  revision
than  those  based  on  substantial  production  and  pressure  data,  it may be
necessary  to revise  these  estimates  up or down in the  future as  additional
performance  data become  available.  The sales rates,  prices  received for the
reserves,  and  costs  incurred  in  recovering  such  reserves  may  vary  from
assumptions   included  in  this  report  due  to   governmental   policies  and
uncertainties of supply and demand.  Also, estimates of reserves may increase or
decrease as a result of future operations.

         In evaluating the  information at our disposal  concerning this report,
we have  excluded  from our  consideration  all  matters  as to  which  legal or
accounting,  rather  than  engineering  and  geological,  interpretation  may be
controlling.   As  in  all  aspects  of  oil  and  gas  evaluation,   there  are
uncertainties inherent in the interpretation of engineering and geological data;
therefore,  our  conclusions  necessarily  represent only informed  professional
judgments.

         The titles to the  properties  have not been  examined  by  Netherland,
Sewell & Associates,  Inc.,  nor has the actual degree or type of interest owned
been independently  confirmed. The

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data used in our estimates were obtained from Denbury  Management,  Inc.;  other
interest owners;  various operators of the properties;  and the  nonconfidential
files of Netherland, Sewell & Associates, Inc. and were accepted as accurate. We
are independent petroleum engineers,  geologists,  and geophysicists;  we do not
own an interest in these properties and are not employed on a contingent  basis.
Basic geologic and field  performance  data together with our  engineering  work
sheets are maintained on file in our office.



                                                  Very truly yours,





DMA:EIB




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