EXHIBIT 99(e)

              INSTRUCTIONS TO REGISTERED HOLDER AND/OR BOOK-ENTRY
                   TRANSFER PARTICIPANT FROM BENEFICIAL OWNER
                                       OF
                             DENBURY RESOURCES INC.

                   7 1/2% SENIOR SUBORDINATED NOTES DUE 2013

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

     The undersigned hereby acknowledges receipt of the Prospectus dated
  , 2003 (the "Prospectus") of Denbury Resources Inc. (the "Company") and the
accompanying Letter of Transmittal (the "Letter of Transmittal") that together
constitute the Company's offer to exchange (the "Exchange Offer") an aggregate
principal amount of up to $225,000,000 of the Company's 7 1/2% Senior
Subordinated Notes due 2013 (the "Old Notes") for the same aggregate principal
amount of the Company's issued and outstanding 7 1/2% Senior Subordinated Notes
due 2013 (the "New Notes") that have been registered under the Securities Act of
1933 (the "Securities Act").

     This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Old Notes held by you for the account of the
undersigned.

     The aggregate face amount of the Old Notes held by you for the account of
the undersigned is (fill in amount):

     $          of the 7 1/2% Senior Subordinated Notes Due 2013.

     With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):

     [ ] To TENDER the following Old Notes held by you for the account of the
         undersigned (insert principal amount of Old Notes to be tendered, (if
         any):

         $          of the 7 1/2% Senior Subordinated Notes Due 2013.

     [ ] NOT to TENDER any Old Notes held by you for the account of the
         undersigned.

     If the undersigned instructs you to tender the Old Notes held by you for
the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (1) the
undersigned is not an affiliate (within the meaning of Rule 405 under the
Securities Act) of the Company, or if such person is an affiliate of the
Company, such person will comply with the registration and prospectus delivery
requirements of the securities act to the extent applicable, or with an
exemption therefrom, (2) the undersigned is not engaged in, and does not intend
to engage in, and has no arrangement or understanding with any person to
participate in, a distribution of the New Notes and (3) the undersigned is
acquiring the New Notes in the ordinary course of its business.

     By tendering Old Notes and executing this Letter of Transmittal, the
undersigned will also be deemed to represent and agree that if it is a
broker-dealer or if it is using the Exchange Offer to participate in a
distribution of the New Notes, it (1) could not under SEC policy as in effect on
the date hereof rely on the position of the SEC enunciated in Morgan Stanley &
Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the SEC's letter to Shearman &
Sterling (available July 2, 1993), and similar no-action letters and (2) must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a resale transaction and that such a resale
transaction must be covered by an effective registration statement


containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K if the resales are of New Notes obtained by the
undersigned in exchange for Old Notes acquired by it directly from the Company.

                                   SIGN HERE

Name of beneficial owner(s): __________________________________________________

Signature(s): _________________________________________________________________

Name(s) (please print): _______________________________________________________

Address: ______________________________________________________________________

Telephone Number: _____________________________________________________________

Taxpayer identification or Social Security Number: ____________________________

Date: _________________________________________________________________________

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