EXHIBIT 23.3




                        [RYDER SCOTT COMPANY LETTERHEAD]

                      CONSENT OF RYDER SCOTT COMPANY, L.P.

As independent oil and gas consultants, Ryder Scott Company, L.P., hereby
consents to the incorporation by reference in this Registration Statement on
Form S-4, to be filed with the Securities and Exchange Commission on or about
January 9, 2003, of information from our reserve report dated February 21,
2002, entitled "Estimated Future Reserves and Income Attributable to Certain
Leasehold Interests as of December 31, 2001." We also consent to the reference
to us under the heading "Experts" in such Registration Statement.

/s/ RYDER SCOTT COMPANY, L.P.

Ryder Scott Company, L.P.

Houston, Texas
January 8, 2003