EXHIBIT 23.2


                            DEGOLYER AND MACNAUGHTON
                        4925 GREENVILLE AVENUE, SUITE 400
                                ONE ENERGY SQUARE
                               DALLAS, TEXAS 75206


                                 March 20, 2003






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  and to
references  to our estimates of net proved oil and natural gas reserves or other
information  contained  in our  "Appraisal  Report as of  December  31,  2002 on
Certain  Properties  owned by Denbury  Resources Inc. SEC Case";  our "Appraisal
Report as of December 31, 2001 on Certain  Properties owned by Denbury Resources
Inc.  SEC Case";  and our  "Appraisal  Report as of December 31, 2000 on Certain
Properties  owned by Denbury  Resources  Inc.  SEC Case" (i) under the  headings
"Item 1. Business - Estimated Net  Quantities of Proved Oil and Gas Reserves and
Present  Value of  Estimated  Future  Net  Revenues,"  and "Item  15.  Exhibits,
Financial Statement Schedules and Reports on Form 8-K - (b) Reports on Form 8-K"
of Denbury  Resources  Inc.'s Form 10-K for the fiscal year ended  December  31,
2002, and (ii) in Denbury  Resources Inc.'s Annual Report to Shareholders  under
the headings "Financial  Highlights,"  "Selected Operating Data,"  "Management's
Discussion and Analysis of Financial  Condition and Results of Operations,"  and
"Notes to Consolidated Financial Statements Years Ended December 31, 2002, 2001,
and 2000" included in such Form 10-K as Exhibit 13 therein.

     We further  consent to the  incorporation  of our  "Appraisal  Report as of
December  31,  2002 on Proved  Reserves of Certain  Properties  owned by Denbury
Resources Inc. SEC Case" in such Form 10-K as Exhibit 99.2 therein.

                                                   Very truly yours,


                                                   /s/ DeGolyer and MacNaughton
                                                   DeGOLYER and MacNAUGHTON