EXHIBIT 15


Denbury Resources Inc.:

We have made a review,  in  accordance  with  standards  of the  Public  Company
Accounting  Oversight Board (United States),  of the unaudited interim financial
information  of Denbury  Resources  Inc.  (the  "Company")  for the  three-month
periods  ended  March 31,  2004 and 2003,  and have  issued our report  thereon;
because  we  did  not  perform  an  audit,  we  expressed  no  opinion  on  that
information.

We are aware  that our  report  referred  to above,  which was  included  in the
Company's  Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 is
incorporated by reference in this Registration Statement.

We also are aware that the aforementioned report,  pursuant to Rule 436(c) under
the  Securities  Act of  1933,  is not  considered  a part  of the  Registration
Statement prepared or certified by an accountant or report prepared or certified
by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

Dallas, Texas
June 7, 2004