Exhibit 23(c)


                            DeGolyer and MacNaughton
                        4925 Greenville Avenue, Suite 400
                                One Energy Square
                               Dallas, Texas 75206


                                 March 14, 2005




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,  to references
to DeGolyer and MacNaughton,  and to the inclusion of information taken from our
"Appraisal  Report  as of  December  31,  2004 on  Proved  Reserves  of  Certain
Properties owned by Denbury  Resources Inc. SEC Case,"  "Appraisal  Report as of
December  31,  2003 on Proved  Reserves of Certain  Properties  owned by Denbury
Resources  Inc.  SEC Case," and  "Appraisal  Report as of  December  31, 2002 on
Proved Reserves of Certain  Properties owned by Denbury Resources Inc. SEC Case"
(our Reports) under the sections  "Financial  Highlights,"  "Selected  Operating
Data - Oil and Gas  Reserves,"  "Operations  Section of Annual  Report - Our CO2
Assets," and "Notes to Consolidated  Financial Statements - Estimated Quantities
of Reserves  and  Standardized  Measure of Future Net Cash Flows" in the Denbury
Resources Inc. Annual Report on Form 10-K for the year ended December 31, 2004.

     We further  consent to the  incorporation  of our  "Appraisal  Report as of
December  31,  2004 on Proved  Reserves of Certain  Properties  owned by Denbury
Resources Inc. SEC Case" in such Form 10-K as Exhibit 99 therein.

                                              Very truly yours,


                                              /s/ DeGolyer and MacNaughton
                                              ----------------------------
                                              DeGolyer and MacNaughton