CONFIRMING STATEMENT


This Statement confirms that the undersigned, Phil Rykhoek, 5100
Tennyson Parkway, Suite 3000, Plano, Texas 75024, does hereby
authorize and designate either Mark C. Allen of 5100 Tennyson
Parkway, Suite 3000, Plano, Texas 75024 or Donald W. Brodsky of
5 Houston Center, 1401 McKinney, Suite 2700, Houston, Texas 77010,
to execute and file on the undersigned's behalf any Forms 3, 4 and
5(including any amendments thereto), that the undersigned may be
required to file with the U.S. Securities and Exchange Commission
as a result of the undersigned's ownership of or transactions in
securities of Denbury Resources Inc. The authority of Mark C. Allen
or Donald W. Brodsky under this Statement shall continue until
September 16, 2004 unless earlier revoked in writing. The under-
signed acknowledges that Donald W. Brodsky is not assuming any
of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.


/s/ Phil Rykhoek
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Phil Rykhoek

Date:  September 16, 2003