<PAGE>

                     RYDER SCOTT COMPANY PETROLEUM ENGINEERS

[GRAPHIC OMITTED]
1100 LOUISIANA
SUITE 3800
HOUSTON, TEXAS 77002-5218
TELEPHONE (713) 651-9191
FAX (713) 651-0849

DON P. ROESLE, P.E.
EXECUTIVE VICE PRESIDENT

                                                              February 27, 1998

Union Pacific Resources Group Inc.
801 Cherry Street
Ft. Worth, Texas  76101-0007

Gentlemen:

                  At your request, Ryder Scott Company Petroleum Engineers
("Ryder Scott") has reviewed estimates of proved hydrocarbon liquid and natural
gas reserves as of December 31, 1997 attributable to interests of Union Pacific
Resources Group Inc. and certain affiliated companies that are wholly owned
subsidiaries of Union Pacific Resources Corporation (collectively, "the
Company") in certain wells or locations. In our opinion, (i) the Company has an
effective system for gathering data and documenting information required to
estimate its reserves, (ii) in making its estimates, the Company used
appropriate engineering and evaluation principles and techniques that are in
accordance with practices generally accepted in the petroleum industry and (iii)
the overall proved reserves for the reviewed properties as estimated by the
Company are reasonable. The estimates of reserves reviewed by Ryder Scott were
prepared by engineers and geologists on the staff of the Company. The wells or
locations for which estimates of reserves were reviewed by Ryder Scott on a well
by well basis were selected by the Company who informed Ryder Scott that these
selected reserves were contained in approximately 7,000 wells and comprised
approximately 74 percent of the total net remaining proved reserves on a
standard cubic feet of natural gas equivalent basis attributable to the total
interests of the Company. The remainder of the proved reserves were reviewed on
a summary level basis by business unit. The summary table below presents the
estimated net remaining proved reserves attributable to the interests of the
Company as of December 31, 1997 prepared by the staff of the Company and
reviewed by Ryder Scott.

                                    SEC CASE
                     Estimated Net Remaining Proved Reserves
                        Attributable to the Interests of
                                   The Company
                             As of December 31, 1997
                     ---------------------------------------

<TABLE>

<CAPTION>
                                                                                                        Total-Standard
                                                              Natural              Crude Oil,            Cubic Feet of
                                           Natural              Gas                 Including             Natural Gas
                                             Gas              Liquids              Condensates            Equivalent
                                            (BCF)             (MMBbl)                (MMBbl)                (BCFE)
                                         -------------    -----------------     ------------------    --------------------
<S>                                      <C>              <C>                   <C>                   <C>   
Proved Developed Reserves                  2,217.0             103.3                   93.9                 3,400.2
Proved Undeveloped Reserves                  403.3              14.6                   34.9                   700.3
                                          --------           -------                 ------                --------
  Total Proved Reserves                    2,620.3             117.9                  128.8                 4,100.5
</TABLE>


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Union Pacific Resources Group Inc.
February 27, 1998
Page 2


                  Liquid volumes are expressed in standard 42 gallon barrels.
All natural gas volumes are expressed in billions of cubic feet ("Bcf") at the
official temperature and pressure bases of the areas where the natural gas
reserves are located. The liquid volumes were converted to standard cubic feet
of natural gas equivalent on the basis of 6 Mcf per barrel. Natural gas
imbalances, if any, were not taken into account in the natural gas reserve
estimates reviewed by Ryder Scott. The net reserves shown above do not take into
account changes in the Company's interests due to reversions at payout of
certain wells or locations. The Company has informed Ryder Scott that, in their
opinion, consideration of natural gas imbalances and interest reversions would
have an insignificant effect on estimated reserve quantities.

Review Procedure and Opinion

                  In our opinion, the Company's estimates of future reserves for
the properties reviewed by Ryder Scott were prepared using appropriate
engineering and evaluation principles and techniques in accordance with
generally accepted procedures for the estimation of future reserves, and we
found no bias in the utilization and analysis of data. On a total Company basis,
we were in agreement with the Company's estimates of net remaining proved
reserves for the properties which we reviewed; however, with respect to
individual properties, Ryder Scott's estimates were higher in some cases and
lower in some cases. In those cases where the variance in Ryder Scott's
estimates and the Company's estimates were greater than acceptable in our
opinion, we used Ryder Scott's estimates. When these adjustments in the
Company's estimates were made, the overall variation between Ryder Scott's
estimates and the Company's estimates of net remaining proved reserves was
insignificant and well within the range of reasonable differences between
reserve estimators who have prepared their estimates without bias.

                  Certain technical personnel of the Company are responsible for
the preparation of the Company's reserve estimates on new properties and for the

preparation of revised estimates, when necessary, on old properties. These
personnel assembled the necessary data and maintained the data and work papers
in an orderly manner. Ryder Scott consulted with these technical personnel and
had access to their work papers and supporting data in the course of our review.

                  In performing our review, we relied upon data furnished by the
Company with respect to property interests owned, plant interests, total plant
throughput and residue gas, processing contract terms, production and well tests
from examined wells, current costs for operations and future development,
current prices for the products, geological maps, well logs, core analyses, and
pressure measurements. These data were accepted as authentic and sufficient for
determining the reserves unless, during the course of our examination, a matter
of question came to our attention in which case the data were not accepted until
all questions were satisfactorily resolved. In addition to our examination of
the Company's reserve estimates, data sufficiency, procedures and assumptions,
our review included such tests and procedures as we considered necessary under
the circumstances to render the conclusions set forth herein.

Reserve Estimates

                  In general, the reserves for the wells and locations reviewed
by Ryder Scott were estimated by performance methods or the volumetric method;
however, other methods were used in certain cases where characteristics of the
data indicated such methods were more appropriate.

                  The estimates of reserves by the performance method utilized
extrapolations of various historical data in those cases where such data were
definitive. Reserves were estimated by the volumetric method in those cases
where there was inadequate historical data to establish a definitive 



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Union Pacific Resources Group Inc.
February 27, 1998
Page 3


trend or where the use of production performance data as a basis for the reserve
estimates was considered to be inappropriate and the volumetric data were
adequate for a reasonable estimate.

                  The reserves presented herein, as estimated by the Company and
reviewed by Ryder Scott, are estimates only and should not be construed as being
exact quantities. Moreover, estimates of reserves may increase or decrease as a
result of future operations.

                  The proved reserves, which are attributable to the wells and
locations reviewed by Ryder Scott, conform to the definition as set forth in the
Securities and Exchange Commission's Regulation S-X Part 210.4-10(a) as
clarified by subsequent Commission Staff Accounting Bulletins and are based on
the following definition and criteria:


     Proved reserves of crude oil, condensate, natural gas, and natural gas
     liquids are estimated quantities that geological and engineering data
     demonstrate with reasonable certainty to be recoverable in the future from
     known reservoirs under existing operating conditions, i.e., prices and
     costs as of the date the estimate is made. Prices include consideration of
     changes in existing prices provided only by contractual arrangements, but
     not on escalation based on future conditions. Reservoirs are considered
     proved if economic producibility is supported by either actual production
     or conclusive formation test. In certain instances, proved reserves are
     assigned on the basis of a combination of core analysis and electrical and
     other type logs which indicate the reservoirs are analogous to reservoirs
     in the same field which are producing or have demonstrated the ability to
     produce on a formation test. The area of a reservoir considered proved
     includes (1) that portion delineated by drilling and defined by fluid
     contacts, if any, and (2) the adjoining portions not yet drilled that can
     be reasonably judged as economically productive on the basis of available
     geological and engineering data. In the absence of data on fluid contacts,
     the lowest known structural occurrence of hydrocarbons controls the lower
     proved limit of the reservoir. Reserves that can be produced economically
     through the application of improved recovery techniques are included in the
     proved classification when these qualifications are met: (1) successful
     testing by a pilot project or the operation of an installed program in the
     reservoir provides support for the engineering analysis on which the
     project or program was based, and (2) it is reasonably certain the project
     will proceed. Improved recovery includes all methods for supplementing
     natural reservoir forces and energy, or otherwise increasing ultimate
     recovery from a reservoir, including (1) pressure maintenance, (2) cycling,
     and (3) secondary recovery in its original sense. Improved recovery also
     includes the enhanced recovery methods of thermal, chemical flooding, and
     the use of miscible and immiscible displacement fluids. Proved natural gas
     reserves are comprised of non-associated, associated and dissolved gas. An
     appropriate reduction in gas reserves has been made for the expected
     removal of natural gas liquids, for lease and plant fuel, and for the
     exclusion of non-hydrocarbon gases if they occur in significant quantities
     and are removed prior to sale. Estimates of proved reserves do not include
     crude oil, natural gas, or natural gas liquids being held in underground or
     surface storage. Proved reserves are estimates of hydrocarbons to be
     recovered from a given date forward. They may be revised as hydrocarbons
     are produced and additional data become available.


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Union Pacific Resources Group Inc.
February 27, 1998
Page 4


General

                  Our opinion on estimated reserves reviewed is based on a
detailed review of data in the Company's and Ryder Scott's files; however, we
have not made any field examination of the properties. In general, the reserve
estimates for the properties reviewed by Ryder Scott are based on data available

through late 1997.

                  At the Company's request, Ryder Scott's review was limited to
an examination of reserve quantities. We accepted, without independent
verification, the Company's representation that they had applied economic
parameters consistent with the guidelines of the Securities and Exchange
Commission in their estimates of future income from the reserves presented in
this report. The estimated quantities of reserves in this report are related to
hydrocarbon prices; therefore, quantities of reserves actually recovered may
differ significantly from the estimated quantities presented in this report.
Ryder Scott has applied constant price and cost parameters in our evaluation of
these reserves.

                  Neither we nor any of our employees have any interest in the
subject properties and neither the employment to do this work nor the
compensation is contingent on our estimates of reserves for the properties which
were reviewed.

                  This report was prepared for the exclusive use and sole 
benefit of the Company. The data and work papers used in the preparation of this
report are available for examination by authorized parties in our offices.
Please contact us if we can be of further service.

                                                    Very truly yours,

                                                    RYDER SCOTT COMPANY
                                                    PETROLEUM ENGINEERS

                                                    /s/ Don P. Roesle, P.E.
                                                    Executive Vice President

DPR/sw