EXHIBIT 99.2


                               February 5, 1997





Patina Oil & Gas Corporation
Suite 2000
1625 Broadway
Denver, Colorado  80202

Gentlemen:

         In accordance with your request,  we have estimated the proved reserves
and future revenue, as of December 31, 1996, to the Patina Oil & Gas Corporation
(Patina)  interest in certain oil and gas  properties  located in  Colorado.  As
requested,  lease and well operating costs do not include the per-well  overhead
expenses allowed under joint operating  agreements for those properties operated
by Patina.  This report has been prepared  using  constant  prices and costs and
conforms to the guidelines of the Securities and Exchange Commission (SEC).

         As presented in the accompanying summary projections,  Tables I through
IV, we estimate the net reserves and future net revenue to the Patina  interest,
as of December 31, 1996, to be:
<TABLE>
<CAPTION>
                                          Net Reserves                             Future Net Revenue
                              ------------------------------------     ----------------------------------------
                                   Oil                  Gas                                     Present Worth
      Category                 (Barrels)               (MCF)                  Total                at 10%
---------------------------   ---------------     ----------------     -----------------     ------------------
<S>                               <C>                 <C>                 <C>                    <C>  
Proved Developed
    Producing                     12,971,418          206,872,544         $  824,044,600         $ 500,440,700
    Non-Producing                  2,827,690           35,904,440            156,219,400            81,966,600
Proved Undeveloped                 6,676,152           53,882,147            188,602,900            66,389,200
                              ---------------     ----------------     -----------------     ------------------

       Total Proved               22,475,260          296,659,131         $1,168,866,900         $ 648,796,500
</TABLE>

         The oil reserves  shown include crude oil and  condensate.  Oil volumes
are expressed in barrels which are equivalent to 42 United States  gallons.  Gas
volumes are expressed in thousands of standard  cubic feet (MCF) at the contract
temperature and pressure bases.

         As shown  in the  Table  of  Contents,  this  report  includes  summary
projections  of  reserves  and  revenue  for each  reserve  category  along with
one-line  summaries of  reserves,  economics,  and basic data by lease.  For the
purposes  of  this  report,  the  term  "lease"  refers  to  a  single  economic
projection.

         The estimated  reserves and future revenue shown in this report are for
proved  developed  producing,   proved  developed   non-producing,   and  proved
undeveloped  reserves.  In  accordance  with  SEC  guidelines,  our estimates do
not  include  any  value  for  probable or possible reserves which may exist for


<PAGE>



these  properties.  This  report  does not  include  any  value  which  could be
attributed  to interests in  undeveloped  acreage  beyond those tracts for which
undeveloped reserves have been estimated.

         Future gross revenue to the Patina interest is prior to deducting state
production  taxes and ad valorem  taxes.  Future net revenue is after  deducting
these  taxes,  future  capital  costs,  and  operating   expenses,   but  before
consideration  of federal income taxes. In accordance  with SEC guidelines,  the
future  net  revenue  has been  discounted  at an annual  rate of 10  percent to
determine its "present worth." The present worth is shown to indicate the effect
of time on the  value of money and  should  not be  construed  as being the fair
market value of the properties.

         For the purposes of this report,  a field  inspection of the properties
has not been  performed  nor has the  mechanical  operation  or condition of the
wells and their  related  facilities  been  examined.  We have not  investigated
possible  environmental  liability  related to the  properties;  therefore,  our
estimates  do not include any costs which may be incurred  due to such  possible
liability.  Also,  our  estimates do not include any salvage value for the lease
and well equipment nor the cost of abandoning the properties.

         Oil prices  used in this  report are based on a December  31, 1996 West
Texas  Intermediate  posted  price of $24.25 per  barrel,  adjusted by lease for
gravity,  transportation  fees,  and regional  posted price  differentials.  Gas
prices  used in this  report  are the  average  December  1996  prices  for each
pipeline.  Oil  and  gas  prices  are  held  constant  in  accordance  with  SEC
guidelines.

         Lease and well operating  costs are based on operating  expense records
of Patina.  For  non-operated  properties,  these  costs  include  the  per-well
overhead  expenses  allowed under joint  operating  agreements  along with costs
estimated  to be  incurred  at and  below the  district  and  field  levels.  As
requested,  lease and well operating costs for the operated  properties  include
only direct lease and field level costs. Headquarters general and administrative
overhead expenses of Patina are not included. Lease and well operating costs are
held constant in accordance with SEC  guidelines.  Capital costs are included as
required for workovers, new development wells, and production equipment.

         We have  made no  investigation  of  potential  gas  volume  and  value
imbalances  which may have resulted from  overdelivery or  underdelivery  to the
Patina interest.  Therefore, our estimates of reserves and future revenue do not
include  adjustments for the settlement of any such imbalances;  our projections
are based on Patina receiving its net revenue interest share of estimated future
gross gas production.

         The reserves  included in this report are estimates only and should not
be  construed  as  exact  quantities.  They  may or may  not  be  recovered;  if
recovered, the revenues therefrom and the costs related thereto could be more or
less than the  estimated  amounts.  The sales  rates,  prices  received  for the
reserves,  and  costs  incurred  in  recovering  such  reserves  may  vary  from
assumptions   included  in  this  report  due  to   governmental   policies  and
uncertainties of supply and demand.  Also, estimates of reserves may increase or
decrease as a result of future operations.

         In evaluating the  information at our disposal  concerning this report,
we have  excluded  from our  consideration  all  matters  as to  which  legal or
accounting,  rather  than  engineering  and  geological,  interpretation  may be
controlling.   As  in  all  aspects  of  oil  and  gas  evaluation,   there  are
uncertainties inherent in the interpretation of engineering and geological data;
therefore,  our  conclusions  necessarily  represent only informed  professional
judgments.



<PAGE>


         The titles to the  properties  have not been  examined  by  Netherland,
Sewell & Associates,  Inc.,  nor has the actual degree or type of interest owned
been independently  confirmed. The data used in our estimates were obtained from
Patina Oil & Gas Corporation and the nonconfidential files of Netherland, Sewell
& Associates,  Inc. and were accepted as accurate.  We are independent petroleum
engineers,  geologists,  and  geophysicists;  we do not own an interest in these
properties and are not employed on a contingent basis.  Basic geologic and field
performance  data together with our  engineering  work sheets are  maintained on
file in our office.

                                            Very truly yours,


                                            /S/ CLARENCE NETHERLAND
                                           -------------------------------
                                           Netherland Sewell & Associates, Inc.




RKG:HAY