SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PRICE WILLIAM III (Last) (First) (Middle) C/O TEXAS PACIFIC GROUP 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DENBURY RESOURCES INC [ DNR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/22/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	03/22/2004		S		2,965,623	D	$15.02	0	I	Owned by TPG Funds(1)(2)
Common Stock, par value $0.001 per share	03/22/2004		S		6,308,691	D	$15.02	0	I	Owned by TPG Funds(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. William S. Price III ("Price") is a director, officer and shareholder of TPG Advisors, Inc. ("Advisors"), which is the general partner of TPG GenPar, L.P. ("GenPar"), which in turn is the sole general partner of each of TPG Partners, L.P ("Partners") and TPG Parallel I, L.P. ("Parallel"), which are the direct beneficial owners of certain of the securities reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended (the "Act"), each of Price, Advisors a nd GenPar is deemed to be the beneficial owner of the shares of the Issuer beneficially owned by Partners and Parallel only to the extent of the greater of their respective direct or indirect interest in the profits or capital account of Partners and Parallel.

2. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Price, Advisors or GenPar is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Partners or Parallel in excess of such amount.

3. Price is also a director, officer and shareholder of TPG Advisors II, Inc. ("Advisors II"), which is the general partner of each of TPG 1999 Equity Partners II, L.P. ("Equity Partners") and TPG GenPar II, L.P. ("GenPar II"), which in turn is the sole general partner of each of TPG Partners II, L.P. ("Partners II"), TPG Parallel II, L.P. ("Parallel II") and TPG Investors II, L.P. ("Investors II", together with Equity Partners, Partners II and Parallel II, "TPG II Funds"), which are the direct ben eficial owners of certain of the securities reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Act, each of Price, Advisors II and GenPar II is deemed to be the beneficial owner of the shares of the Issuer beneficially owned by TPG II Funds only to the extent of the greater of their direct or indirect interest in the profits or capital account of TPG II Funds.

4. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Price, Advisors II or GenPar II is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by such funds in excess of such amount.

Remarks:

(5) Richard A. Ekleberry signing on behalf of the Reporting Person pursuant to an authorization and designation letter dated July 14, 2003, which was filed previously with the Securities and Exchange Commission.

	Richard Ekleberry on behalf of William S. Price III (5)	03/24/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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