EXHIBIT 32

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with the  accompanying  Quarterly  Report  on Form  10-Q for the
quarter ended June 30, 2003 (the "Report") of Denbury Resources Inc. ("Denbury")
as filed with the Securities and Exchange Commission on August 12, 2003, each of
the  undersigned,  in his  capacity as an officer of Denbury,  hereby  certifies
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to his knowledge:

     1.   The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of Denbury.





Dated:  August 12, 2003                   /s/ Gareth Roberts
                                  -------------------------------------
                                              Gareth Roberts
                                  President and Chief Executive Officer



Dated:  August 12, 2003                   /s/ Phil Rykhoek
                                  -------------------------------------
                                              Phil Rykhoek
                                  Sr. Vice President and Chief Financial Officer



This certification made in accordance with Section 906 of the Sarbanes-Oxley Act
of 2002 accompanies the Quarterly Report on Form 10-Q of Denbury for the quarter
ended June 30, 2003. This certification shall not be deemed filed by Denbury for
purposes of Section 18 of the Securities and Exchange Act of 1934.