8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2005

DENBURY RESOURCES INC.

(Exact name of Registrant as specified in its charter)

		Delaware
		(State or other jurisdiction of incorporation or organization)
	1-12935		20-0467835
	(Commission File Number)		(I.R.S. Employer Identification No.)
	5100 Tennyson Parkway Suite 3000 Plano, Texas		75024
	(Address of principal executive offices)		(Zip code)
Registrant’s telephone number, including area code:			(972) 673-2000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On August 25, 2005, Denbury Resources Inc. issued a press release announcing that its board of directors had declared a two-for-one stock split of its common stock. The stock split is subject to stockholder approval of an amendment to the Company’s restated certificate of incorporation to split the stock and increase the number of authorized shares of common stock from 100 million to 250 million shares. The special stockholders’ meeting is tentatively scheduled for October 19, 2005, with a record date of September 6, 2005. A copy of the press release issued by Denbury is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press release, dated August 25, 2005, of Denbury Resources Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DENBURY RESOURCES INC.

Date: August 25, 2005	By:	/s/ Phil Rykhoek
	Name:	Phil Rykhoek
	Title:	Sr. Vice President and Chief Financial

Officer

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EX-99

Exhibit 99.1

DENBURY RESOURCES INC.

P R E S S   R E L E A S E

Denbury Announces Two-For-One Stock Split

News Release

Released at 7:30 a.m. CDT

DALLAS – August 25, 2005 – Denbury Resources Inc. (NYSE: DNR) (“Denbury” or the “Company”) today announced that its Board of Directors has approved a two-for-one stock split of its common stock. The stock split is subject to stockholder approval of an amendment to the Company’s certificate of incorporation to split the stock and increase the number of authorized shares of common stock from 100 million shares to 250 million shares, to be voted upon at a special stockholders’ meeting tentatively scheduled for October 19, 2005 for stockholders of record as of September 6, 2005. The record date and stockholder meeting date are tentative until the Company’s definitive proxy statement is finalized and mailed to stockholders, which is expected to take place in early September. The Company will have approximately 115 million shares outstanding after the stock split.

Denbury Resources Inc. (www.denbury.com) is a growing independent oil and gas company.  The Company is the largest oil and natural gas operator in Mississippi, owns the largest reserves of carbon dioxide used for tertiary oil recovery east of the Mississippi River, and holds significant operating acreage in onshore Louisiana.  The Company increases the value of acquired properties in its core areas through a combination of exploitation drilling and proven engineering extraction practices, including secondary and tertiary recovery operations. 

This press release contains forward looking statements relating to the Company’s anticipated split of its common stock that is subject to uncertainties of external economic factors or changes in the public markets for oil and gas companies that could affect the timing and exact nature of the proposed stock split.

For further information contact: 

DENBURY RESOURCES INC.

Gareth Roberts, President and CEO, 972-673-2000

Phil Rykhoek, Sr. VP and Chief Financial Officer, 972-673-2000

www.denbury.com