UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 5, 2010

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 1200
Plano, Texas	75024
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (972) 673-2000

N/A(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:

þ 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.

     As required by Section 6.11(d) of the Agreement and Plan of Merger dated October 31, 2009 by and between Encore Acquisition Company (“Encore”) and Denbury Resources Inc. (”Denbury”), Denbury hereby reports that it expects to enter into a definitive financing agreement in order to fund a portion of the consideration for the merger of Encore into Denbury, contemporaneously with the funding of the merger. Denbury expects to satisfy all conditions to funding under the credit agreement at that time.

     Subject to satisfaction of remaining customary closing conditions, the merger is expected to be consummated on or about March 9, 2010.

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 thereunto duly authorized.

	Denbury Resources Inc. (Registrant)
Date: March 5, 2010	By:	/s/ Alan Rhoades
		Alan Rhoades
		Vice President - Accounting