June 16, 2010

Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 7010
100 F Street, N.E.
Washington, D.C. 20549

Attention: H. Roger Schwall, Assistant Director

Re: Denbury Resources Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 1, 2010
Response Letter Dated April 16, 2010
File No. 001-12935

Dear Mr. Schwall:

     The purpose of this letter is to confirm our understanding, based on a phone message received with John Cannarella, the SEC has granted us an extension of an additional four business days to respond to the questions listed in the SEC’s letter dated June 2, 2010. The primary reason for our request for additional time is the availability of key individuals who will be reviewing our responses.

Sincerely,

/s/ Mark C. Allen

Mark C. Allen
Sr. Vice President and Chief Financial Officer