EXHIBIT 99(c)

               LETTER TO REGISTERED HOLDERS AND DTC PARTICIPANTS

                               OFFER TO EXCHANGE
                 9% SERIES B SENIOR SUBORDINATED NOTES DUE 2008
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                          FOR ANY AND ALL OUTSTANDING
                 9% SERIES B SENIOR SUBORDINATED NOTES DUE 2008
                                       OF

                             DENBURY RESOURCES INC.

To Registered Holders and Depository
   Trust Company Participants:

     We are enclosing herewith the material listed below relating to the offer
by Denbury Resources Inc. (the "Company") to exchange its 9% Series B Senior
Subordinated Notes due 2008 (the "New Notes") that have been registered under
the Securities Act of 1933 (the "Securities Act") for the same principal amount
of its issued and outstanding 9% Series B Senior Subordinated Notes due 2008
(the "Old Notes") upon the terms and subject to the conditions set forth in the
Company's Prospectus, dated          , and the related Letter of Transmittal
(which together constitute the "Exchange Offer").

     Enclosed herewith are copies of the following documents:

          1. Prospectus dated           ;

          2. Letter of Transmittal (together with accompanying Substitute Form
     W-9 Guidelines);

          3. Notice of Guaranteed Delivery;

          4. Letter, to accompany the instruction form referred to in item 5
     below, which may be sent to your clients for whose account you hold Old
     Notes in your name or in the name of your nominee; and

          5. Instruction to Registered Holder and/or Book-Entry Transfer
     Participant from Beneficial Owner (which may be sent from your clients to
     you with such clients' instructions with regard to the Exchange Offer).

     We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire at 5:00 p.m., New York City time, on           ,           ,
unless extended.

     The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.

     Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (1) neither the person who signs the Letter of
Transmittal nor any beneficial owner of Old Notes participating in the Exchange
Offer is an affiliate (within the meaning of Rule 405 under the Securities Act)
of the Company, (2) neither the person who signs the Letter of Transmittal nor
any beneficial owner of Old Notes participating in the Exchange Offer is engaged
in, nor intends to engage in, and has no arrangement or understanding with any
person to participate in, a distribution of the New Notes and (3) the person who
signs the Letter of Transmittal and each beneficial owner of Old Notes
participating in the Exchange Offer is acquiring the New Notes in the ordinary
course of their respective businesses.

     By tendering Old Notes and executing the Letter of Transmittal, each holder
of Old Notes will also represent and agree that if it or a beneficial owner of
Old Notes is a broker-dealer or if it or a beneficial owner of Old Notes is
using the Exchange Offer to participate in a distribution of the New Notes, such
persons (1) could not under SEC policy as in effect on the date hereof rely on
the position of the SEC


enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and
Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in
the SEC's letter to Shearman & Sterling (available July 2, 1993), and similar
no-action letters and (2) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a resale
transaction and that such a resale transaction must be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K if the resales are
of New Notes obtained by the holder of Old Notes in exchange for Old Notes
acquired by the person executing the Letter of Transmittal or a beneficial owner
of Old Notes directly from the Company.

     The enclosed Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Owner contains an authorization by the beneficial owners of the
Old Notes for you to make certain representations.

     The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company
will pay or cause to be paid any transfer taxes payable on the transfer of Old
Notes to it, except as otherwise provided in Instruction 12 of the enclosed
Letter of Transmittal.

     Additional copies of the enclosed material may be obtained from the
Exchange Agent, The Chase Manhattan Bank, at the address set forth in the Letter
of Transmittal and the Prospectus.

                                          Very truly yours,

                                          DENBURY RESOURCES INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF DENBURY RESOURCES INC. OR THE CHASE MANHATTAN BANK OR AUTHORIZE YOU TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.

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