S-3MEF

As filed with the Securities and Exchange Commission on March 29, 2007

Registration Statement No. 333-       

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Delaware	DENBURY RESOURCES INC.	20-0467835
Delaware	DENBURY ONSHORE, LLC	20-0467798
Delaware	DENBURY GATHERING & MARKETING, INC.	75-3056150
Delaware	DENBURY OPERATING COMPANY	20-0467368
Louisiana	DENBURY MARINE, L.L.C.	72-1311038
Mississippi	TUSCALOOSA ROYALTY FUND LLC	73-1668201
(State of incorporation)	(Exact name of Registrant)	(I.R.S. Employer Identification No.)

1311

(Primary Standard Industrial

Classification Code Number)

Phil Rykhoek, Senior Vice President and Chief Financial Officer

Denbury Resources Inc.

5100 Tennyson Pkwy., Ste. 1200

Plano, Texas 75024

(972) 673-2000

(Name, address and telephone number of Registrant’s executive offices and agent for service)

Copies to:

Donald W. Brodsky	Gary L. Sellers
Baker & Hostetler LLP	Simpson Thacher & Bartlett LLP
1000 Louisiana Street	425 Lexington Avenue
Suite 2000	New York, NY 10017
Houston, Texas 77002	(212) 455-2695
(713) 646-1335

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering.  þ  333-141637

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

CALCULATION OF REGISTRATION FEE

Title of Each Class of	Proposed Maximum	Amount of
Securities to be Registered	Offering Price	Registration Fee
Senior Subordinated Notes due 2015	$25,000,000(1)	$767.50
Subsidiary Guarantees	(2)	(2)

(1)

The registrant previously registered an aggregate principal amount of $125 million of Senior Subordinated Notes due 2015 on the Registration Statement on Form S-3 (Registration No. 333-141637). In accordance with Rule 462(b) promulgated under the Securities Act an additional amount of Securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the Securities eligible to be sold under the related Registration Statement on Form S-3 (Registration No. 333-141637), for which a filing fee of $3,837.50 was previously paid, are being registered.

(2)

No separate consideration will be received for the Subsidiary Guarantees.

Explanatory Note

We are filing this registration statement with the Securities and Exchange Commission pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933, as amended. This registration statement relates to the same public offering of securities contemplated by the automatic shelf registration statement on Form S-3 (Registration No. 333-141637) (the “Prior Registration Statement”), effective on March 29, 2007, and is being filed for the sole purpose of increasing the maximum aggregate offering price of our Senior Subordinated Notes due 2015 to be registered by $25,000,000. the information set forth in the Prior Registration Statement, including all exhibits, is incorporated by reference herein.

The required opinions and consents are listed on the exhibit index attached hereto and filed herewith.

II-1

Part II
Information not required in prospectus

Item 16.  Exhibits

Exhibit no.			Document description
	*5		Opinion of Baker & Hostetler LLP as to the validity of the Debt Securities being registered
	*23	.1	Consent of DeGolyer and MacNaughton
	*23	.2	Consent of PricewaterhouseCoopers LLP
	*23	.3	Consent of Baker & Hostetler LLP (included in Exhibit 5)

*  Filed herewith

II-2

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on March 29, 2007.

DENBURY RESOURCES INC.

/s/  Phil Rykhoek

By:  Phil Rykhoek

Senior Vice President and Chief Financial Officer

Each person whose signature appears below as a signatory to this Registration Statement constitutes and appoints Gareth Roberts, Phil Rykhoek and Mark Allen, or any one of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/  Gareth Roberts Gareth Roberts	President, Chief Executive Officer and Director (Principal Executive Officer)	March 29, 2007
/s/  Phil Rykhoek Phil Rykhoek	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	March 29, 2007
/s/  Mark C. Allen Mark C. Allen	Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 29, 2007
/s/  Ronald G. Greene Ronald G. Greene	Chairman of the Board and Director	March 29, 2007
David I. Heather	Director
Greg McMichael	Director

II-3

Signatures	Title	Date
Randy Stein	Director
/s/  Donald D. Wolf Donald D. Wolf	Director	March 29, 2007
/s/  Wieland Wettstein Wieland Wettstein	Director	March 29, 2007

II-4

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on March 29, 2007.

DENBURY GATHERING & MARKETING, INC.
DENBURY OPERATING COMPANY

/s/  Phil Rykhoek

By: Phil Rykhoek

Senior Vice President and Chief Financial Officer

Each person whose signature appears below as a signatory to this Registration Statement constitutes and appoints Gareth Roberts, Phil Rykhoek and Mark Allen, or any one of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/  Gareth Roberts Gareth Roberts	President, Chief Executive Officer and Director (Principal Executive Officer)	March 29, 2007
/s/  Phil Rykhoek Phil Rykhoek	Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)	March 29, 2007
/s/  Mark C. Allen Mark C. Allen	Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 29, 2007
/s/  Ronald T. Evans Ronald T. Evans	Director	March 29, 2007
Robert Cornelius	Director

II-5

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on March 29, 2007.

DENBURY ONSHORE, LLC
DENBURY MARINE, L.L.C.

/s/  Phil Rykhoek

By: Phil Rykhoek

Senior Vice President and Chief Financial Officer

Each person whose signature appears below as a signatory to this Registration Statement constitutes and appoints Gareth Roberts, Phil Rykhoek and Mark Allen, or any one of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/  Gareth Roberts Gareth Roberts	President, Chief Executive Officer and Manager (Principal Executive Officer)	March 29, 2007
/s/  Phil Rykhoek Phil Rykhoek	Senior Vice President, Chief Financial Officer and Manager (Principal Financial Officer)	March 29, 2007
/s/  Mark C. Allen Mark C. Allen	Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 29, 2007
/s/  Ronald T. Evans Ronald T. Evans	Manager	March 29, 2007
Robert Cornelius	Manager

II-6

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on March 29, 2007.

TUSCALOOSA ROYALTY FUND LLC

By: Denbury Operating Company,
its sole member

/s/  Phil Rykhoek

By: Phil Rykhoek

Senior Vice President and Chief Financial Officer

II-7

Index to exhibits

Exhibit No.			Document Description
	5		Opinion of Baker & Hostetler LLP as to the validity of the securities being registered hereunder
	23	.1	Consent of DeGolyer and MacNaughton
	23	.2	Consent of PricewaterhouseCoopers LLP

II-8

EX-5.1

Exhibit 5

March 29, 2007

Denbury Resources Inc.
5100 Tennyson Parkway
Suite 1200
Plano, Texas 75024

1000 Louisiana
Suite 2000
Houston, TX 77002-5009

T 713.751.1600
F 713.751.1717
www.bakerlaw.com

Donald White Brodsky
direct dial: 713.646.1335
dbrodsky@bakerlaw.com

Ladies and Gentlemen:

     We have acted as securities counsel to Denbury Resources Inc., a Delaware corporation (“Denbury”), and the following subsidiaries of Denbury: Denbury Onshore, LLC, a Delaware limited liability company, Denbury Gathering & Marketing, Inc., a Delaware corporation, Denbury Operating Company, a Delaware corporation, Denbury Marine, L.L.C., a Louisiana limited liability company, and Tuscaloosa Royalty Fund LLC, a Mississippi limited liability company (the “Subsidiary Guarantors”) in connection with the registration statement on Form S-3 (the “Registration Statement”) being filed by Denbury with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), which relates to an aggregate principal amount of $25 million of additional 7¹/2% Senior Subordinated Notes due 2015 (the “Notes”) being offered pursuant to Rules 415, 462(b) and 462(e) under the Act. Denbury’s payment obligations on the Notes will be jointly and severally guaranteed by the Subsidiary Guarantors (the “Guarantees”). The Notes are being issued pursuant to the Indenture, dated December 7, 2005, among Denbury, the Subsidiary Guarantors and The Bank of New York Trust Company, N.A., successor in interest to JPMorgan Chase Bank, National Association (the “Trustee”), as supplemented by the First Supplemental Indenture (the “First Supplemental Indenture”), the form of which is filed as Exhibit 4.2 to Registration Statement No. 333-141637 on Form S-3 effective on March 29, 2007 (the “Prior Registration Statement”). Except as otherwise indicated, capitalized terms used herein shall have the meanings assigned to them in the Prospectus.

     In connection with this opinion, we have examined and relied upon the accuracy of original, certified or photographic copies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate to enable us to render the opinions set out below, including (i) the Registration Statement and the preliminary prospectus included therein, (ii) the form of the Notes, (iii) copies of resolutions of Denbury’s board of directors authorizing the additional issuance of the Notes and the filing of the Registration Statement, (iv) copies of resolutions of the Subsidiary Guarantors authorizing the Guarantees and the Registration Statement, (v) the Indenture, (vi) the form of the First Supplemental Indenture, (vii) the Statement of Eligibility of Trustee on Form T-1, and (viii) the Prior Registration Statement. In addition, we have reviewed such questions of law as we have considered appropriate.

Cincinnati     Cleveland     Columbus     Costa Mesa     Denver     Houston     Los Angeles     New York     Orlando     Washington, DC

Denbury Resources Inc.
March 29, 2007
Page 2

     In all such examinations, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. In addition, we have assumed, and without independent investigation have relied upon, the factual accuracy of the representations, warranties and other information contained in the items we examined.

     We have also assumed that (i) the Registration Statement and any amendments thereto (including post-effective amendments) will be automatically effective upon filing under the Act and comply with all applicable laws, (ii) the Notes, when issued, will be issued and sold in compliance with applicable federal and state securities laws and solely in the manner stated in the Registration Statement, (iii) the First Supplemental Indenture will be duly authorized by the Trustee and executed and delivered by the parties thereto in substantially the form reviewed by us or with changes that do not affect the opinions given hereunder; (iv) the Trustee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; and (v) the Trustee has the requisite power and authority to enter into and perform its obligations under the Indenture, as supplemented and the Indenture, as supplemented constitutes a legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms.

     Based upon the foregoing, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that when (i) the Registration Statement has been filed with the Commission, (ii) the Indenture, as supplemented has been duly qualified under the Trust Indenture Act of 1939, as amended, (iii) the Trustee has been duly qualified, (iv) the global note representing the Notes has been duly executed, authenticated, countersigned, registered, issued and delivered in accordance with the Indenture, as supplemented, and the Underwriting Agreement, and (v) Denbury has received payment of the consideration provided in the Underwriting Agreement to be paid for the Notes:

1.	the Notes will constitute binding obligations of Denbury; and
2.	the Guarantees will constitute binding obligations of the Subsidiary Guarantors as to the Notes in accordance with the terms of the Guarantees.

The opinions set forth above are subject to the applicable effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the exercise of the discretionary power of any court or other authority before which may be brought any proceeding seeking equitable or other remedies. We express no opinion as to the sufficiency of the waivers of defenses by the Subsidiary Guarantors contained in the second paragraph of Section 11.01 of the Indenture governing the Notes.

     The foregoing opinion is limited to the laws of the State of New York, the laws of the United States of America and the Delaware General Corporation Law.

Denbury Resources Inc.
March 29, 2007
Page 3

     We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus forming a part of the prior Registration Statement. In giving this consent, this firm does not admit that it is within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

     The opinions expressed herein are given as of the date hereof and we undertake no obligations to supplement this letter if any applicable law changes after such date or if we become aware of any facts that might change the opinions expressed herein after such date or for any other reason.

Sincerely,

/s/ Baker & Hostetler LLP
Baker & Hostetler LLP

EX-23.1

Exhibit 23.1

DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244

March 29, 2007

Denbury Resources Inc.
5100 Tennyson Parkway Suite 1200
Plano, Texas 75024

Ladies and Gentlemen:

          We hereby consent to the use of the name DeGolyer and MacNaughton, to references to DeGolyer and MacNaughton, and to the inclusion of information taken from our “Appraisal Report as of December 31, 2006 on Proved Reserves of Certain Properties owned by Denbury Resources Inc. SEC Case,” “Appraisal Report as of December 31, 2005 on Proved Reserves of Certain Properties owned by Denbury Resources Inc. SEC Case,” and “Appraisal Report as of December 31, 2004 on Proved Reserves of Certain Properties owned by Denbury Resources Inc. SEC Case” under the headings “Summary of Oil and Gas Reserve Data,” “Experts,” and “Exhibits” in the Registration Statement on Form S-3 pursuant to Rule 462(b) of the Securities Act of 1933, as amended to be filed on or about March 29, 2007; and to the inclusion by reference of the Denbury Resources Inc. Annual Report on Form 10-K for the year ended December 31, 2006, in the Registration Statement on Form S-3.

Very truly yours,
 

/s/ DeGolyer and MacNaughton  

DeGOLYER and MacNAUGHTON 

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 28, 2007 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Denbury Resources Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006.

PricewaterhouseCoopers LLP
Dallas, Texas
March 29, 2007