8-K

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): May 23, 2007

DENBURY RESOURCES INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)

1-12935 (Commission File Number)	20-0467835 (I.R.S. Employer Identification No.)
5100 Tennyson Parkway Suite 1200 Plano, Texas (Address of principal executive offices)	75024 (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 (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))

Section 7—Regulation FD

Item 7.01. Regulation FD Disclosure.

     On May 23, 2007, the Company issued a press release announcing that it is evaluating strategic alternatives for its Louisiana assets, other than Louisiana oil properties with potential for tertiary recovery operations. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

     As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 and in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing with the Securities and Exchange Commission, except as shall be expressly provided by specific reference in such filing.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

The following exhibit is furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit Number	Description of Exhibit
99.1	Denbury press release, dated May 23, 2007, “Denbury Evaluates Strategic Alternatives for Louisiana Assets”

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: May 23, 2007	By:	/s/ Phil Rykhoek
		Phil Rykhoek
		Senior Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Denbury press release, dated May 23, 2007, “Denbury Evaluates Strategic Alternatives for Louisiana Assets”

EX-99.1

EXHIBIT 99.1

DENBURY RESOURCES INC.
P R E S S   R E L E A S E

Denbury Evaluates Strategic Alternatives for Louisiana Assets

News Release
Released at 3:30 PM CST

     DALLAS, May 23, 2007 — Denbury Resources Inc. (NYSE: DNR; “Denbury” or the “Company”) announced today that it is evaluating strategic alternatives for its Louisiana assets, other than Louisiana oil properties with potential for tertiary recovery operations. Alternatives may include a sale or a swap of these assets for oil fields with tertiary recovery potential. This review is being conducted as part of Denbury’s ongoing focus on its core tertiary recovery operations. Any sale or swap of these assets would eliminate, or substantially reduce, the Company’s higher-risk profile drilling activities in this region, although the Company will continue to be active in Louisiana with its tertiary recovery operations, including the potential acquisition of additional future tertiary recovery projects.

     Production from the Company’s Louisiana properties that are currently being evaluated averaged approximately 29.1 MMcfe/d (83% natural gas) during the first quarter of 2007 and had proved reserves as of December 31, 2006 of approximately 45.2 Bcfe. No buyer or transaction has been identified to date, and if the price and terms of any potential transaction are not acceptable to Denbury, the Company would likely reconsider any divestiture. The Company expects this evaluation to be completed during 2007.

     “Our long-term plan is to concentrate our investment and management focus on our tertiary operations where we have lower risk, greater predictability, virtually no competition in our areas of operation and higher profitability” Gareth Roberts, Denbury President and CEO said. “We continue to expand our CO₂ operations and have recently committed to purchase another man-made source of CO₂ from a planned gasification project in the Beaumont, Texas area, which if completed will provide us with CO₂ under a structure and terms similar to those of the previously announced Faustina gasification project near Donaldsonville, Louisiana. We continue to work on the route for the proposed Green Line from Louisiana to Hastings Field near Houston and have secured right-of-ways for approximately 100 miles of this route with the purchase of an existing line. Even though this existing pipeline will be replaced, it should decrease the time required to acquire right-of-ways. Our program is working and we continue to be enthusiastic about the future.”

     The Company also disclosed that it will keep three rigs working in the Barnett Shale area for the remainder of 2007 rather than reducing its rig count in this area to two during the second half of the year as previously announced. This will allow approximately seven more wells to be drilled in the Barnett Shale area during 2007 at a cost of just under $20 million, increasing the Company’s 2007 capital budget to approximately $690 million.

     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 CO₂ used for tertiary oil recovery east of the Mississippi River, and holds significant operating acreage onshore Louisiana, Alabama, in the Barnett Shale play near Fort Worth, Texas, and properties in Southeast Texas. The Company’s goal is to increases the value of acquired properties through a combination of exploitation, drilling and proven engineering extraction practices, including secondary and tertiary recovery operations.

     This press release, other than historical financial information, contains forward looking statements that involve risks and uncertainties including plans regarding the Company’s Louisiana properties, anticipated CO₂ production sources for the Company’s tertiary operations, estimated capital expenditures for 2007, and other risks and uncertainties detailed in the Company’s filings with the Securities and Exchange Commission, including Denbury’s most recent reports on Form 10-K and Form 10-Q. These risks and uncertainties are incorporated by this reference as though fully set forth herein. These statements are based on engineering, geological, financial and operating assumptions that management believes are reasonable based on currently available information; however, management’s assumptions and the Company’s future performance are both subject to a wide range of business risks, and there is no assurance that these goals and projections can or will be met. Actual results may vary materially.

For further information contact:
DENBURY RESOURCES INC.

Gareth Roberts, President and CEO, 972-673-2000
Phil Rykhoek, Senior VP and Chief Financial Officer, 972-673-2000
www.denbury.com