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): November 20, 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))

Item 8.01. Other Events.

     On November 20, 2007, Denbury Resources Inc. issued a press release announcing that its stockholders have approved an amendment to the Company’s restated certificate of incorporation to increase the number of authorized shares of common stock from 250 million shares to 600 million shares and to split its common stock two-for-one. Stockholders of record as of the close of business on December 5, 2007 will receive one additional share of the Company’s common stock for each share of common stock held at that time, to be distributed on December 14, 2007. A copy of the press release issued by Denbury is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

99.1 Press release, dated November 20, 2007, of Denbury Resources Inc.

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 hereunto duly authorized.

	DENBURY RESOURCES INC.
Date: November 20, 2007	By:	/s/ Phil Rykhoek
	Name:	Phil Rykhoek
	Title:	Senior Vice President and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

DENBURY RESOURCES INC.

P R E S S     R E L E A S E

Denbury Announces Stockholder Approval of Two-For-One Stock Split

News Release
Released at 7:30 a.m. CDT

     DALLAS — November 20, 2007 — Denbury Resources Inc. (NYSE: DNR) (“Denbury” or the “Company”) today announced that its stockholders have approved an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock from 250 million shares to 600 million shares and to split its issued common stock two-for-one. This action was taken at a special meeting of the stockholders held yesterday. Stockholders of record as of the close of business on December 5, 2007 will receive one additional share of Denbury common stock for each share of common stock held at that time, to be distributed on December 14, 2007. The Company will have approximately 245 million shares outstanding after the stock split.

     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 operating acreage onshore Alabama, Louisiana, in the Barnett Shale play near Fort Worth, Texas, and properties in Southeast Texas. The Company’s goal is to increase the value of acquired properties through a combination of exploitation, drilling and proven engineering extraction practices, with its most significant emphasis relating to tertiary recovery operations.

     This press release contains forward looking statements relating to the Company’s anticipated split of its common stock that is subject to uncertainties of external economic factors or changes in the public markets for oil and gas companies that could affect the timing and exact nature of the proposed stock split.

For further information contact:

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