S-3MEF

As filed with the Securities and Exchange Commission on February 11, 2009

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
Delaware	DENBURY GREEN PIPELINE-TEXAS, LLC	26-2072301
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
Judy G. Gechman
Baker & Hostetler LLP
1000 Louisiana Street
Suite 2000
Houston, Texas 77002
(713) 646-1335 Gary L. Sellers
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000

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, please check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering.  þ  333-157205

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Calculation of registration fee

Title of Each	Proposed	Amount of
Class of Securities	Maximum Offering	Registration
to be Registered	Price	Fee
Senior Subordinated Notes due 2016	$70,000,000(1)	$2,751
Subsidiary Guarantees	(2)	(2)

(1)

The registrant previously registered an aggregate principal amount of $350 million of Senior Subordinated Notes due 2016 on the Registration Statement on Form S-3 (Registration No. 333-157205). 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. 333-157205), for which a filing fee of $13,755 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. 333-157205) (the “Prior Registration Statement”), effective on February 10, 2009, and is being filed for the sole purpose of increasing the maximum aggregate offering price of our Senior Subordinated Notes due 2016 to be registered by $70,000,000. 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.

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
	*12	.2	Computation of Pro-Forma Ratio of Earnings to Fixed Charges
	*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-1

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 February 11, 2009.

DENBURY RESOURCES INC.

By:  /s/  Phil Rykhoek

Phil Rykhoek

Senior Vice President and
Chief Financial Officer

Signatures	Title	Date
/s/  Gareth Roberts* Gareth Roberts	President, Chief Executive Officer and Director (Principal Executive Officer)	February 11, 2009
/s/  Phil Rykhoek Phil Rykhoek	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	February 11, 2009
/s/  Mark C. Allen Mark C. Allen	Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 11, 2009
/s/  Wieland Wettstein* Wieland Wettstein	Chairman of the Board of Directors	February 11, 2009
/s/  Michael L. Beatty* Michael L. Beatty	Director	February 11, 2009
/s/  Michael B. Decker* Michael B. Decker	Director	February 11, 2009
/s/  Ronald G. Greene* Ronald G. Greene	Director	February 11, 2009
/s/  David I. Heather* David I. Heather	Director	February 11, 2009
/s/  Greg McMichael* Greg McMichael	Director	February 11, 2009
/s/  Randy Stein* Randy Stein	Director	February 11, 2009
/s/  Phil Rykhoek *Phil Rykhoek Attorney-In-Fact pursuant to power of attorney contained in original filing of this Registration Statement

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 February 11, 2009.

DENBURY ONSHORE, LLC

By:  /s/  Phil Rykhoek

Phil Rykhoek

Senior Vice President and
Chief Financial Officer

Signatures	Title	Date
/s/  Gareth Roberts* Gareth Roberts	President, Chief Executive Officer and Manager (Principal Executive Officer)	February 11, 2009
/s/  Phil Rykhoek Phil Rykhoek	Senior Vice President and Chief Financial Officer and Manager (Principal Financial Officer)	February 11, 2009
/s/  Ronald T. Evans* Ronald T. Evans	Senior Vice President—Reservoir Engineering and Manager	February 11, 2009
/s/  Robert L. Cornelius* Robert L. Cornelius	Senior Vice President—Operations and Manager	February 11, 2009
/s/  Mark Allen Mark Allen	Vice President—Chief Accounting Officer.	February 11, 2009
/s/  H. Raymond Dubuisson* H. Raymond Dubuisson	Vice President—Land	February 11, 2009
/s/  Dan E. Cole* Dan E. Cole	Vice President—Marketing	February 11, 2009
/s/  Phil Rykhoek *Phil Rykhoek Attorney-In-Fact pursuant to power of attorney contained in original filing of this Registration Statement

II-3

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 February 11, 2009.

DENBURY GATHERING & MARKETING, INC.

By:  /s/  Phil Rykhoek

Phil Rykhoek

Senior Vice President and
Chief Financial Officer

Signatures	Title	Date
/s/  Gareth Roberts* Gareth Roberts	President, Chief Executive Officer and Director (Principal Executive Officer)	February 11, 2009
/s/  Phil Rykhoek Phil Rykhoek	Senior Vice President and Chief Financial Officer and Director (Principal Financial Officer)	February 11, 2009
/s/  Robert L. Cornelius* Robert L. Cornelius	Senior Vice President—Operations and Director	February 11, 2009
/s/  Ronald T. Evans* Ronald T. Evans	Senior Vice President—Reservoir Engineering and Director	February 11, 2009
/s/  Mark Allen Mark Allen	Vice President, Chief Accounting Officer	February 11, 2009
/s/  Phil Rykhoek *Phil Rykhoek Attorney-In-Fact pursuant to power of attorney contained in original filing of this Registration Statement

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 February 11, 2009.

DENBURY OPERATING COMPANY

By:  /s/  Phil Rykhoek

Phil Rykhoek

Senior Vice President and
Chief Financial Officer

Signatures	Title	Date
/s/  Gareth Roberts* Gareth Roberts	President, Chief Executive Officer and Director (Principal Executive Officer)	February 11, 2009
/s/  Phil Rykhoek Phil Rykhoek	Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)	February 11, 2009
/s/  Mark C. Allen Mark C. Allen	Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 11, 2009
/s/  Ronald T. Evans* Ronald T. Evans	Director	February 11, 2009
/s/  Robert Cornelius* Robert Cornelius	Director	February 11, 2009
/s/  Phil Rykhoek *Phil Rykhoek Attorney-In-Fact pursuant to power of attorney contained in original filing of this Registration Statement

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 February 11, 2009.

DENBURY GREEN PIPELINE-TEXAS, LLC

By:  /s/  Phil Rykhoek

Phil Rykhoek

Senior Vice President and
Chief Financial Officer

Signatures	Title	Date
/s/  Gareth Roberts* Gareth Roberts	President, Chief Executive Officer and Manager (Principal Executive Officer)	February 11, 2009
/s/  Phil Rykhoek Phil Rykhoek	Senior Vice President, Chief Financial Officer and Manager (Principal Financial Officer)	February 11, 2009
/s/  Ronald T. Evans* Ronald T. Evans	Manager	February 11, 2009
/s/  Robert Cornelius* Robert Cornelius	Manager	February 11, 2009
/s/  Phil Rykhoek *Phil Rykhoek Attorney-In-Fact pursuant to power of attorney contained in original filing of this Registration Statement

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 February 11, 2009.

DENBURY MARINE, L.L.C.

By:  /s/  Phil Rykhoek

Phil Rykhoek

Senior Vice President and
Chief Financial Officer

Signatures	Title	Date
/s/  Gareth Roberts* Gareth Roberts	President, Chief Executive Officer and Manager (Principal Executive Officer)	February 11, 2009
/s/  Phil Rykhoek Phil Rykhoek	Senior Vice President, Chief Financial Officer and Manager (Principal Financial Officer)	February 11, 2009
/s/  Ronald T. Evans* Ronald T. Evans	Manager	February 11, 2009
/s/  Robert Cornelius* Robert Cornelius	Manager	February 11, 2009
/s/  Phil Rykhoek *Phil Rykhoek Attorney-In-Fact pursuant to power of attorney contained in original filing of this Registration Statement

II-7

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 February 11, 2009.

TUSCALOOSA ROYALTY FUND LLC

By: Denbury Operating Company,
its sole member

By:  /s/  Phil Rykhoek

Phil Rykhoek

Senior Vice President and
Chief Financial Officer

II-8

Index to exhibits

Exhibit no.			Document description
	5		Opinion of Baker & Hostetler LLP as to the validity of the securities being registered hereunder
	12	.2	Computation of Pro-Forma Ratio of Earnings to Fixed Charges
	23	.1	Consent of DeGolyer and MacNaughton
	23	.2	Consent of PricewaterhouseCoopers LLP

EX-5

Exhibit 5

	Baker&Hostetler LLP
	1000 Louisiana Suite 2000 Houston, TX 77002-5009
February 11, 2009	T 713.751.1600 F 713.751.1717 www.bakerlaw.com
Denbury Resources Inc. 5100 Tennyson Parkway Suite 1200 Plano, Texas 75024	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 its subsidiaries Denbury Onshore, LLC, a Delaware limited liability company, Denbury Gathering & Marketing, Inc., a Delaware corporation, Denbury Operating Company, a Delaware corporation, Denbury Green Pipeline — Texas, LLC, a Delaware limited liability company, Denbury Marine, L.L.C., a Louisiana limited liability company, and Tuscaloosa Royalty Fund LLC, a Mississippi limited liability company (collectively, 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 $70 million of additional Senior Subordinated Notes due 2016 (the “Notes”) being offered pursuant to Rules 415, 462(b) and 462(e) under the Act. The Notes are being issued pursuant to an Indenture (the “Indenture”) among Denbury, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), the form of which is filed as Exhibit 4.1 to Registration Statement No. 333-157205 on Form S-3 effective February 10, 2009 (the “Prior Registration Statement”). Denbury’s payment obligations on the Notes will be jointly and severally guaranteed by the Subsidiary Guarantors as provided for in the Indenture (such obligation to guarantee Denbury’s payment obligation under the Notes as contained in the Indenture being herein referred to as the “Guarantees”). 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, (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, (v) copies of resolutions of the Subsidiary Guarantors authorizing the Guarantees and the Registration Statement, (vi) the Indenture, (viii) the Statement of Eligibility of Trustee on Form T-1, (ix) the

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

Denbury Resources Inc.
February 11, 2009
Page 2

Prior Registration Statement and (x) the free-writing prospectus filed today with the Commission. In addition, we have reviewed such questions of law as we have considered appropriate.

     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 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, (v) the Trustee has the requisite power and authority to enter into and perform its obligations under the Indenture, (vi) the Indenture constitutes a legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, (vii) there shall be no change in law affecting the validity of the Notes between the date hereof and the date of issuance and sale of the Notes, (viii) the Underwriting Agreement is validly executed and delivered by the parties thereto, and (ix) all parties to agreements involving the issuance or sale of the Notes will perform their obligations thereunder in compliance with the terms of such documents.

     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 and the final prospectus constituting part of the Prior Registration Statement have been filed with the Commission, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and has been validly executed and delivered by the Trustee, the Company and the Subsidiary Guarantors, (iii) the Trustee has been duly qualified, (iv) the global note evidencing the Notes has been validly executed, authenticated, countersigned, registered, issued and delivered in accordance with the Indenture 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 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), public policy considerations which may limit the rights of the parties to obtain remedies, and

Denbury Resources Inc.
February 11, 2009
Page 3

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 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, including in the latter case the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

     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-12.2

EXHIBIT 12.2

DENBURY RESOURCES INC.
COMPUTATION OF PROFORMA RATIO OF EARNINGS TO FIXED CHARGES

	Year ended			Nine months ended
	December 30, 2007			September 30, 2008
(amounts in thousands)
Earnings:
Pretax income from continuing operations (1)	$	384,436		$	549,598
Plus: Equity in (earnings) loss of affiliates		1,110			(3,796	)
Plus: Distributions of equity investee		1,427			4,853
Plus: Amortization of capitalized interest		169			89
Plus: Fixed charges (below)		64,895			51,542
Less: Interest capitalized		(20,385	)		(19,524	)
Earnings	$	431,652		$	582,762
Fixed Charges:
Interest expense	$	30,830		$	23,988
Capitalized interest		20,385			19,524
Interest component of rent expense		4,702			4,347
Imputed preferred dividend		—			—
Preferred dividend tax effect		—			—
Adjustments:
Estimated net increase in interest expense from refinancing		8,978			3,683
Fixed charges	$	64,895		$	51,542
Ratio of earnings to fixed charges		6.7			11.3

(1) Adjusted for estimated net increase in interest expense from refinancing.

EX-23.1

Exhibit 23.1

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, 2008 relating to the financial statements 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, 2007. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Dallas, Texas
February 11, 2009

EX-23.2

Exhibit 23.2

February 11, 2009

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, 2008 on Proved Reserves of Certain Properties owned by Denbury Resources Inc. SEC Case”, “Appraisal Report as of December 31, 2007 on Proved Reserves of Certain Properties owned by Denbury Resources Inc. SEC Case”, and “Appraisal Report as of December 31, 2006 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 to be filed with the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended, on or about February 11, 2009; and to the inclusion by reference of the Denbury Resources Inc. Annual Report on Form 10-K for the year ended December 31, 2007 in the Registration Statement on Form S-3.

Very truly yours,
 

/s/ DeGOLYER and MacNAUGHTON

DeGOLYER and MacNAUGHTON