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): June 25, 2007

DENBURY RESOURCES INC.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction
of incorporation or organization)

1-12935	20-0467835
(Commission File Number)	(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 June 25, 2007, the Company issued a press release announcing entry into an agreement with Rentech, Inc. to purchase CO₂ captured as a byproduct from a proposed synthetic fuel plant planned to be built by Rentech in Natchez, Mississippi and scheduled to commence operations in either 2011 or 2012. 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 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 June 25, 2007, “Denbury Signs Agreement to Purchase Additional Manufactured CO2”

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: June 25, 2007	By:	/s/ Phil Rykhoek
		Phil Rykhoek
		Senior Vice President & Chief Financial Officer

EX-99.1

EXHIBIT 99.1

DENBURY RESOURCES INC .

P R E S S    R E L E A S E

Denbury Signs Agreement to Purchase Additional Manufactured CO₂

News Release
Released at 8:00 a.m. CDT

DALLAS — June 25, 2007— Denbury Resources Inc. (NYSE: DNR) (“Denbury” or the “Company”) today announced that is has entered into an agreement with Rentech Inc. (AMEX:RTK) to purchase all of the CO₂ captured from a planned synthetic fuel plant to be built in Natchez, Mississippi, which is scheduled to commence operations in the next four to five years. Denbury is expected to purchase between 350 MMcf/d and 400 MMcf/d of captured CO₂ from Rentech, a by-product of this proposed plant’s anticipated production of 25,000 Bbs/d of clean synthetic diesel fuel. The base purchase price of this CO₂ is currently expected to be slightly higher than the base price of CO₂ from the Company’s two other contracted synthetic sources (at today’s oil price), but the higher base price for CO₂ from this plant is expected to be offset by a higher percentage of future potential carbon emissions credits generated by this sequestration process.

The Company has previously signed CO₂ purchase contracts for two other planned gasification plants proposed by Faustina Hydrogen Products LLC, one expected to be built near Donaldsonville, Louisiana and another planned for construction near Beaumont, Louisiana. If all three plants are built, these synthetic sources will provide the Company with an aggregate of 750 MMcf/d to 850 MMcf/d of CO₂ by 2012. The base price of CO₂ from all of these synthetic sources is currently expected to be 1.5 to 2.0 times higher than the Company’s most recent all-in cost for its CO₂ from natural sources (calculated based upon today’s oil prices and roughly equivalent pressures). These predicted synthetic CO₂ prices are expected to be competitive with prices for CO₂ from Denbury’s natural sources after adjusting for the Company’s share of carbon emissions credits using estimated current prices of CO₂ carbon credit futures. The Company plans to connect these manufactured sources of CO₂ to the Company’s natural source of CO_2, which will allow the Company to allocate production as required between the two sources.

Gareth Roberts, CEO of Denbury, commented on the transaction, saying: “We plan to use the CO₂ produced from this proposed plant to further expand our tertiary operations in the Gulf Coast area. By injecting this CO₂, a by-product of the proposed plant, into mature oil fields, we not only help to protect the environment by reducing greenhouse gases, but also produce additional oil to help reduce our nation’s need for imported oil.”

This press release, other than historical financial information, contains forward looking statements that involve risks and uncertainties relating to proposed gasification plants and anticipated CO₂ production levels therefrom as detailed in the Company’s filings with the Securities and Exchange Commission, including its reports on Form 10-K and 10-Q. These reports are incorporated by reference as though fully set forth herein. These statements are based on assumptions concerning commodity prices, existing market conditions, scheduling, engineering assumptions, anticipated legislation and assumptions regarding carbon credit futures market 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.

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.

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