Form 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940	OMB APPROVAL
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[ ]	Form 3 Holdings Reported
[ ]	Form 4 Transactions Reported

1. Name and Address of Reporting Person* Gramling, Ronald	2. Issuer Name and Ticker or Trading Symbol Denbury Resources Inc,   (DNR)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) ___ Director                    ___ 10% Owner _X_ Officer (give             ___ Other (specify                   title below)                     below) V.P. Marketing
(Last)             (First)            (Middle) 5100 Tennyson Parkway, Suite 3000	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Year 12/2000
(Street) Plano, TX 75024		5. If Amendment, Date of Original (Month/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City)             (State)             (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
		Code	V	Amount	(A) or (D)	Price
Common Stock	03/31/2000	A		1,555	A	3.84		D
Common Stock	06/30/2000	A		1,026	A	5.82		D
Common Stock	09/30/2000	A		826	A	7.23		D
Common Stock	12/31/2000	A		643	A	9.28	12,076	D

* If the form is filed by more than one reporting person, see instruction 4(b)(v).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
(Over)
SEC 2270 (3-99)

FORM 5 (continued)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1.Title of Derivative Security (Instr.3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/ Day/ Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of(D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9.Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

3.98

01/03/2000

A

10,200

01/03/2004

01/03/2010

Common Stock

10,200

3.98

10,200

D

Stock Option

4.24

(1)

01/04/2009

Common Stock

33,800

D

Stock Option

10.02

(2)

06/27/2006

Common Stock

11,250

D

Stock Option

13.38

(2)

02/24/2007

Common Stock

9,900

D

Stock Option

13.38

02/24/2001

02/24/2007

Common Stock

9,900

D

Stock Option

18.33

01/02/2002

01/02/2008

Common Stock

7,800

D

Explanation of Responses:

(1) 25% are exercisable on January 4, 2000, 25% are exercisable on January 4, 2001, 25% are exercisable on January 4, 2002, and the balance of 25% are exercisable on January 4, 2003. (2) All options are exercisable as of the date hereof.

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	/s/ Ronald Gramling **Signature of Reporting Person	01/26/2001  Date
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Page 2