POWER OF ATTORNEY

     The undersigned hereby constitutes
and appoints each of Phil Rykhoek of 5320
Legacy Drive, Plano, TX 75024, Mark C.
Allen of 5320 Legacy Drive, Plano, TX 75024,
James S. Matthews of 5320 Legacy Drive,
Plano, TX 75024, Alan E. Rhoades of 5320
Legacy Drive, Plano, TX 75024, Sarah W.
Braley of 5320 Legacy Drive, Plano, TX
75024 or Donald W. Brodsky of 1000
Louisiana, 20th Floor, Houston, Texas
77030, or any of them, signing singly,
the undersigned?s true and lawful
attorney-in-fact to:

       (1) execute for and on behalf of
the undersigned, in the undersigned?s capacity
as an officer and/or director of Denbury
Resources Inc. (the ?Company?), Forms 3, 4 and
5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules
thereunder;

       (2) do and perform any and all acts
for and on behalf of the undersigned that may be
necessary or desirable to complete and execute
any such Form 3, 4 or 5 and timely file any such
form or forms with the United States Securities
and Exchange Commission and any stock exchange or
similar authority; and

       (3) take any other action of any type
whatsoever in connection with the foregoing that,
in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally
required by the undersigned, it being understood
that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this power
of attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact?s sole
discretion.

       The undersigned hereby grants to each such
attorney-in-fact and any of them full power and
authority to do and perform any and every act
and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the
rights and powers herein granted, as fully to
all intents and purposes as the undersigned might
or could do if personally present, with full
power of substitution or revocation, hereby
ratifying and confirming all acts that any such
attorney-in-fact, or any such attorney-in-fact?s
substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of
attorney and the rights and powers herein granted.

       The undersigned acknowledges that none of the
foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are
assuming, nor is the Company assuming, any of the
undersigned?s responsibilities to comply with Section
16 of the Securities Exchange Act of 1934.

       This power of attorney shall remain in full
Force and effect until the undersigned is no longer
Required to file Forms 3, 4 and 5 with respect to the
undersigned?s holdings of and transactions in
securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused
this power of attorney to be executed as of the 27th
day of March 2013.

       /s/ Randy Stein
       Randy Stein