Form 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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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) _X_ 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 08/2001
(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 Month (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	03/30/2001	A	V	770	A	8.81		D
Common Stock	06/30/2001	A	V	758	A	8.94		D
Common Stock	08/08/2001	S		1100	D	8.75		D
Common Stock	08/08/2001	S		1000	D	8.90		D
Common Stock	08/08/2001	S		1000	D	9.05		D
Common Stock	08/08/2001	S		1000	D	8.80	9504	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instructions 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 1474 (3-99)

FORM 4 (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 Month (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

9.28

01/02/2001

A

V

9700

01/02/2005

01/02/2011

Common Stock

9700

9700

D

Stock Option

3.98

01/03/2004

01/03/2010

Common Stock

10200

D

Stock Option

4.24

1

01/04/2009

Common Stock

33800

D

Stock Option

10.02

2

06/27/2006

Common Stock

11250

D

Stock Option

13.38

2

02/24/2007

Common Stock

19800

D

Stock Option

18.33

01/02/2002

01/02/2008

Common Stock

7800

D

Explanation of Responses:

1) 50% exercisable the date hereof, 25% exercisable on January 4, 2002, and the balance 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	08/31/2001  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
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