As filed with the Securities and Exchange Commission on April 19, 2006

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

DENBURY RESOURCES INC.

(Exact name of Registrant)

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:

     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, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering.    o

     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

CALCULATION OF REGISTRATION FEE

SUBJECT TO COMPLETION, DATED APRIL 19, 2006

PROSPECTUS

                                SHARES

DENBURY RESOURCES

Common Stock

         This is an offering of                      shares of common stock of Denbury Resources Inc. You should read this prospectus and any supplement carefully before you invest.

      Our common stock is traded on the New York Stock Exchange under the symbol “DNR.”

      Investing in the common stock involves risks. See “Risk Factors” on page 7.

      The underwriter may offer the common stock from time to time in one or more transactions in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices. If the underwriters sell more than                      shares of common stock, the underwriters have an option for a period of 30 days to purchase up to an additional                 shares of common stock at the public offering price less the underwriting discount.

      We expect that delivery of the shares to investors will be made on or about April      , 2006.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April      , 2006.

ABOUT THIS PROSPECTUS

      This prospectus relates to the offer and sale by us of our common stock. You should rely on the information contained or incorporated by reference into this prospectus. We have not, and the underwriter has not, authorized any other person to provide you with different information. If anyone else provides you with different or inconsistent information, you should not rely on it. We and the underwriter are not making an offer to sell our common stock in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, results of operations, financial condition and prospects may have changed since those dates.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

      Some of the information included in this prospectus, any prospectus supplement and the documents we have incorporated by reference contain forward-looking statements. Forward-looking statements use forward-looking terms such as “believe,” “expect,” “may,” “intend,” “will,” “project,” “budget,” “should” or “anticipate” or other similar words. These statements discuss “forward-looking” information such as:

      These forward-looking statements are based on assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks, including the following:

      Other factors that could cause actual results to differ materially from those anticipated are discussed in our periodic filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2005.

      When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this prospectus, any prospectus supplement and the documents we have incorporated by reference. We will not update these forward-looking statements unless the securities laws require us to do so.

WHERE YOU CAN FIND MORE INFORMATION

      We are subject to the informational requirements of the Securities Exchange Act of 1934, which requires us to file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference room. You may view our reports electronically at the SEC’s Internet site at http://www.sec.gov, or at our own website at http://www.denbury.com.

      This prospectus constitutes part of a Registration Statement on Form S-3 filed with the SEC under the Securities Act of 1933. It omits some of the information contained in the Registration Statement, and reference is made to the Registration Statement for further information with respect to us and the securities we are offering. Any statement contained in this prospectus concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the SEC is not necessarily complete, and in each instance reference is made to the copy of the filed document.

      The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. Any information referred to in this way is considered part of this prospectus from the date we file that document. Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supercede any information contained in this prospectus or incorporated by reference in this prospectus. We incorporate by reference (excluding any information furnished pursuant to Items 2.02 or 7.01 of any report on Form 8-K) the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all the securities covered by this prospectus:

      You may request a copy of these filings at no cost, by writing or telephoning Phil Rykhoek, Senior Vice President and Chief Financial Officer, Denbury Resources Inc., 5100 Tennyson Pkwy., Ste. 1200, Plano, Texas 75024, phone: (972) 673-2000.

Issuer		Denbury Resources Inc.
Common stock offered		shares (                     shares if the underwriter’s overallotment option is exercised in full)
Common stock outstanding immediately after this offering		shares (                     shares if the underwriter’s overallotment option is exercised in full)
Use of Proceeds		We will use the net proceeds from this offering to repay our outstanding $120 million of bank debt, with the balance to be used for general corporate purposes, which may include additions to working capital. See “Use of Proceeds” below.
Dividend policy		We have never declared or paid dividends on our common stock. We do not expect to pay any dividends in the foreseeable future. We currently intend to retain our earnings for the development of our business.

				Year Ended December 31,
				2003				2004				2005
				(Dollars in thousands)
Statement of Operations Data:
Revenues:
	Oil, natural gas and related product sales			$	385,463			$	444,777			$	549,055
	CO 2 sales				8,188				6,276				8,119
	Loss on effective hedge contracts				(62,210	)			(70,469	)			—
	Interest income and other				1,573				2,388				3,218
		Total revenues			333,014				382,972				560,392
Expenses:
	Lease operating expenses				89,439				87,107				108,550
	Production taxes and marketing expenses				14,819				18,737				27,582
	CO 2 operating expenses				1,710				1,338				2,251
	General and administrative				15,189				21,461				28,540
	Depreciation, depletion, and accretion				94,708				97,527				98,802
	Interest, net of amounts capitalized				23,201				19,468				17,978
	Loss on early retirement of debt				17,629				—				—
	Commodity derivative expense (income)				(3,578	)			15,358				28,962
		Total expenses			253,117				260,996				312,665
	Equity in net income (loss) of Genesis Energy				256				(136	)			314
	Income before income taxes				80,153				121,840				248,041
Income tax provision (benefit):
	Current				(91	)			22,929				27,177
	Deferred				26,303				16,463				54,393
		Total income taxes			26,212				39,392				81,570
Income before cumulative effect of change in accounting principle					53,941				82,448				166,471
Cumulative effect of change in accounting principle, net of income taxes of $1,600					2,612				—				—
Net income				$	56,553			$	82,448			$	166,471

Other Financial Data:
Oil and gas capital expenditures		$	(158,444	)		$	(178,070	)		$	(379,236	)
CO 2 capital expenditures			(22,673	)			(50,265	)			(78,720	)
Net cash provided by operating activities			197,615				168,652				360,960
Net cash used for investing activities(1)			(135,878	)			(93,550	)			(383,687	)
Net cash provided by (used for) financing activities			(61,489	)			(66,251	)			154,777

Balance Sheet Data (at end of period):
Oil and gas properties, net(2)		$	765,249			$	659,855			$	940,786
Total assets			982,621				992,706				1,505,069
Long-term debt, including current portion(3)			298,203				227,956				380,035
Stockholders’ equity			421,202				541,672				733,662

(1)	Includes $187.5 million of proceeds from sale of Denbury Offshore, Inc. for the year ended December 31, 2004.
(2)	Excludes net book value of CO2 related property and equipment.
(3)	We purchased certain oil and gas properties in January 2006 for approximately $248 million. After giving effect to the borrowings made for the acquisition, as of April 14, 2006 we have approximately $501 million of long-term debt outstanding.

			As of December 31,
			2003				2004				2005
Estimated proved reserves:
	Oil (MBbls)			91,266				101,287				106,173
	Natural gas (MMcf)			221,887				168,484	(1)			278,367
	Oil equivalent (MBOE)			128,247				129,369				152,568
Percentage of total MBOE:
	Proved producing			43	%			39	%			40	%
	Proved non-producing			18	%			16	%			16	%
	Proved undeveloped			39	%			45	%			44	%
Representative oil and gas prices:(2)
	Oil — NYMEX WTI per Bbl		$	32.52			$	43.45			$	61.04
	Natural gas — Henry Hub cash price per MMBtu			5.97				6.18				10.08
Present values (in thousands):(3)
	Discounted estimated future net cash flow before income taxes (PV-10 Value) (thousands)		$	1,566,371			$	1,643,289			$	3,215,478
	Standardized measure of discounted future net cash flows after income taxes (thousands)			1,124,127				1,129,196				2,084,449
Average reserve life index(4)				10.1				10.7				14.0

(1)	Decrease in natural gas reserves in 2004 is primarily related to the sale of Denbury Offshore, Inc. in July 2004.
(2)	Oil and natural gas reference prices as of each respective period end were based on NYMEX WTI oil prices per Bbl and Henry Hub cash prices per MMBtu, with these representative prices adjusted for differentials by field to arrive at the appropriate net price we receive.
(3)	Determined based on period-end unescalated prices and costs in accordance with the guidelines of the SEC, discounted at 10% per annum.
(4)	Average reserve life index is calculated by dividing total reserves by our actual production for the period.

				Year Ended December 31,
				2003				2004				2005
Average daily production volumes:
	Oil (Bbls)				18,894				19,247				20,013
	Natural gas (Mcf)(1)				94,858				82,224				58,696
	BOE(2)				34,704				32,951				29,795
Unit sales prices (excluding impact of derivative settlements):
	Price per Bbl of oil			$	27.47			$	36.46			$	50.30
	Price per Mcf of natural gas				5.66				6.24				8.48
Unit sales prices (including impact of derivative settlements):
	Price per Bbl of oil			$	24.52			$	27.36			$	50.30
	Price per Mcf of natural gas				4.45				5.57				7.70
Per BOE data:(2)
	Oil, natural gas and related product sales			$	30.43			$	36.88			$	50.49
	Loss on settlements of derivative contracts				(4.91	)			(7.01	)			(1.54	)
	Lease operating expenses				(7.06	)			(7.22	)			(9.98	)
	Production taxes and marketing expenses				(1.17	)			(1.55	)			(2.54	)
		Production netback			17.29				21.10				36.43
	Operating margin from CO 2 operations				0.51				0.41				0.54
	General and administrative expense				(1.20	)			(1.78	)			(2.62	)
	Net cash interest expense				(1.61	)			(1.34	)			(1.28	)
	Current income taxes and other				(0.01	)			(1.78	)			(1.50	)
	Changes in assets and liabilities relating to operations				0.62				(2.63	)			1.62
		Cash flow from operations		$	15.60			$	13.98			$	33.19

(1)	Decrease in natural gas production in 2005 is primarily related to the sale of Denbury Offshore, Inc. in July 2004.
(2)	Barrel of oil equivalent using the ratio of one Bbl of oil to six Mcf of natural gas.

RISK FACTORS

      Investing in our common stock involves risks. Before purchasing any securities we offer, you should carefully consider the risk factors that are incorporated by reference herein from Item 1.A., captioned “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2005.

COMMON STOCK TRADING SUMMARY

      The following table summarizes the high and low reported sales prices of our common stock on the New York Stock Exchange (NYSE), for each quarterly period for the last two completed fiscal years and the first and second quarters of 2006. The sales prices are adjusted to reflect our 2-for-1 stock split on October 31, 2005. On April 18, 2006, the last reported sales price of our common stock, as reported on the NYSE, was $35.79 per share.

      We have never paid any dividends on our common stock and we currently do not anticipate paying any dividends in the foreseeable future. Also, we are restricted from declaring or paying any cash dividends on our common stock under our bank loan agreement.

USE OF PROCEEDS

      We estimate that the net proceeds from this offering will be approximately $           million after deducting the underwriting discounts and commissions and expenses of the offering.

      We intend to use most of the net proceeds from this offering to repay current borrowings under our bank credit facility, which were approximately $120 million as of April 14, 2006. The remaining $           million of net proceeds will be used for general corporate purposes, which may include additions to working capital, development and exploration expenditures or the financing of acquisitions. As of April 14, 2006, the average interest rate on borrowings under our bank credit facility, which matures on April 30, 2009, was 6.09%.

CAPITALIZATION

      The following table sets forth our cash and capitalization as of December 31, 2005:

DESCRIPTION OF CAPITAL STOCK

General

      As of April 14, 2006, we are authorized to issue up to 275,000,000 shares of stock, including up to 250,000,000 shares of common stock, par value $.001 per share, and up to 25,000,000 shares of preferred stock, par value $.001 per share. As of April 14, 2006, we had 115,534,755 shares of common stock and no shares of preferred stock outstanding. This excludes 8,495,741 shares of common stock subject to options under our option plans, and 360,231 shares of common stock subject to stock appreciation rights outstanding as of April 14, 2006 at a weighted average option price of $8.36 per share and a weighted average stock appreciate right base price of $25.23.

Common Stock

      The following is a summary of the key terms and provisions of our common stock. You should refer to the applicable provisions of our Restated Certificate of Incorporation, bylaws and the Delaware General Corporation Law for a complete statement of the terms and rights of our capital stock.

      Voting Rights. Each holder of common stock is entitled to one vote per share. Subject to the rights, if any, of the holders of any series of preferred stock pursuant to applicable law or the provision of the certificate of designation creating that series, all voting rights are vested in the holders of shares of common stock. Holders of shares of common stock have non-cumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors, and the holders of the remaining shares voting for the election of directors will not be able to elect any directors.

      Dividends. Dividends may be paid to the holders of common stock when, as and if declared by the board of directors out of funds legally available for their payment, subject to the rights of holders of any preferred

stock. We have never declared a cash dividend and intend to continue our policy of using retained earnings for expansion of our business.

      Rights upon Liquidation. In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of our common stock will be entitled to share equally, in proportion to the number of shares of common stock held by them, in any of our assets available for distribution after the payment in full of all debts and distributions and after the holders of all series of outstanding preferred stock, if any, have received their liquidation preferences in full.

      Non-Assessable. All outstanding shares of common stock are fully paid and non-assessable. Any additional common stock we offer and issue under this Prospectus will be fully paid and non-assessable when distributed.

      Anti-takeover measures. Our Restated Certificate of Incorporation requires a two-thirds majority vote by the Board on many significant transactions, including amending our charter or bylaws, issuing equity securities, creating any series of preferred stock, issuing debt in excess of 10% of our assets, making acquisitions or dispositions with a purchase price in excess of 20% of our assets, or increasing or decreasing the size of our Board. Because a smaller number of directors than a majority can join together to block future transactions, issuances of securities or changes in our organizational documents, there is an increased possibility that these transactions will not be accomplished.

      No Preemptive Rights. Holders of common stock are not entitled to preemptive purchase rights in future offerings of our common stock.

      Listing. Our outstanding shares of common stock are listed on the New York Stock Exchange under the symbol “DNR.” Any additional common stock we offer and issue under this Prospectus will also be listed on the New York Stock Exchange or any other exchange on which our common stock is then traded.

LEGAL MATTERS

      Certain legal matters with respect to the common stock offered hereby will be passed upon for us by Jenkens & Gilchrist, A Professional Corporation, Houston, Texas. Simpson Thacher & Bartlett LLP, New York, New York, is acting as counsel for the underwriter in connection with this offering.

EXPERTS

      The consolidated financial statements of the Company as of December 31, 2003 and for the year ended December 31, 2003 incorporated by reference in this prospectus have been audited by Deloitte and Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

      The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2005 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

      Certain estimates of our oil and natural gas reserves and related information as of December 31, 2003, 2004 and 2005 included in this prospectus and/or incorporated by reference in this prospectus have been derived from engineering reports prepared by DeGolyer and MacNaughton, and all such information has been so included on the authority of such firms as experts regarding the matters contained in their reports.

COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

      Section 145 of the Delaware General Corporation Law (the “DGCL”), empowers us under specified circumstances, to indemnify our directors, officers, employees and agents in connection with actions, suits or proceedings brought against them or threatened by reason of the fact that they were our directors, officers, employees or agents, so long as they acted in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of our Company, and with respect to any criminal action, that they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of our Company, however, indemnification is generally limited to attorneys’ fees and other expenses and is not available if such person is adjudged to be liable to us, unless a court determines that indemnification is appropriate.

      Article IX of our Restated Certificate of Incorporation, as amended requires indemnification of directors, officers and other employees to the fullest extent permitted by Section 145 of the DGCL. Furthermore, Article IX explicitly provides that:

      Additionally, we maintain directors and officers insurance which includes coverage for liability under the federal securities laws.

      Article X of our Restated Certificate of Incorporation, as amended limits the personal liability of a director to us or our stockholders for monetary damages for breach of fiduciary duty as a director provided that a director’s liability may not be limited (i) for any breach of the director’s duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

GLOSSARY

      The terms defined in this section are used throughout this prospectus:

Part II

Information not required in prospectus

      The following table sets forth the costs and expenses payable by us in connection with the sale of securities being registered hereby. All amounts are estimates, except the registration fee.

      Section 145 of the Delaware General Corporation Law (the “DGCL”), empowers us under specified circumstances, to indemnify our directors, officers, employees and agents in connection with actions, suits or proceedings brought against them or threatened by reason of the fact that they were our directors, officers, employees or agents, so long as they acted in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of our Company, and with respect to any criminal action, that they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of our Company, however, indemnification is generally limited to attorneys’ fees and other expenses and is not available if such person is adjudged to be liable to us, unless a court determines that indemnification is appropriate.

      Article IX of our Restated Certificate of Incorporation, as amended requires indemnification of directors, officers and other employees to the fullest extent permitted by Section 145 of the DGCL. Furthermore, Article IX explicitly provides that:

      Additionally, we maintain directors and officers insurance which includes coverage for liability under the federal securities laws.

      Article X of our Restated Certificate of Incorporation, as amended limits the personal liability of a director to us or our stockholders for monetary damages for breach of fiduciary duty as a director provided that a director’s liability may not be limited (i) for any breach of the director’s duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

      (a) The undersigned registrant hereby undertakes:

      (b) The undersigned registrant hereby understands that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

      (d) The undersigned registrant hereby undertakes that:

Signatures

      Pursuant to the requirements of the Securities Act of 1933, 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 April 12, 2006.

      Each person whose signature appears below as a signatory to this Registration Statement constitutes and appoints Gareth Roberts, Phil Rykhoek and Mark Allen, or any one of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

INDEX TO EXHIBITS