OMB APPROVAL	
 	 	UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25
 
NOTIFICATION OF LATE FILING	 	OMB Number: 3235-0058
Expires: April 30, 2009
Estimated average burden hours per response . . . 2.50	
				SEC FILE NUMBER
001-12935	
				CUSIP NUMBER
Not Applicable	

(Check one):	 	o  Form 10-K	 	o  Form 20-F	 	x  Form 11-K	 	o  Form 10-Q	 	o  Form 10-D	
 	 	o  Form N-SAR	 	o  Form N-CSR	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	
 	 	For Period Ended:	December 31, 2006	
 	 	o  Transition Report on Form 10-K	 	 	 	 	
 	 	o  Transition Report on Form 20-F	 	 	 	 	
 	 	o  Transition Report on Form 11-K	 	 	 	 	
 	 	o  Transition Report on Form 10-Q	 	 	 	 	
 	 	o  Transition Report on Form N-SAR	 	 	 	 	
 	 	For the Transition Period Ended:	 	

Read Instructions (on back page) Before Preparing Form. Please Print or Type. 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.	
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Denbury Resources Inc. Employee Stock Purchase Plan	
Full Name of Registrant	
 	
Not Applicable	
Former Name if Applicable	
 	
5100 Tennyson Parkway, Suite 1200	
Address of Principal Executive Office (Street and Number)	
 	
Plano, Texas 75024	
City, State and Zip Code	
 
PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense	
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and	
 	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.	
 
PART III — NARRATIVE
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
The Denbury Resources Inc. Employee Stock Purchase Plan (the "Registrant") is unable to file its Annual Report on Form 11-K ("11-K") for the fiscal year ended December 31, 2006 within the prescribed time period without unreasonable effort or expense due to unanticipated delays in the collection and compilation of certain information for preparation of the Registrant's financial statements and completion of the related audits. The Registrant will file the 11-K on or before the fifteenth calendar day following the prescribed due date.

SEC 1344 (03-05)	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.	

(Attach extra Sheets if Needed)
 
PART IV — OTHER INFORMATION

(1)	 	Name and telephone number of person to contact in regard to this notification	
 	 	Mark C. Allen	 	972	 	673-2000	
 	 	(Name)	 	(Area Code)	 	(Telephone Number)	
 	 	 	
(2)	 	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).	
 	 	 	
 	 	 	 	 	 	x  Yes     o  No	
 	 	 	 	 	 	 	
(3)	 	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?	
 	 	 	
 	 	 	 	 	 	o  Yes     x  No	
 	 	 	 	 	 	 	
 	 	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.	
 
Denbury Resources Inc. Employee Stock Purchase Plan

(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	April 3, 2007	 	 	By	/s/ Mark C. Allen	
 	 	 	 	Mark C. Allen, Chief Accounting Officer of Denbury Resources Inc. on behalf of the Compensation Committee of the Board of Directors of Denbury Resources Inc.	
 
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 	ATTENTION	 	
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).