As filed with the Securities and Exchange Commission on December 30, 2003
Registration No. 333-70485
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DENBURY RESOURCES INC.
 (Exact name of Registrant as specified in its charter)

        Delaware                                   20-0467835
(State of Incorporation)              (I.R.S. Employer Identification No.)

                       Denbury Resources Inc.
                         Plano, Texas 75024
         (Address of Principal Executive Offices) (Zip Code)	

DENBURY RESOURCES INC. AMENDED AND RESTATED STOCK OPTION PLAN
DENBURY RESOURCES INC. EMPLOYEE STOCK PURCHASE PLAN
 (Full Title of the Plan)
Phil Rykhoek, Chief Financial Officer
5100 Tennyson Parkway, Suite 3000
Plano, Texas 75024
(972) 673-2000
(Name, adress and telephone number, including area code, of agent for service)
Copies to:
Donald W. Brodsky
Jenkens & Gilchrist
A Professional Corporation
1401 McKinney Street, Suite 2700
Houston, Texas 77010
(713) 951-3300

POST-EFFECTIVE AMENDMENT NO. 1
This Post-Effective Amendment No. 1 to Registration Statement 333-70485 on Form S-8 is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"), to reflect the new holding company organizational structure of Denbury Resources Inc. (the "Registrant"), effected in accordance with Section 251(g) of the Delaware General Corporation Law (the "DGCL") and the Registrant's status as the successor issuer to Denbury Resources Inc. as it was constituted prior to the Merger (as defined below).
The holding company organizational structure was effected pursuant to an Agreement and Plan of Merger to Form Holding Company (the "Merger Agreement") among Denbury Resources Inc. as it was constituted prior to the effectuation of the new holding company structure (the "Predecessor"), the Registrant, and Denbury Onshore, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Registrant ("Onshore"). The Merger Agreement provides for the merger of the Predecessor into Onshore, with Onshore continuing as the surviving entity and as a wholly-owned subsidiary of the Registrant (the "Merger"). The Merger was consummated at 9:00 a.m. on December 29, 2003. Prior to the Merger, the Registrant was a direct, wholly-owned subsidiary of the Predecessor organized for the purpose of implementing the holding company organizational structure. Pursuant to Section 251(g) of the DGCL, stockholder approval of the Merger was not required. In connection with the Merger, the Registrant's name was changed to "Denbury Resources Inc."
By virtue of the Merger, all of the Predecessor's outstanding capital stock was converted, on a share for share basis, into capital stock of the Registrant. As a result, each stockholder of the Predecessor became the owner of an identical number of shares of capital stock of the Registrant. Additionally, each treasury share of the Predecessor, including those reserved for issuance of shares under the Employee Stock Purchase Plan of the Predecessor was automatically converted into a treasury share of the Registrant. Also, each outstanding option to purchase shares of the Predecessor's common stock under the Predecessor's Amended and Restated Stock Option Plan and Director Compensation Plan was automatically converted into an option to purchase, upon the same terms and conditions, an identical number of shares of the Registrant's common stock.
In accordance with Rule 414, the Registrant, as the successor issuer to the Predecessor, hereby expressly adopts Registration Statement No. 333-70485 on Form S-8 as its own for all purposes under the Securities Act and the Securities Exchange Act of 1934, as amended. This Registration Statement pertains to the Denbury Resources Inc. Amended and Restated Stock Option Plan and the Denbury Resources Inc. Employee Stock Purchase Plan. Registration fees were paid at the time of filing the original Registration Statement.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
(a) Exhibits
The following documents are filed as a part of this registration statement.

  Exhibit
   Number                               Document Description
------------- --------------------------------------------------------------------------
     5            Opinion of Jenkens & Gilchrist, A Professional Corporation

    15            Letter from  independent accountants as to unaudited condensed interim
                  financial information

    23            Consent of Deloitte & Touche LLP	

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-8 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 this 29th day of December, 2003.
DENBURY RESOURCES INC.

 /s/ Phil Rykhoek
------------------------------------
Phil Rykhoek
Senior Vice President and
Chief Financial Officer	

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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.

               Signatures                                        Title                                  Date
               ----------                                        -----                                  ----

         /s/ Ronald G. Greene*                Chairman of the Board of Directors               December 29, 2003
-----------------------------------------
Ronald G. Greene

         /s/ Gareth Roberts*                  Chief Executive Officer and President            December 29, 2003
-----------------------------------------     (Principal Executive Officer)
 Gareth Roberts

          /s/ Phil Rykhoek                    Senior Vice President and Chief Financial        December 29, 2003
-----------------------------------------     Officer
 Phil Rykhoek                                 (Principal Financial Officer)

          /s/ Mark Allen                      Vice President and Chief Accounting Officer      December 29, 2003
-----------------------------------------     (Principal Accounting Officer)
Mark Allen

         /s/ Carrie A. Wheeler                Director                                         December 29, 2003
-----------------------------------------
Carrie A. Wheeler

         /s/ David B. Miller                  Director                                         December 29, 2003
-----------------------------------------
David B. Miller

         /s/ Wieland F. Wettstein*            Director                                         December 29, 2003
-----------------------------------------
Wieland F. Wettstein	

*By     /s/ Phil Rykhoek
      -----------------------------------
      Phil Rykhoek	

*Attorney-in-Fact pursuant to
power of attorney contained in
original filing of this Registration Statement
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INDEX TO EXHIBITS

Exhibit                            Document Description
Number

5                          Opinion of Jenkens & Gilchrist, A Professional Corporation, regarding legality.

15                         Letter from independent accountants as to unaudited interim financial
                           information

23                         Consent of Deloitte & Touche LLP	

Exhibit 5

                                                Jenkens & Gilchrist                             Austin, Texas
                                            a professional corporation                         (512) 499-3800
                                                                                              Chicago, Illinois
                                                   1401 McKinney                               (312) 425-3900
                                                    Suite 2700                                  Dallas, Texas
                                               Houston, Texas 77010                            (214) 855-4500
                                                                                           Los Angeles, California
                                                  (713) 951-3300                               (310) 820-8800
                                             Facsimile (713) 951-3314                        New York, New York
   Donald Brodsky                                                                              (212) 704-6000
   (713) 951-3341                                 www.jenkens.com                           Pasadena, California
dbrodsky@jenkens.com                                                                           (626) 578-7400
                                                                                             San Antonio, Texas
                                                                                               (210) 246-5000
                                                                                              Washington, D.C.
                                                                                               (202) 326-1500	

December 29, 2003
Denbury Resources Inc.
5100 Tennyson Pkwy., Ste. 3000
Plano, Texas 75024
Ladies and Gentlemen:
We have acted as securities counsel to Denbury Resources Inc. (formerly Denbury Holdings, Inc.), a Delaware corporation (the "Company"), in connection with the Post-Effective Amendment No. 1 to Registration Statement No. 333-70485 on Form S-8 (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), with respect to the Company's adoption of the Registration Statement as the successor issuer to Denbury Resources Inc., a Delaware corporation, as it was constituted prior to 9:00 a.m. EST on December 29, 2003 (the "Predecessor"), pursuant to Rule 414 of the Act. The Registration Statement covers shares of common stock, par value $.001 per share, of the Company's ("Common Stock"), that may be issued by the Company under the Predecessor's Stock Option Plan and Employee Stock Purchase Plan (the "Plans"), which Plans have been adopted and assumed by the Company.
In connection therewith, we have examined and relied upon the original, or copies identified to our satisfaction, of (1) the Certificate of Incorporation, as amended, and the Bylaws, as amended, of the Company; (2) minutes and records of the corporate proceedings of the Company and the Predecessor with respect to the Plans, the issuance of the Common Stock pursuant to the Plans and related matters; (3) the Registration Statement and exhibits thereto, (4) the Plans, as amended; and (5) such other documents and instruments as we have deemed necessary for the expression of the opinions herein contained.
In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity

Denbury Resources Inc.
December 29, 2003
Page 2
to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion, and as to the content of the Registration Statement, minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy.
Based upon our examinations, and the consideration of, and reliance upon, the documents and other matters described above, and assuming that:
(1) the Common Stock to be issued in the future under the Plans will be duly issued and sold in accordance with the terms of the Plans, and pursuant to the terms of options issued under and in accordance with the terms of the Plans,
(2) the Company maintains an adequate number of authorized but unissued shares and/or treasury shares for issuance of Common Stock to be issued pursuant to options granted under the Plans, and
(3) the consideration for the Common Stock issued pursuant to exercise of options issued under the Option Plan is actually received by the Company as provided in the Plans and exceeds the par value of such Common Stock, we are of the opinion that the Common Stock issued or sold in accordance with the terms of the Plans, and pursuant to options issued under and in accordance with the terms of the Plans, will be duly and validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the General Corporation Law of the State of Delaware, and the federal laws of the United States of America and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. You should be aware that this firm is not admitted to the practice of law in the State of Delaware and the opinion herein as to the General Corporation Law of the State of Delaware is based solely upon unofficial compilations thereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendments thereto and to references to us included in or made a part of the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Denbury Resources Inc.
December 29, 2003
Page 3
Respectfully submitted,
Jenkens & Gilchrist, A Professional Corporation

By:    /s/ Donald W. Brodsky
       ----------------------------------------
       Donald W. Brodsky	

Exhibit 15
Denbury Resources Inc.:
We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited consolidated interim financial information of Denbury Resources Inc. (the "Company") for the periods ended March 31, 2003 and 2002, June 30, 2003 and 2002, and September 30, 2003 and 2002, as indicated in our reports dated May 13, 2003, August 7, 2003, and November 12, 2003, respectively; because we did not perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, are being used in this Amendment No. 1 to Registration Statement No. 333-70485 of Denbury Resources Inc.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

Dallas, Texas
December 29, 2003	

Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-70485 of Denbury Resources Inc. of our report dated March 3, 2003, appearing in the Annual Report on Form 10-K of Denbury Resources Inc. for the year ended December 31, 2002.

/s/ Deloitte & Touche LLP

Dallas, Texas
December 29, 2003