##### Table of Contents



As filed with the Securities and Exchange Commission on
    March 29, 2007
 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
  Delaware

DENBURY RESOURCES
    INC.

20-0467835Delaware

DENBURY ONSHORE, LLC

20-0467798Delaware

DENBURY GATHERING &
    MARKETING, INC.

75-3056150Delaware

DENBURY OPERATING
    COMPANY

20-0467368Louisiana

DENBURY MARINE,
    L.L.C.

72-1311038Mississippi

TUSCALOOSA ROYALTY FUND
    LLC

73-1668201(State of
    incorporation)

(Exact name of
    Registrant)

(I.R.S. Employer
    Identification No.)   1311
 (Primary Standard
    Industrial
 Classification Code
    Number)
  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:
  Donald W. Brodsky

Gary L. SellersBaker & Hostetler
    LLP

Simpson Thacher &
    Bartlett LLP1000 Louisiana Street

425 Lexington AvenueSuite 2000

New York, NY 10017Houston, Texas 77002

(212) 455-2695(713) 646-1335     o
  þ
  o
  o
  þ
  o
  CALCULATION OF REGISTRATION FEE
  Title of Each
    Class of


Proposed
    Maximum


Amount ofSecurities to be
    Registered


Offering
    Price


Registration
    FeeSenior Subordinated Notes due 2015


$125,000,000


$3,837.50Subsidiary Guarantees


(1)


(1)   (1)
    
    No separate consideration will be
    received for the Subsidiary Guarantees.




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The
information in this prospectus is not complete and may be
changed. This prospectus is not an offer to sell these
securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not
permitted.  Subject to
    completion, dated March 29, 2007
  Prospectus
  
  Denbury Resources
    Inc.
  $125,000,000
 71/2% Senior
    Subordinated Notes due 2015
  Interest payable June 15 and
    December 15
   Issue
    price:  %
  1 2 1 2 1 2 1 2
      Investing in the notes involves risks. See Risk
    factors beginning on page 8.
  Underwriting
    discounts

Proceeds to
    DenburyPrice to
    public1

and
    commissions

Resources
    Inc.1Per note


%


%


%Total

$


$


$  (1)
    
    Plus accrued interest from
    December 15, 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.
      Sole book-running manager
 JPMorgan
  March   , 2007




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##### 



About this
    prospectus
    
  Table of
    contents
  PageSummary


1Risk
    factors


8Ratio of earnings
    to fixed charges


12Use of
    proceeds


12Capitalization


13Description of the
    notes


14Material
    U.S. federal income tax considerations


65Underwriting


72Legal
    matters


74Experts


74Glossary


75First Supplemental IndentureOpinion of Baker & Hostetler LLPOpinion of Baker & Hostetler LLPComputation of ratio of Earnings to Fixed ChargesConsent of DeGolyer and MacNaughtonConsent of PricewaterhouseCoopers LLPStatement of Eligibility on Form T-1        (972) 673-2000.
 i




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Forward-looking
    statements
    
    CO2
    availability, deliverability and tertiary production targets;
    other anticipated capital expenditures and budgets;
    future cash flows and borrowings;
    pursuit of potential future acquisition or drilling
    opportunities; and
    sources of funding for exploration and development.    
    fluctuations of the prices received or demand for oil and
    natural gas;
    uncertainty of drilling results, reserve estimates and reserve
    replacement;
    operating hazards;
    acquisition risks;
    reservoir response to
    CO2
    injections;
    unexpected substantial variances in capital requirements;
    environmental matters; and
    general economic conditions.  Form 10-K
   ii




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Where you can
    find more information
  1-800-SEC-0330
  Form S-3
  Form 8-K)
  Form 10-K
  Form 8-K/A
  (972) 673-2000.
 iii




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Summary  In this prospectus, when we use the terms
    Denbury, the Company, we or
    our, we mean Denbury Resources Inc. and its
    subsidiaries on a consolidated basis, unless otherwise indicated
    or the context requires otherwise. References to oil and natural
    gas prices used in this prospectus, mean the NYMEX WTI oil price
    and the Henry Hub natural gas cash price per MMbtu, unless
    otherwise indicated. Oil and natural gas terms used in this
    prospectus are defined in the Glossary section.
  The
    company
  2
  2 2 Form 10-K
  Business
    strategy
    
    remain focused in specific regions;
    acquire properties where we believe additional value can be
    created through a combination of exploitation, development,
    exploration and marketing, including secondary and tertiary
    operations;
    acquire properties that give us a majority working interest and
    operational control or where we believe we can ultimately obtain
    it;
    maximize the value of our properties by increasing production
    and reserves while reducing cost; and
    maintain a highly competitive team of experienced and
    incentivized personnel.
 1




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The
    offering
  Issuer
    
    Denbury Resources Inc.Notes offered
    
    $125,000,000 aggregate principal amount of additional
    71/2% Senior
    Subordinated Notes due 2015. On December 21, 2005, we
    issued and sold $150,000,000 of
    71/2% Senior
    Subordinated Notes due 2015. The additional notes offered hereby
    will trade as a single class of notes with our previously issued
    71/2% Senior
    Subordinated Notes due 2015. As used herein, the term
    additional notes refers to the additional notes
    offered hereby and the term notes refers to both the
    additional notes and our previously issued
    71/2% Senior
    Subordinated Notes due 2015.Maturity
    
    December 15, 2015Interest
    
    71/2% per
    annum, payable semi-annually in arrears on June 15 and December
    15 of each year, commencing June 15, 2007.Optional redemption
    
    Except as set forth below, we cannot redeem the notes before
    December 15, 2010. On and after December 15, 2010, we
    can redeem some or all of the notes in cash at the redemption
    prices described in this prospectus, plus accrued and unpaid
    interest to the date of redemption. In addition, at any time and
    from time to time, on and before December 15, 2008, we may
    redeem up to 35% of the notes with the proceeds of certain
    equity offerings.Change of control
    
    If a change of control occurs, subject to certain conditions, we
    must give holders of the notes an opportunity to sell us the
    notes at a purchase price of 101% of the principal amount of the
    notes, plus accrued and unpaid interest to the date of the
    purchase. See Description of the notesChange of
    control.Guarantees
    
    The payment of the principal, premium and interest on the notes
    are fully and unconditionally guaranteed on a senior
    subordinated basis by some of our current and future domestic
    subsidiaries. The subsidiary guarantees are subordinated to all
    existing and future senior indebtedness of our guarantor
    subsidiaries, including their guarantees of our obligations
    under our bank credit facility. See Description of the
    notesGuarantees.Ranking
    
    The notes are our senior subordinated unsecured obligations. The
    notes and the guarantees rank: junior to all of our and the guarantors
    existing and future senior indebtedness; equally with any of our and the guarantors
    existing and future senior subordinated indebtedness; and senior to any of our and the guarantors
    existing and future subordinated indebtedness.
 2




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As of December 31, 2006, after giving pro forma effect to
    this offering and the application of the net proceeds from this
    offering, the notes would have ranked junior to approximately
    $9.0 million of senior indebtedness, all of which would
    have been secured. See Description of the
    notesRanking.Covenants
    
    The indenture governing the notes contains covenants which limit
    our ability and certain of our subsidiaries ability to: incur additional debt; pay dividends on our capital stock or redeem,
    repurchase or retire our capital stock or subordinated debt; make investments; create liens on our assets; create restrictions on the ability of our restricted
    subsidiaries to pay dividends or make other payments to us; engage in transactions with our affiliates; transfer or sell assets; and consolidate, merge or transfer all or substantially
    all of our assets and the assets of our subsidiaries.These covenants are subject to important exceptions and
    qualifications, which are described under the caption
    Description of the notesCertain covenants.Use of proceeds
    
    We plan to use the net proceeds from this offering to repay a
    portion of our current borrowings under our bank credit
    facility, which were approximately $180.0 million as of
    March 25, 2007. See Use of proceeds. Risk
    factors
 3




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Summary
    consolidated financial data
  Form 10-K
  Year ended
    December 31,(dollars
    in thousands)

2004


2005

2006Statement of operations
    Data:Revenues:Oil, natural gas and related
    product sales

$
444,777


$
549,055

$
716,557CO2
    sales


6,276



8,119


9,376Loss on effective hedge contracts


(70,469
)





Interest income and other


2,388



3,218


5,603Total revenues

$
382,972


$
560,392

$
731,536Expenses:Lease operating expenses


87,107



108,550


167,271Production taxes and marketing
    expenses


18,737



27,582


36,351CO2
    operating expenses


1,338



2,251


3,190General and administrative


21,461



28,540


43,014Depreciation, depletion, and
    amortization


97,527



98,802


149,165Interest, net of amounts
    capitalized


19,468



17,978


23,575Commodity derivative expense
    (income)


15,358



28,962


(19,828
)Total expenses

$
260,996


$
312,665

$
402,738Equity in net income (loss) of
    Genesis Energy


(136
)


314


776Income before income taxes

$
121,840


$
248,041

$
329,574Income tax provision:Current income taxes


22,929



27,177


19,865Deferred income taxes


16,463



54,393


107,252Total income taxes


39,392



81,570


127,117Net income

$
82,448


$
166,471

$
202,457
 4




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Year ended
    December 31,(dollars
    in thousands)

2004


2005


2006Other financial data:Oil and gas capital expenditures

$
178,070


$
379,236


$
826,327CO2
    capital expenditures


50,265



78,726



63,586Net cash provided by operating
    activities


168,652



360,960



461,810Net cash used for investing
    activities1


(93,550
)


(383,687
)


(856,627
)Net cash provided by (used for)
    financing activities


(66,251
)


154,777



283,601Balance sheet data (at end of
    period):Oil and gas properties,
    net2

$
659,855


$
940,786


$
1,612,688Total assets


992,706



1,505,069



2,139,837Long-term debt, including current
    portion


227,956



380,035



514,844Stockholders equity


541,672



733,662



1,106,059   (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.
 5




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Summary oil and
    natural gas reserve data
    field-by-field
  As of
    December 31,2004

2005

2006Estimated proved
    reserves:Oil (MBbls)


101,287


106,173


126,185Natural gas (MMcf)


168,484


278,367


288,826Oil equivalent (MBOE)


129,369


152,568


174,322Carbon Dioxide
    (MMcf)1


2,664,633


4,645,702


5,525,948Percentage of total
    MBOE:Proved producing


39%


40%


48%Proved non-producing


16%


16%


17%Proved undeveloped


45%


44%


35%Representative oil and gas
    prices2:Oil

$
43.45

$
61.04

$
61.05Natural gas


6.18


10.08


5.63Present values (in
    thousands)3:Discounted estimated future net
    cash flow before income taxes
    (PV-10 Value)

$
1,643,289

$
3,215,478

$
2,695,199Standardized measure of discounted
    future net cash flows after income taxes

$
1,129,196

$
2,084,449

$
1,837,341Average reserve life
    index4


10.7


14.0


13.0   (1)
    
    Based on a gross working interest
    basis and includes reserves dedicated to volumetric production
    payments of 178.7 Bcf at December 31, 2004,
    237.1 Bcf at December 31, 2005 and 210.5 Bcf at
    December 31, 2006.(2)
    
    Oil reference prices as of each
    respective period end were based on NYMEX WTI oil prices per Bbl
    and natural gas reference prices as of each respective period
    end were based on 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.
 6




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Summary operating
    data
    Year ended
    December 31,2004


2005


2006Average daily production
    volumes:Oil (Bbls)


19,247



20,013



22,936Natural gas
    (Mcf)1


82,224



58,696



83,075BOE2


32,951



29,795



36,782Unit sales prices (excluding
    impact of derivative settlements):Price per Bbl of oil

$
36.46


$
50.30


$
59.87Price per Mcf of natural gas


6.24



8.48



7.10Unit sales prices (including
    impact of derivative settlements):Price per Bbl of oil

$
27.36


$
50.30


$
59.23Price per Mcf of natural gas


5.57



7.70



7.10Per BOE
    data:2Oil, natural gas and related
    product sales

$
36.88


$
50.49


$
53.37Loss on settlements of derivative
    contracts


(7.01
)


(1.54
)


(0.39
)Lease operating expenses


(7.22
)


(9.98
)


(12.46
)Production taxes and marketing
    expenses


(1.55
)


(2.54
)


(2.71
)Production netback

$
21.10


$
36.43


$
37.81Non-tertiary
    CO2
    operating margin


0.41



0.54



0.46General and administrative expenses


(1.78
)


(2.62
)


(3.20
)Net cash interest expense


(1.34
)


(1.28
)


(1.26
)Current income taxes and other


(1.78
)


(1.50
)


(0.41
)Changes in assets and liabilities
    relating to operations


(2.63
)


1.62



1.00Cash flow from operations

$
13.98


$
33.19


$
34.40   (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.
 7




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Risk
    factors
  Form 10-K
  Risks related to
    our indebtedness and the notes
  Our level of
    indebtedness may adversely affect operations and limit our
    growth.
      
    a substantial portion of our cash flows from operations may be
    dedicated to servicing our indebtedness and would not be
    available for other purposes;
    our business may not generate sufficient cash flow from
    operations to enable us to continue to meet our obligations
    under our indebtedness;
    our level of indebtedness may impair our ability to obtain
    additional financing in the future for working capital, capital
    expenditures, acquisitions or general corporate and other
    purposes;
    our interest expense may increase in the event of increases in
    interest rates, because certain of our borrowings are at
    variable rates of interest;
    our vulnerability to general adverse economic and industry
    conditions may increase, potentially restricting us from making
    acquisitions, introducing new technologies or exploiting
    business opportunities; 8




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
    our ability to borrow additional funds, dispose of assets, pay
    dividends and make certain investments may be limited by the
    covenants contained in the agreements governing our outstanding
    indebtedness; and
    our debt covenants may also affect our flexibility in planning
    for, and reacting to, changes in the economy and in our
    industry. Our failure to comply with such covenants could result
    in an event of default under such debt instruments which, if not
    cured or waived, could have a material adverse effect on us.    Your right to
    receive payments on the notes is junior to our existing senior
    indebtedness and the existing senior indebtedness of our
    subsidiary guarantors.
       9




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The notes are not
    secured by our assets nor those of our subsidiary
    guarantors.
    If we undergo a
    change of control, we may not have the ability to raise the
    funds necessary to finance the change of control offer required
    by the indenture governing the notes, which would violate the
    terms of the notes.
    A subsidiary
    guarantee could be voided if it constitutes a fraudulent
    transfer under U.S. bankruptcy or similar state law, which
    would prevent the holders of the notes from relying on that
    subsidiary to satisfy claims.
    
    was insolvent or rendered insolvent by reason of such incurrence;
    was engaged in a business or transaction for which the
    guarantors remaining assets constituted unreasonably small
    capital; or 10




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
    intended to incur, or believed that it would incur, debts beyond
    its ability to pay those debts as they mature.        
    the sum of its debts, including contingent liabilities, was
    greater than the fair saleable value of all its assets;
    the present fair saleable value of its assets were less than the
    amount that would be required to pay its probable liability on
    its existing debts, including contingent liabilities, as they
    became absolute and mature; or
    it could not pay its debts as they became due.    You cannot be
    sure that there will be an active trading market for the
    additional notes.
   11




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Ratio of earnings
    to fixed charges    Year ended
    December 31,2002


2003


2004


2005


2006Ratio of earnings to fixed charges


3.6
x


4.3
x


7.0
x


12.7
x


9.5
x     
    income from continuing operations before income taxes and equity
    method earnings of affiliates;
    plus fixed charges and distribution income of equity investees.    
    interest expense (including amounts capitalized);
    amortization of debt discount and issuance cost (expensed and
    capitalized); and
    that portion of rental expense which we believe to be
    representative of an interest factor.  Use of
    proceeds     12




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Capitalization    
    on an actual basis.
    on an as adjusted basis to give effect to this offering and the
    application of the net proceeds of this offering.  December 31,
    2006(dollars
    in thousands)

Actual

As
    adjustedCash and cash equivalents

$
53,873

$
52,123
1Long-term debt:Capital lease
    obligations2

$
6,387

$
6,387Bank credit
    facility3


134,000


9,00071/2% Senior
    Subordinated Notes due
    20134


225,000


225,00071/2% Senior
    Subordinated Notes due 2015


150,000


275,000Total long term debt


515,387


515,387Stockholders equity


1,106,059


1,106,059Total capitalization

$
1,621,446

$
1,621,446   (1)
    
    Adjusted for estimated fees and
    expenses related to this offering.(2)
    
    Excludes current portion of capital
    lease obligations totaling $671,000.(3)
    
    As of March 25, 2007,
    borrowings under our bank credit facility were approximately
    $180.0 million.(4)
    
    Excludes unamortized discount of
    approximately $1.2 million. 13




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Description of
    the notes    General
  1 2 1 2 1 2 1 2
  Terms of the
    Notes
  360-day 30-day
     14




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1 2
  Optional
    redemption
  12-month
  Period

Redemption
    price2010


103.75%2011


102.50%2012


101.25%2013 and thereafter


100.00%          15




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Mandatory
    redemption; offers to purchase; open market purchases
    Guarantees
             16




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Ranking
  Senior
    Indebtedness versus Notes
            Other Senior
    Subordinated Indebtedness versus Notes
  1 2
 17




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Liabilities of
    non-guarantor Subsidiaries versus Notes
    Payment of
    Notes
       18




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360-day
           19




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Book-entry,
    delivery and form
        Depository
    procedures
     20




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Except as described below, owners of an interest in the
    Global Notes will not have Notes registered in their names, will
    not receive physical delivery of Notes in certificated form and
    will not be considered the registered owners or
    holders thereof under the Indenture for any
    purpose.
     21




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same-day
      Exchange of
    Global Notes for Certificated Notes
           22




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Exchange of
    Certificated Notes for Global Notes
    Same day
    settlement and payment
  Same-Day
  Change of
    control
    Rules 13d-3 13d-5
   23




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Certain
    covenants
    Limitation on
    indebtedness.
                 26




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provided
 27




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Incurrence of
    layered indebtedness.
    Limitation on
    restricted payments.
  :
               28




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29




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Limitation on
    restrictions on distributions from restricted
    subsidiaries.
           30




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Limitation on
    sales of assets and subsidiary stock.
  12-month
         31




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Limitation on
    affiliate transactions.
               32




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Limitation on
    liens.
    Merger and
    consolidation.
       33




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SEC
    reports.
   34




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Future subsidiary
    guarantors.
    Defaults
                   35




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60-day
   36




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Amendments and
    waivers
                           37




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Transfer
    Defeasance
   38




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Concerning the
    trustee
       39




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Governing
    law
    Certain
    definitions
                 40




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sale-and-leaseback
     46




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write-up
                   47




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take-or-pay
       50




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return-of-money
 57




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Rule 1-02 Regulation S-X
           62




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P-2 A-2
             63




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Material
    U.S. federal income tax considerations  Non-U.S. Holders Non-U.S. Holders
      Considerations
    relating to U.S. Holders
    
    an individual citizen or resident of the U.S.; 65




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
    a corporation (or any other entity treated as a corporation for
    U.S. federal income tax purposes) created or organized in or
    under the laws of the U.S., any state thereof or the District of
    Columbia;
    an estate whose income is includible in gross income for
    U.S. federal income tax purposes, regardless of its
    source; or
    a trust whose administration is subject to the primary
    supervision of a U.S. court and which has one or more
    U.S. persons who have the authority to control all
    substantial decisions of the trust, or that has a valid
    election in effect under applicable Treasury regulations to be
    treated as a U.S. person.    Pre-issuance
    accrued interest
    Payments of
    qualified stated interest
  1 2
  Original issue
    discount
  de minimis
 66




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Amortizable bond
    premium
  i.e.
    Additional
    payments
   67




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##### Table of Contents



yield-to-maturity yield-to-maturity
  Sale, retirement
    or disposition
    Backup
    withholding and information reporting
    
    furnish his, her or its taxpayer identification number (social
    security or employer identification number);
    certify that his, her or its number is correct;
    certify that he, she, or it is not subject to backup
    withholding; or
    otherwise comply with the applicable requirements of the backup
    withholding rules. 68




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Considerations
    relating to
    Non-U.S. Holders
  Non-U.S. Holder
  Payment of
    interest
  Non-U.S. Holder
  Non-U.S. Holder,
        Non-U.S. Holder
  Non-U.S. Holder,
  Form W-8BEN
  
    such beneficial owner timely files the IRS
    Form W-8BEN
    with the withholding agent; or
    in the case of notes held on behalf of a beneficial owner by a
    securities clearing organization, bank or other financial
    institution that holds customers securities in the
    ordinary course of its trade or business, the financial
    institution files with the withholding agent a statement that it
    has received the
    Form W-8BEN
    (or a suitable substitute or successor form) from the
    Non-U.S. Holder
    or from another financial institution acting on behalf of that
    Non-U.S. Holder,
    timely furnishes the withholding agent with a copy thereof and
    otherwise complies with the applicable certification
    requirements. A withholding agent, as used herein, is generally
    the last U.S. payor (or a
    non-U.S. payor
    who is a qualified intermediary, U.S. branch of a foreign
    person, or a withholding foreign partnership) in the chain of
    payment prior to payment to a
    Non-U.S. Holder
    (which itself is not a withholding agent).  Non-U.S. Holder,
 69




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Non-U.S. Holders, Non-U.S. Holders
  Form W-8ECI Form W-8BEN
  Sale, retirement
    or disposition
  Non-U.S. Holder
  
    the
    Non-U.S. Holder
    is an individual who is present in the U.S. for a period or
    periods aggregating 183 or more days in the taxable year of the
    disposition and certain other conditions are met; or
    such gains are effectively connected with the conduct by the
    Non-U.S. Holder
    of a trade or business within the U.S. (and, if required by an
    applicable income tax treaty, are attributable to a U.S.
    permanent establishment of the Non-U.S. Holder).  U.S. trade
    or business
  Non-U.S. Holder
  (ii) Non-U.S. Holders
  Backup
    withholding and information reporting
  Non-U.S. Holder Form 1042-S
 70




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Non-U.S. Holder Non-U.S. Holder Non-U.S. HoldersPayment Non-U.S. HoldersPayment
  Non-U.S. Holders Non-U.S. Holder Non-U.S. Holders
 71




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Underwriting    Underwriter

Principal
    amountJ.P. Morgan Securities Inc.

$
112,500,000Johnson Rice & Company
    L.L.C.


12,500,000Total

$
125,000,000              72




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73




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Legal
    matters   Experts  Form 10-K
  and/or
 74




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Glossary    Bbl
    
    One stock tank barrel, of 42 U.S gallons liquid volume, used
    herein in reference to crude oil or other liquid hydrocarbons.Bbls/d
    
    Barrels of oil produced per day.Bcf
    
    One billion cubic feet of natural gas or
    CO2.BOE
    
    One barrel of oil equivalent using the ratio of one barrel of
    crude oil, condensate or natural gas liquids to 6 Mcf of
    natural gas.BOE/d
    
    BOEs per day.Btu
    
    British thermal unit, which is the heat required to raise the
    temperature of a one-pound mass of water from 58.5 to 59.5
    degrees Fahrenheit.CO2
    
    Carbon Dioxide.MBbls
    
    One thousand barrels of crude oil or other liquid hydrocarbons.MBOE
    
    One thousand BOEs.Mbtu
    
    One thousand Btu.Mcf
    
    One thousand cubic feet of natural gas or
    CO2.Mcf/d
    
    One thousand cubic feet of natural gas or
    CO2
    produced per day.Mcfe
    
    One thousand cubic feet of natural gas equivalent using the
    ratio of one barrel of crude oil, condensate or natural gas
    liquids to 6 Mcf of natural gas.Mcfe/d
    
    Mcfes produced per day.MMBbls
    
    One million barrels of crude oil or other liquid hydrocarbons.MMBOE
    
    One million BOEs.MMBtu
    
    One million Btus.MMcf
    
    One million cubic feet of natural gas or
    CO2.PV-10 Value
    
    When used with respect to oil and natural gas reserves,
    PV-10 Value
    means the estimated future gross revenue to be generated from
    the production of proved reserves, net of estimated production
    and future development costs and abandonment, using prices and
    costs in effect at the determination date, and before income
    taxes, discounted to a present value using an annual discount
    rate of 10% in accordance with the guidelines of the Securities
    and Exchange Commission. 75




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Proved Developed Reserves*
    
    Reserves that can be expected to be recovered through existing
    wells with existing equipment and operating methods.Proved Reserves*
    
    The estimated quantities of crude oil, natural gas and natural
    gas liquids that geological and engineering data demonstrate
    with reasonable certainty to be recoverable in future years from
    known reservoirs under existing economic and operating
    conditions.Proved Undeveloped Reserves*
    
    Reserves that are expected to be recovered from new wells on
    undrilled acreage or from existing wells where a relatively
    major expenditure is required.  *
    
    This definition is an abbreviated
    version of the complete definition as defined by SEC in
    Rule 4-10(a)
    of
    Regulation S-X.
    See www.sec.gov/divisions/corpfin/forms/regs-x.pdf for the
    complete definition. 76




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##### Table of Contents



Part II
    Information not required in prospectus
  Item 14.
    Other expenses
    of issuance and distribution    SEC Registration Fee

$
3,837.50Accounting Fees


85,000.00Legal Fees and Expenses


200,000.00Printing and Engraving Fees and
    Expenses


80,000.00Trustee Fees


15,000.00Rating Agency Fee


65,000.00Miscellaneous


51,162.50Total

$
500,000.00   Item 15.
    Indemnification
    of officers and directors      
    we may advance expenses, including reasonable attorneys
    fees, to individuals entitled to indemnification;
    we may not take any action to diminish or reduce the rights of
    individual entitled to indemnification after the occurrence of
    the events to which the indemnification relates; and
    any person entitled to indemnification by us may bring suit
    against us if we do not pay them within 30 days after
    receiving a written demand for indemnification and, if
    successful, such person may recover their expenses for such
    suit, including attorneys fees, from us. In the suit, we
    will have the burden of proving any defense that the person is
    not eligible for indemnification under the DGCL.   II-1




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Item 16.
    Exhibits  Exhibit
    no.

Document
    description**1


Underwriting Agreement between
    Denbury Resources Inc., J.P. Morgan Securities Inc.
    and Johnson Rice & Company L.L.C.4
.1

Indenture for $150 million of
    71/2% Senior
    Subordinated Notes due 2015 among Denbury Resources Inc.,
    certain of its subsidiaries, and The Bank of New York Trust
    Company, N.A., successor in interest to JP Morgan Chase Bank, as
    trustee (incorporated by reference as Exhibit 4.1 of our
    Form 8-K
    filed December 9, 2005).*4
.2

Form of First Supplemental
    Indenture among Denbury Resources Inc., certain of its
    subsidiaries, and The Bank of New York Trust Company, N.A., as
    trustee covering the Additional Securities offered hereunder.4
.3

Restated Certificate of
    Incorporation of Denbury Resources Inc. filed with the Delaware
    Secretary of State on December 29, 2003 (incorporated by
    reference as Exhibit 3.1 of our
    Form 8-K
    filed December 29, 2003).4
.4

Certificate of Amendment of
    Restated Certificate of Incorporation of Denbury Resources Inc.
    filed with the Delaware Secretary of State on October 20,
    2005 (incorporated by reference as Exhibit 3(a) of our
    Form 10-Q
    filed November 8, 2005).4
.5

Bylaws of Denbury Resources Inc.,
    a Delaware corporation, adopted December 29, 2003
    (incorporated by reference as Exhibit 3.2 of our
    Form 8-K
    filed December 29, 2003).*5


Opinion of Baker &
    Hostetler LLP as to the validity of the Debt Securities being
    registered*8


Opinion of Baker &
    Hostetler LLP, relating to tax matters.*12


Denbury Resources Inc. Computation
    of Ratio of Earnings to Fixed Charges*23
.1

Consent of DeGolyer and MacNaughton*23
.2

Consent of PricewaterhouseCoopers
    LLP*23
.3

Consent of Baker &
    Hostetler LLP (included in Exhibits 5 and 8)*24


Power of Attorney (included on
    signature page)*25


Statement of
    Form T-1
    of Eligibility of Trustee for the Debt Securities   *
    
    Filed herewith**
    
    To be filed by amendment or
    Form 8-K II-2




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Item 17.
    Undertakings            provided, however
  bona fide
         II-3




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bona fide Provided,
    however
               II-4




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bona fide offering thereof.
 II-5




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Signatures
  Form S-3
    
  By:
    Phil Rykhoek   attorney-in-fact attorney-in-fact attorney-in-fact
  Signatures

Title

Date/s/  Gareth
    RobertsGareth
    Roberts

President, Chief Executive Officer
    and Director (Principal Executive Officer)

March 28, 2007/s/  Phil
    RykhoekPhil
    Rykhoek

Senior Vice President and Chief
    Financial Officer (Principal Financial Officer)

March 28, 2007/s/  Mark
    C. AllenMark
    C. Allen

Vice President and Chief
    Accounting Officer (Principal Accounting Officer)

March 28, 2007/s/  Ronald
    G. GreeneRonald
    G. Greene

Chairman of the Board and Director

March 28, 2007/s/  David
    I. HeatherDavid
    I. Heather

Director

March 26, 2007 II-6




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Signatures

Title

Date/s/  Greg
    McMichaelGreg
    McMichael

Director

March 23, 2007/s/  Randy
    SteinRandy
    Stein

Director

March 23, 2007/s/  Donald
    D. WolfDonald
    D. Wolf

Director

March 28, 2007/s/  Wieland
    WettsteinWieland
    Wettstein

Director

March 28, 2007  II-7




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##### Table of Contents



Signatures
  Form S-3
  
  
     attorney-in-fact attorney-in-fact attorney-in-fact
  Signatures

Title

Date/s/  Gareth
    RobertsGareth
    Roberts

President, Chief Executive Officer
    and Director (Principal Executive Officer)

March 28, 2007/s/  Phil
    RykhoekPhil
    Rykhoek

Senior Vice President, Chief
    Financial Officer and Director (Principal Financial Officer)

March 28, 2007/s/  Mark
    C. AllenMark
    C. Allen

Vice President and Chief
    Accounting Officer (Principal Accounting Officer)

March 28, 2007/s/  Ronald
    T. EvansRonald
    T. Evans

Director

March 28, 2007/s/  Robert
    CorneliusRobert
    Cornelius

Director

March 28, 2007  II-8




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##### Table of Contents



Signatures
  Form S-3
  
  
     attorney-in-fact attorney-in-fact attorney-in-fact
  Signatures

Title

Date/s/  Gareth
    RobertsGareth Roberts

President, Chief Executive Officer
    and Manager (Principal Executive Officer)

March 28, 2007/s/  Phil
    RykhoekPhil Rykhoek

Senior Vice President, Chief
    Financial Officer and Manager (Principal Financial Officer)

March 28, 2007/s/  Mark
    C. AllenMark C. Allen

Vice President and Chief
    Accounting Officer (Principal Accounting Officer)

March 28, 2007/s/  Ronald
    T. EvansRonald T. Evans

Manager

March 28, 2007/s/  Robert
    CorneliusRobert Cornelius

Manager

March 28, 2007  II-9




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Signatures
  Form S-3
     
  
    II-10




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##### Table of Contents



Index to
    exhibits
  Exhibit
    No.

Document
    Description4
.2

Form of First Supplemental
    Indenture among Denbury Resources Inc., certain of its
    subsidiaries and The Bank of New York Trust Company, N.A., as
    trustee covering the Additional Securities5


Opinion of Baker &
    Hostetler LLP as to the validity of the securities being
    registered hereunder8


Opinion of Baker &
    Hostetler LLP relating to tax matters12


Denbury Resources Inc. Computation
    of Ratio of Earnings to Fixed Charges23
.1

Consent of DeGolyer and MacNaughton23
.2

Consent of PricewaterhouseCoopers
    LLP25


Statement on
    Form T-1
    of Eligibility of Trustee for the Debt Securities  II-11