Exhibit 32

      Certification of Chief Executive Officer and Chief Financial Officer
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


In  connection  with the  accompanying  Quarterly  Report  on Form  10-Q for the
quarter  ended  September  30, 2003 (the  "Report")  of Denbury  Resources  Inc.
("Denbury") as filed with the Securities and Exchange Commission on November 12,
2003, each of the undersigned,  in his capacity as an officer of Denbury, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

     1.   The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended; and

     2.   The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of Denbury.




                                                /s/ Gareth Roberts
Dated:  November 12, 2003         ----------------------------------------------
                                                    Gareth Roberts
                                           President and Chief Executive Officer



                                               /s/ Phil Rykhoek
Dated:  November 12, 2003         ----------------------------------------------
                                                Phil Rykhoek
                                  Sr. Vice President and Chief Financial Officer



This certification made in accordance with Section 906 of the Sarbanes-Oxley Act
of 2002 accompanies the Quarterly Report on Form 10-Q of Denbury for the quarter
ended  September  30,  2003.  This  certification  shall not be deemed  filed by
Denbury for purposes of Section 18 of the Securities and Exchange Act of 1934.