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, 2004 (the  "Report")  of Denbury  Resources  Inc.
("Denbury") as filed with the Securities and Exchange  Commission on November 8,
2004, 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.





Dated:  November 8, 2004                      /s/ Gareth Roberts
                                  ----------------------------------------------
                                              Gareth Roberts
                                  President and Chief Executive Officer




Dated:  November 8, 2004                      /s/ Phil Rykhoek
                                  ----------------------------------------------
                                                  Phil Rykhoek
                                  Sr. Vice President and Chief Financial Officer