Exhibit 3(a)

                            CERTIFICATE OF AMENDMENT
                                       OF
                    RESTATED CERTIFICATE OF INCORPORATION OF
                             DENBURY RESOURCES INC.


     It is hereby certified that:

     1. The name of the corporation  (the  "Corporation")  is Denbury  Resources
Inc.

     2. The restated  certificate of  incorporation of the Corporation is hereby
amended by deleting  the first  paragraph of Article IV and by  substituting  in
lieu of that paragraph the following:

          "The aggregate number of shares of all classes of stock which the
     Corporation  shall  have  authority  to issue is  275,000,000  shares,
     consisting of: (i) 250,000,000 shares of common stock, par value $.001
     per  share  (the  "Common  Stock"),  and  (ii)  25,000,000  shares  of
     preferred  stock,  par value $.001 per share (the "Preferred  Stock").
     Shares of any class of capital stock of the  Corporation may be issued
     for such consideration and for such corporate purposes as the Board of
     Directors of the Corporation  (the "Board of Directors") may from time
     to time  determine.  Each  outstanding  share of Common Stock shall be
     entitled to one vote."

     3. As of the close of business on October 31, 2005 (the "Effective  Date"),
each one (1) issued share of Common  Stock  immediately  prior to the  Effective
Date  (including  shares  held  in  the  treasury  of  the  Corporation)   shall
automatically be split into two (2) validly issued, fully paid and nonassessable
shares of Common  Stock,  par value  one-tenth  of a cent  ($0.001)  per  share,
without  any  action  on the part of the  holder  thereof.  Promptly  after  the
Effective Date, each holder of Common Stock  immediately  prior to the Effective
Date shall be entitled to receive  such  number of  additional  shares of Common
Stock,  par value  one-tenth of a cent  ($0.001) per share,  as is equal to such
number of shares of Common  Stock,  par value  one-tent of a cent  ($0.001)  per
share, held immediately prior to the Effective Date.

     4. The  amendment  of the  restated  certificate  of  incorporation  herein
certified has been duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.


                            [Signature page follows.]





     IN WITNESS  WHEREOF this  Certificate  of Amendment  has been  executed for
Denbury Resources Inc. by Phil Rykhoek, its Secretary, this 19th day of October,
2005.



                                                   /s/ Phil Rykhoek
                                                   ----------------------------
                                                   Phil Rykhoek, Secretary