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 June 30, 2005 (the "Report") of Denbury Resources Inc. ("Denbury")
as filed with the Securities and Exchange  Commission on August 8, 2005, 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:  August 8, 2005                   /s/ Gareth Roberts
                                         -------------------------------------
                                         Gareth Roberts
                                         President and Chief Executive Officer


Dated:  August 8, 2005                   /s/ Phil Rykhoek
                                         -------------------------------------
                                         Phil Rykhoek
                                         Sr. Vice President and
                                         Chief Financial Officer