Item 7(c)
                                  Exhibit (23)
                       Consent of Price Waterhouse LLP




                                       16









                       CONSENT OF PRICE WATERHOUSE LLP




     We hereby  consent to the  incorporation  by reference in the  Registration
Statement  on Form S-8 (No.  33-1006)  of Denbury  Resources  Inc. of our report
dated  December 19, 1997  apprearing  on page 4 of this  Current  Report on Form
8-K/A.



/s/  PRICE WATERHOUSE LLP

San Francisco, California
January 20, 1998


                                      17