EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)____.

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(formerly known as TEXAS COMMERCE BANK NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)

ORGANIZED UNDER THE LAWS OF 75-1992896
THE UNITED STATES OF AMERICA (I.R.S. employer
(State of incorporation identification no.)
if not a National Bank)

P.O. BOX 2320 75221-2320
DALLAS,TEXAS (Zip Code)
(Address of principal executive offices)

LEE BOOCKER
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
600 TRAVIS
HOUSTON, TEXAS 77002
(713) 216-2448
(Name, address and telephone
number of agent for service)

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DENBURY MANAGEMENT, INC.
(Exact name of obligor as specified in its charter)

TEXAS 75-2294373

(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

17304 PRESTON ROAD, SUITE 200
DALLAS,TEXAS 75252
(Address of obligor's principal executive offices) (Zip Code)

% SENIOR SUBORDINATED NOTES DUE 2008
(Title of the indenture securities)

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ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising
authority to which it is subject.

NAME ADDRESS
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Comptroller of the Currency Washington, D.C.
Federal Reserve Bank Dallas, Texas
Federal Deposit Insurance Corporation Washington, D.C.
National Bank Examiners Dallas, Texas

(b) Whether it is authorized to exercise corporate trust
powers.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the Trustee, describe each
such affiliation.

None.

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as part of this statement of
eligibility:

Exhibit 1. A copy of the Articles of Association of the Trustee as now in effect.
Exhibit 2. A copy of the certificate of authority of the Trustee to commence business.
Exhibit 3. A copy of the authorization of the Trustee to exercise corporate trust powers.
Exhibit 4. A copy of the existing bylaws of the Trustee.
Exhibit 5. Not Applicable.
Exhibit 6. The consents of the United States institutional trustees required by Section 321(b) of
the Trust Indenture Act of 1939.
Exhibit 7. A copy of the latest report of condition of the Trustee published pursuant to law or
the requirements of its supervising or examining authority.
Exhibit 8. Not Applicable.
Exhibit 9. Not Applicable.

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Exhibit 1. Incorporated by reference to exhibit bearing the same designation and previously filed
with the Securities and Exchange Commission as exhibit to the Form S-3 File
No. 333-34045.
Exhibit 2 Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as
exhibit to the Form S-3 File No. 333-34045.
Exhibit 3. Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as
exhibit to the Form S-3 File No. 333-34045.
Exhibit 4. Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as
exhibit to the Form S-3 File No.333-34045.
Exhibit 6. Incorporated herewith.
Exhibit 7. Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as
exhibit to the Form S-3 File No. 333-34045.

NOTE: All Exhibits with a File No. reference were
filed under former name of Texas Commerce Bank
National Association

The answer to Item 2 is based in part on information provided or
confirmed by the obligor. The accuracy and completeness of such information is
hereby disclaimed by the Trustee.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Bank of Texas, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Dallas, and State of Texas, on the 15th day of January 1998.

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION

By: /s/ MICHAEL A. SCRIVNER
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Name: Michael A. Scrivner
Title: Vice President

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EXHIBIT 6

Chase Bank of Texas, National Association, as a condition to
qualification under the Trust Indenture Act of 1939, consents that reports of
examinations by federal, state, territorial, or district authorities may be
furnished by such authorities to the Securities and Exchange Commission of the
United States upon request of said Commission for said reports, as provided in
Section 321 of said Trust Indenture Act of 1939.

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION

By: /s/ MICHAEL A. SCRIVNER
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Name: Michael A. Scrivner
Title: Vice President
Date: January 15, 1997