Sec Form 4 Filing - PRICE WILLIAM III @ DENBURY RESOURCES INC - 2004-03-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PRICE WILLIAM III 2. Issuer Name and Ticker or Trading Symbol DENBURY RESOURCES INC [ DNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TEXAS PACIFIC GROUP, 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 03/22/2004 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 per share 03/22/2004 S 2,965,623 D $ 15.02 0 I Owned by TPG Funds ( 1 ) ( 2 ) Common Stock, par value $0.001 per share 03/22/2004 S 6,308,691 D $ 15.02 0 I Owned by TPG Funds ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PRICE WILLIAM III C/O TEXAS PACIFIC GROUP 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X Signatures Richard Ekleberry on behalf of William S. Price III (5) 03/24/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )William S. Price III ("Price") is a director, officer and shareholder of TPG Advisors, Inc. ("Advisors"), which is the general partner of TPG GenPar, L.P. ("GenPar"), which in turn is the sole general partner of each of TPG Partners, L.P ("Partners") and TPG Parallel I, L.P. ("Parallel"), which are the direct beneficial owners of certain of the securities reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended (the "Act"), each of Price, Advisors and GenPar is deemed to be the beneficial owner of the shares of the Issuer beneficially owned by Partners and Parallel only to the extent of the greater of their respective direct or indirect interest in the profits or capital account of Partners and Parallel. ( 2 )Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Price, Advisors or GenPar is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Partners or Parallel in excess of such amount. ( 3 )Price is also a director, officer and shareholder of TPG Advisors II, Inc. ("Advisors II"), which is the general partner of each of TPG 1999 Equity Partners II, L.P. ("Equity Partners") and TPG GenPar II, L.P. ("GenPar II"), which in turn is the sole general partner of each of TPG Partners II, L.P. ("Partners II"), TPG Parallel II, L.P. ("Parallel II") and TPG Investors II, L.P. ("Investors II", together with Equity Partners, Partners II and Parallel II, "TPG II Funds"), which are the direct beneficial owners of certain of the securities reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Act, each of Price, Advisors II and GenPar II is deemed to be the beneficial owner of the shares of the Issuer beneficially owned by TPG II Funds only to the extent of the greater of their direct or indirect interest in the profits or capital account of TPG II Funds. ( 4 )Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Price, Advisors II or GenPar II is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by such funds in excess of such amount.

Remarks: (5) Richard A. Ekleberry signing on behalf of the Reporting Person pursuant to an authorization and designation letter dated July 14, 2003, which was filed previously with the Securities and Exchange Commission.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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