Sec Form 4 Filing - WORTHEY MARK @ DENBURY RESOURCES INC - 2006-06-05

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 WORTHEY MARK 2. Issuer Name and Ticker or Trading Symbol DENBURY RESOURCES INC [ DNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr.VP Operations Until 6/5/06 (Last) (First) (Middle) 5100 TENNYSON PARKWAY, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2006 (Street) PLANO, TX75024 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 06/05/2006 D 304,500 ( 1 ) D $ 0 109,405 D Common Stock 06/05/2006 D 1,513 ( 2 ) D $ 0 107,892 D Common Stock 06/05/2006 A 136,500 ( 1 ) A $ 0 244,392 D Common Stock 06/05/2006 F 46,998 ( 3 ) D $ 31.85 197,394 D

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 Stock Option $ 5.635 06/05/2006 A 29,740 ( 4 ) 01/02/2007 12/31/2007 Common Stock 29,740 $ 0 29,740 D Stock Option $ 5.635 06/05/2006 D 29,740 ( 4 ) 01/02/2007 01/02/2013 Common Stock 29,740 $ 0 0 D Stock Option $ 6.825 06/05/2006 A 33,350 ( 4 ) 01/02/2008 12/31/2008 Common Stock 33,350 $ 0 33,350 D Stock Option $ 6.825 06/05/2006 D 33,350 ( 4 ) 01/02/2008 01/02/2014 Common Stock 33,350 $ 0 0 D Stock Option $ 13.855 06/05/2006 D 28,650 ( 5 ) 01/03/2009 01/03/2015 Common Stock 28,650 $ 0 0 D Stock Option $ 24.38 06/05/2006 D 6,050 ( 5 ) 01/03/2010 01/03/2016 Common Stock 6,050 $ 0 6,050 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WORTHEY MARK 5100 TENNYSON PARKWAY SUITE 1200 PLANO, TX75024 Sr.VP Operations Until 6/5/06 Signatures Mark Allen - Per Confirming Statement 06/07/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The two reported transactions involved an amendment of an outstanding restricted stock award resulting in the deemed cancellation of the "old" award and grant of a replacement award. Under the original award, 182,000 shares were originally scheduled to vest in four tranches at 45,500 shares annually each August 6th of 2006 through 2009, and 122,500 shares were originally scheduled to vest pursuant to the retirement provision of the plan. In accordance with amendment of this award pursuant to a separation agreement between Mr. Worthey and Denbury, Mr. Worthey was immediately vested in 136,500 shares of the original restricted share awards and 168,000 restricted shares were forfeited. ( 2 )These shares were originally issued pursuant to a restricted stock award and were forfeited upon Mr. Worthey's termination from Denbury. ( 3 )Reflects restricted shares used to satisfy minimum tax withholding. ( 4 )These reported transactions involve an amendment of these outstanding option awards, resulting in the deemed cancellation of the "old" option awards and the grant of replacement options, by providing for the retention of these options by Mr. Worthey beyond the termination of his employment and amendments to the expiration date of these options. ( 5 )These options and SAR were cancelled due to the termination of the employment of Mr. Worthey.

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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