UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Denbury Resources Inc
(Name of Issuer)
Common
(Title of Class of Securities)
247916208
(CUSIP Number)
Check the following box if a fee is being paid with this statement /X/.
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
ofsecurities described in Item l; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
andfor any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 247916208 13G Page 2 of 5 Pages
1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neuberger & Berman L.P.
13-5521910
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /X/
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York, New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER
3,505,889
6) SHARED VOTING POWER
6,185,600
7) SOLE DISPOSITIVE POWER
0
8) SHARED DISPOSITIVE POWER
10,193,509
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,193,509
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
98,075
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.84
12) TYPE OF REPORTING PERSON*
BD/IA
CUSIP No. 247916208 13G Page 3 of 5 Pages
Item 1. (a) Name of Issuer:
Denbury Resources Inc
Item 1 (b) Address of Issuer's Principal Executive Offices:
5100 TENNYSON PARKWAY SUITE 3000 PLANO, TX 75024
Item 2. (a) Name of Person Filing:
Neuberger & Berman L.P.
Item 2 (b) Address of Principal Business Office:
605 Third Ave., New York, NY, 10158-3698
Item 2 (c) Citizenship:
USA
Item 2 (d) Title of Class of Securities:
Common
Item 2 (e) CUSIP Number:
247916208
Item 3. (a) /X/ Broker or Dealer registered under Section 15 of the Act
Item 3 (b) /X/ Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
Item 4. Ownership:
(a) Amount Beneficially Owned:
10,193,509
(b) Percent of Class:
17.84
CUSIP No. 247916208 13G Page 4 of 5 Pages
(c) Number of Shares as to which such person has:
(I) Sole Power to vote or to direct the
vote: 3,505,889
(ii) Shared Power to vote or to direct the
vote: 6,185,600
(iii) Sole Power to dispose or to direct the disposition
of: 0
(iv) Shared Power to dispose or to direct the disposition
of: 10,193,509
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another:
Neuberger & Berman L.P. is deemed to be a beneficial owner for purpose of
Rule 13(d) since it has shared power to make decisions whether to retain or
dispose of the securities of many unrelated clients. Neuberger & Berman L.P.
does not, however have any economic interest in the securities of those
clients. The clients are the actual owners of the securities and have the
sole right to receive and the power to direct the receipt of dividends from
or proceeds from the sale of such securities.
With regard to the shares set forth under Item 4.(c)(II), Neuberger & Berman
L.P. and Neuberger & Berman Management Inc. are deemed to be beneficial
owners for purposes of Rule 13(d) since they both have shared power to make
decisions whether to retain or dispose of the securities. Neuberger & Berman
L.P. and Neuberger & Berman Management Inc. serve as sub-adviser and
investment manager, respectively, of Neuberger & Berman?s various Funds
which hold such shares in the ordinary course of their business and not with
the purpose nor with the effect of changing or influencing the control of the
issuer.
No other Neuberger & Berman L.P. advisory client has an interest of more than 5%
of the issuer.
It should be further noted that the share calculation under item 4.(c)(IV) is
derived from a total combination of the shares set forth under Item 4.(c)(I and
II). The remaining balance of shares, if any, are for individual client
accounts over which Neuberger & Berman L.P. has shared power to dispose.
CUSIP No. 247916208 13G Page 5 of 5 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
Signature:
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: September 30, 2005
By:_____________________________
C. Carl Randolph
_____General Partner_________
Name/Title