SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 12, 2003



                             DENBURY RESOURCES INC.
             (Exact name of Registrant as specified in its charter)



                                    DELAWARE
                          (State or other jurisdiction
                               of incorporation or
                                  organization)

                   1-12935                                   75-2815171
          (Commission File Number)                       (I.R.S. Employer
                                                       Identification No.)


            5100 TENNYSON PARKWAY
                 SUITE 3000
                PLANO, TEXAS                                   75024
       (Address of principal executive                       (Zip code)
                  offices)


Registrant's telephone number, including area code:        (972)673-2000

                                     N/A
                           --------------------------
          (Former name or former address, if changed since last report)







ITEM 5.    OTHER EVENTS.

          Stock Repurchase Plan

          On August 12, 2003,  Denbury  Resources  Inc.  issued a press release,
attached as Exhibit 99.1,  announcing that it has adopted a pre-determined stock
repurchase  plan (the "Plan") to purchase  shares of its common stock on the New
York Stock  Exchange in order for such  repurchased  shares to be made available
for purchase by employees under Denbury's Employee Stock Purchase Plan. The Plan
is  intended to comply  with the  requirements  of both SEC Rule 10b5-1 and Rule
10b-18.  The Plan provides for purchases through an independent broker of 50,000
shares  of  Denbury's   common  stock  per  fiscal   quarter  for  a  period  of
approximately twelve months, or a total of 200,000 shares,  beginning August 13,
2003 and ending on July 31, 2004.  Purchases  are to be made at prices and times
determined in the discretion of the independent broker, provided however that no
purchases may be made during the last ten business  days of the fiscal  quarter,
which is the  principal  period for shares  purchased by  employees  pursuant to
Denbury's Employee Stock Purchase Plan.

ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.

          (a)-(b) Not applicable.

          (c) Exhibits.

          Exhibit 99.1 - Press  Release  Regarding  Registrant  dated August 12,
     2003.


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                 DENBURY RESOURCES INC.

                                 /s/ Phil Rykhoek
Date: August 12, 2003            -----------------------------------------------
                                 Phil Rykhoek,
                                 Senior Vice President & Chief Financial Officer