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): April 28, 2004



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




                                    DELAWARE
                          (State or other jurisdiction
                        of incorporation or organization)

              1-12935                                         20-0467835
      (Commission File Number)                             (I.R.S. Employer
                                                          Identification No.)


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



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










ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

       Exhibits:



       Exhibit No.                  Exhibit
       -----------                  -------

                                 
       99.1                         Denbury Press Release, dated April 28, 2004 - Denbury Resources
                                    Announces First Quarter 2004 Results.


ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The  following  information  is  furnished  pursuant  to Item  12,  "Results  of
Operations and Financial Condition."

On April 28, 2004,  Denbury  Resources Inc.  announced its first quarter of 2004
earnings.  The press release is included in this report as Exhibit 99.1. Denbury
Resources  Inc.  does  not  intend  for  this  Item  12 or  Exhibit  99.1  to be
incorporated  by reference  into filings  under the  Securities  Exchange Act of
1934.







                                   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.
                                                  (Registrant)


Date: April 28, 2004          By:              /s/ Phil Rykhoek
                                 -----------------------------------------------
                                                   Phil Rykhoek
                                 Senior Vice President & Chief Financial Officer