UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): October 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


                 _____________________N/A______________________
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))





Section 2 - Financial Information

     Item 2.02. Results of Operations and Financial Condition

     On  October  28,  2004,  Denbury  Resources  Inc.  issued  a press  release
announcing  its  2004  third  quarter  results,  its  2005  capital  budget  and
production  guidance and that it will host an analyst conference on November 4th
and 5th,  2004. A copy of the press  release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.

     As  provided  in  General  Instruction  B.2 to Form  8-K,  the  information
furnished  in this  Item 2.02 and in  Exhibit  99.1  hereto  shall not be deemed
"filed" for purposes of Section 18 of the  Securities  and Exchange Act of 1934,
as amended,  nor shall it be deemed incorporated by reference in any filing with
the Securities and Exchange Commission, except as shall be expressly provided by
specific reference in such filing.

Section 9 - Financial Statements and Exhibits

     Item 9.01 Financial Statements and Exhibits.

          (a) Financial statements of businesses acquired.

                Not applicable.

          (b) Pro forma financial information.

                Not applicable.

          (c) Exhibits.

     The following  exhibits are furnished in accordance  with the provisions of
Item 601 of Regulation S-K:



                 Exhibit
                  Number           Description of Exhibit
        
                                 
                   99.1            Denbury press release, dated October 28, 2004, Denbury 
                                   Resources Announces Third Quarter Results, 2005 Capital 
                                   Budget and Production Guidance, Hosts Analyst Conference.











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







                                  EXHIBIT 99.1