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): February 24, 2005


                             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  February  24,  2005,  Denbury  Resources  Inc.  issued a press  release
announcing its fourth quarter and 2004 financial and operating  results.  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 February 24, 2005, Denbury Resources 
                                   Announces Fourth Quarter and 2004 Financial and Operating Results.






                                   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: February 24, 2005           By: /s/ Phil Rykhoek         
                                      ------------------------------------------
                                      Phil Rykhoek
                                      Senior Vice President & Chief
                                      Financial Officer