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): May 3, 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 1 - Registrant's  Business and
     Operations



Section 2 - Financial Information

     Item 2.02.  Results of Operations and Financial Condition.

     On May 3, 2005,  Denbury  Resources Inc. issued a press release  announcing
its first  quarter 2005  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 May 3,  2005,
                                   Denbury  Resources Announces First Quarter
                                   2005 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: May 3, 2005                       By:  /s/ Phil Rykhoek
                                             ----------------------------------
                                             Phil Rykhoek
                                             Senior Vice President & Chief
                                             Financial Officer





                               INDEX TO EXHIBITS


                  Exhibit
                   Number          Description of Exhibit
                  -------          ----------------------

                   99.1            Denbury  press  release,  dated May 3,  2005,
                                   Denbury  Resources Announces First Quarter
                                   2005 Results.