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 11, 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 1 - Registrant's Business and Operations

     Item 1.01  Entry into a Material Definitive Agreement.

     On May 11,  2005,  the Board of Directors of Denbury  Resources  Inc.  (the
"Company"),  approved  an  amendment  to its  Director  Compensation  Plan  (the
"Director  Plan") due to adoption of the American Jobs Creation Act of 2004 late
last year. The Director  Plan,  adopted July 1, 2000, as amended on February 22,
2001,  allows each  non-employee  director to make an election to receive his or
her director's compensation either in cash or in shares of our common stock. The
Director  Plan was  modified to no longer allow  directors  to defer  receipt of
their compensation.

     On the same date,  at the annual  meeting of  stockholders,  the  Company's
stockholders  approved  a  five-year  extension  of the  term  of the  Company's
Employee Stock  Purchase Plan set to expire in August of 2005.  Under this plan,
the  Company is  authorized  to issue up to  1,750,000  shares of common  stock,
1,477,102  of which  have been  issued to date,  with all  employees  allowed to
contribute up to 10% of their base  compensation,  with the Company matching 75%
of the employee contributions.  These combined amounts are then used to purchase
stock at the end of each  fiscal  quarter at the  current  market  price for the
preceding ten trading days. Employees must hold shares purchased under this plan
for a minimum of one year before disposition.

     For further information  regarding the Director Plan and the Employee Stock
Purchase Plan, see the Company's Form 8-K filed with the Commission on April 12,
2005.







                                   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.


Date:    May 13, 2005                    /s/ Phil Rykhoek
                                         --------------------------------------
                                         Phil Rykhoek,
                                         Senior Vice President &
                                         Chief Financial Officer