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): February 19, 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  February  19, 2004 - Denbury  Resources  Announces
                                     2003 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 February 19, 2004,  Denbury  Resources Inc.  announced its fourth quarter and
2003  financial  and  operating  results.  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: February 19, 2004                   By: /s/ Phil Rykhoek
                                              ----------------------------------
                                              Phil Rykhoek
                                              Senior Vice President & Chief
                                              Financial Officer