8-K

                       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): March 21, 2002



                             DENBURY RESOURCES INC.
             (Exact name of Registrant as specified in its charter)



                                    Delaware
                          (State or other jurisdiction
                               of incorporation or
                                  organization)

    1-12935                                                   75-2815171
(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 5.  Other Events

     On March 21, 2002, Denbury Resources Inc. (the "Company") announced that it
will de-list from the Toronto Stock Exchange,  effective April 15, 2002,  citing
low trading volume and a declining  number of Canadian  shareholders.  A copy of
the press release announcing the de-listing is attached hereto as Exhibit 99.1.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         Exhibits:

         Exhibit No.                          Exhibit
         -----------                          -------

           99.1     Press  release  dated  March  21,  2002,  entitled  "Denbury
                    Resources  Announces Plans to De-list from the Toronto Stock
                    Exchange."





                                   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: March 25, 2002                             By: /s/ Phil Rykhoek
                                                 -------------------------------
                                                     Phil Rykhoek
                                                     Chief Financial Officer

EX-99

                             DENBURY RESOURCES INC.
                             P R E S S R E L E A S E

                           DENBURY RESOURCES ANNOUNCES
                PLANS TO DE-LIST FROM THE TORONTO STOCK EXCHANGE

News Release
Released at 7:30 AM CDT

     DALLAS - March 21, 2002 - Denbury Resources Inc. (NYSE / TSE symbols: DNR),
announced today that it will de-list from The Toronto Stock Exchange  ("TSE") as
of the close of business on April 15, 2002. Since the Company's  reincorporation
in the  United  States  in 1999,  the  Company's  trading  volume on the TSE has
dropped  substantially  relative to the volume on the NYSE and the number of its
Canadian  shareholders has also declined.  As a result, the Company felt like it
could no longer justify the incremental cost of the dual listing.  The Company's
listing  on the New York Stock  Exchange  will  provide an active  market in the
Company's  stock and will be available  to all  shareholders  regardless  of the
country where they reside.

     Denbury Resources Inc.  (www.denbury.com)  is a growing independent oil and
gas company and since  1993,  all of its assets have been  located in the United
States.  The Company is the largest oil and natural gas operator in Mississippi,
holds key operating  acreage onshore Louisiana and has a growing presence in the
offshore  Gulf of Mexico  areas.  The  Company  increases  the value of acquired
properties in its core areas through a combination of exploitation  drilling and
proven engineering extraction practices.

Upcoming Presentations
- ----------------------

     Mr. Gareth Roberts, President and CEO, will be presenting at the CIBC World
Markets 2002 Global Energy Conference on Thursday, March 21st, at 2:50 P.M. EDT.
The  presentation  by Mr. Roberts will be webcast,  available from the Company's
website at www.denbury.com


                        For further information contact:
                             DENBURY RESOURCES INC.

Gareth Roberts, President and CEO, 972-673-2000
Phil Rykhoek, Chief Financial Officer, 972-673-2000
www.denbury.com