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): NOVEMBER 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 November 21, 2002,  Denbury  Resources  Inc. and affiliates of the Texas
Pacific  Group  ("TPG")  entered  into an  Underwriting  Agreement  with  Lehman
Brothers Inc., CIBC World Markets Corp., Raymond James and Associates,  Inc. and
Johnson Rice & Associates, L.L.C. (the "Underwriters"), pursuant to which TPG is
to sell to the  Underwriters  an  aggregate  of 7.0 million  shares of Denbury's
common stock,  with a public  offering  price of $10.00 per share,  which shares
represent  approximately  25.7% of the shares of Denbury  common  stock owned by
TPG.  Additionally,  TPG has  granted  to the  Underwriters  a 30-day  option to
purchase up to an additional  500,000 shares to cover  over-allotments,  if any.
Denbury will not receive any of the proceeds  from the sale of shares by TPG and
this  offering  will  not  affect  the  number  of  Denbury  shares  issued  and
outstanding.

     Upon closing,  TPG's ownership of Denbury's  issued and outstanding  common
shares will drop from approximately 51% to approximately 38%. Representatives of
TPG  currently  hold four of nine  seats on  Denbury's  board of  directors.  No
immediate plans have been made, nor do any arrangements exist, regarding whether
or not  representatives  of TPG will continue to occupy four board seats.  While
TPG will have less than 50% of Denbury stock following this offering,  they will
still be Denbury's  largest  single  stockholder  and will still  control such a
large  portion  of  Denbury  stock  that  their  effective  control  may  not be
diminished.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits:

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

            1.1                Underwriting Agreement dated November 21, 2002.



                                   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: November 22, 2002                       By: /s/ Phil Rykhoek
                                              ----------------------------------
                                                      Phil Rykhoek
                                                Chief Financial Officer