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 18, 2003



                             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 18, 2003, Denbury Resources Inc. (the "Company") announced that it
has priced its private offering of $225 million of Senior Subordinated Notes Due
2013,  which will carry a coupon  interest rate of 7.5%. The Company  expects to
close the sale of the Notes on March 25, 2003,  subject to the  satisfaction  of
customary  closing  conditions.  The full text of the press  release is attached
hereto as Exhibit 99.1.







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                                    SIGNATURE

     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.

Dated: March 18, 2003


                                      Denbury Resources Inc.


                                      By: /s/ Phil Rykhoek
                                         ---------------------------------------
                                      Name:    Phil Rykhoek
                                      Title:   Senior Vice President





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                                  EXHIBIT INDEX



       Exhibit
         No.                           Exhibit Description

        99.1                    Press Release dated March 18, 2003














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EX-99

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

                 DENBURY RESOURCES INC. ANNOUNCES PRICING OF
                 $225 MILLION SENIOR SUBORDINATED NOTES OFFERING

Press Release
Tuesday, March 18, 8:29 ET

     DALLAS, March 18, 2003 (BUSINESS WIRE) -- Denbury Resources Inc. (NYSE:DNR)
("Denbury"  or the  "Company")  announced  today that it has priced its  private
offering of $225 million of Senior Subordinated Notes due 2013, which will carry
a coupon interest rate of 7.5%.

     The notes are being  sold at  99.135% of their  face  amount.  The  Company
expects  to close  the  sale of the  notes on March  23,  2003,  subject  to the
satisfaction of customary closing conditions.

     Denbury  plans to use the estimated  net proceeds of  approximately  $218.5
million from the offering to refinance the Company's currently  outstanding $125
million aggregate  principal amount of 9% Senior Subordinated Notes Due 2003 and
$75 million aggregate  principal amount of 9% Series B Senior Subordinated Notes
due 2003.

     Today  Denbury  called  for  redemption  the full $200  million of these 9%
notes,  such  redemption to take place on April 16, 2003,  conditioned  upon the
closing of the sale of the new 7.5% Senior Subordinated Notes.

     The notes  have not been  registered  under the  Securities  Act of 1933 or
applicable  state  securities laws, and may not be offered or sold in the United
States absent  registration  or an applicable  exemption  from the  registration
requirements of the Securities Act and applicable state laws. This  announcement
shall not constitute an offer to sell or the solicitation of an offer to buy the
notes.

     This press release, other than historical financial  information,  contains
forward-looking  statements  that  involve  risks and  uncertainties,  including
whether the sale of the notes will be closed.


CONTACT: Denbury Resources Inc., Dallas
Gareth Roberts (972) 673-2000
Phil Rykhoek (972) 673-2000
www.denbury.com