UNITED STATES
                       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): May 31, 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 5.           Other Events.
                  ------------

     On June 3, 2004, Denbury Resources Inc. ("Denbury") issued a press release,
attached as Exhibit 99.1,  announcing the  resignation of William S. Price,  III
and Carrie A. Wheeler as directors of Denbury,  both  principals  with the Texas
Pacific Group,  and after  consideration  and  recommendation  by the Nominating
Committee,  the appointment by the Board of Directors of Donald D. Wolf to serve
as a director of Denbury until the next annual meeting of the shareholders, thus
filling one of the vacancies created by such resignations.

     Mr. Wolf is the Chairman and Chief Executive Officer of Westport  Resources
Corporation ("Westport") of Denver, Colorado. Under his leadership, Westport, an
independent oil and gas exploration and production  company,  grew in enterprise
value from $100  million in 1996 to $3.4 billion  when  Kerr-McGee  and Westport
announced  their  intention to merge in April 2004.  From 1994 to 1996, Mr. Wolf
was President and Chief Operating  Officer of UMC Corporation,  and from 1981 to
1993,  he was CEO and  President of General  Atlantic  Resources.  Mr. Wolf also
serves on the boards of MarkWest Hydrocarbons, Inc. and Aspect Resources LLC.

Item 7.           Financial Statements and Exhibits.
                  ---------------------------------

     (c)  Exhibits.  The  following  exhibits are filed with this report on Form
8-K:

     Exhibit No.                      Exhibit Description

         99.1           Press Release Regarding Appointment of Donald D. Wolf as
                        a director of Denbury.






                                    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: June 3, 2004


                             Denbury Resources Inc.
                                  (Registrant)


                             By:   /s/ Phil Rykhoek
                                   ---------------------------------------------
                                   Sr. Vice President and CFO