8-K

                                  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): January 21, 2005


                             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


                                   N/A
    -------------------------------------------------------------------
      (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))








Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
           Appointment of Principal Officers.
           ---------------------------------------------------------------------

(d) Appointment of New Director.

     On January 21,  2005,  the Board of  Directors  of Denbury  Resources  Inc.
("Denbury"), after consideration and recommendation by the Nominating Committee,
appointed  Randy Stein to serve as a director  of Denbury  until the 2005 annual
meeting of shareholders,  thus filling a prior board vacancy, the last remaining
vacancy on its Board that the Board  intends  to fill.  Mr.  Stein will serve as
co-chairman of the Board's audit  committee.  There have been no transactions or
series of  similar  transactions  of the type  required  to be  described  under
Section 404(a) or Regulation S-K between  Denbury and Mr. Stein which have taken
place since January 1, 2004.

     Mr. Stein, age 51, has 29 years of diversified  management  experience with
public and private  companies,  including  20 years with  PricewaterhouseCoopers
LLP, formerly Coopers & Lybrand LLP, most recently as principal in charge of the
Denver tax practice  until his  resignation in 2000. Mr. Stein was also employed
as an executive officer of a Denver based  independent oil and gas company,  and
is  currently a self  employed  business  consultant.  Mr. Stein served as audit
committee chairman,  co-chairman of the nominating and governance committee, and
a  member  of  the  compensation   committee  of  Westport  Resources  Corp.,  a
Denver-based  public oil and gas company,  from 2000 until they were acquired in
2004. Mr. Stein is currently a board member and audit committee chairman of Bill
Barrett  Corporation,  an oil and gas company,  and also serves on the board and
audit committee of Koala Corporation, both Denver based public companies.

Item 9.01. Financial Statements and Exhibits.
           ---------------------------------

(c) Exhibits.



     Exhibit No.                       Exhibit Description

                     
         99.1           Press Release Regarding Appointment of Randy Stein 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: January 21, 2005


                                                 Denbury Resources Inc.
                                                      (Registrant)



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






                                  Exhibit Index



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

               
99.1           Press release regarding appointment of Randy Stein as a director of Denbury.

EX-99

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

                      Randy Stein Joins Board of Directors

     DALLAS - January 24,  2005 - Denbury  Resources  Inc.  (NYSE  symbol:  DNR)
("Denbury" or the "Company")  today announced the appointment of Mr. Randy Stein
of Denver, Colorado, to its Board of Directors to fill a prior vacancy until the
May 2005 annual meeting,  the last remaining vacancy on its Board that the Board
intends to fill.

     Mr. Stein has 29 years of diversified management experience with public and
private companies,  including 20 years with PricewaterhouseCoopers LLP, formerly
Coopers & Lybrand  LLP,  most  recently as principal in charge of the Denver tax
practice  until his  resignation  in 2000.  Mr.  Stein was also  employed  as an
executive  officer of a Denver based  independent  oil and gas  company,  and is
currently  a self  employed  business  consultant.  Mr.  Stein  served  as audit
committee chairman,  co-chairman of the nominating and governance committee, and
a  member  of  the  compensation   committee  of  Westport  Resources  Corp.,  a
Denver-based  public oil and gas company,  from 2000 until they were acquired in
2004. Mr. Stein is currently a board member and audit committee chairman of Bill
Barrett  Corporation,  an oil and gas company,  and also serves on the board and
audit committee of Koala Corporation, both Denver based public companies.

     Ron Greene,  Chairman of the Board,  stated,  "Mr. Stein brings significant
accounting,  tax and financial expertise to our Board, further strengthening our
audit  committee,  where he will serve as  co-chairman.  Mr.  Stein's  extensive
overall corporate  governance  experience coupled with his direct management and
public  company  board  governance  experience  in the oil and gas industry will
serve  Denbury  well as we move into our next  stage of growth as a focused  and
disciplined Company."

     Denbury Resources Inc.  (www.denbury.com)  is a growing independent oil and
gas  company.  The  Company is the  largest  oil and  natural  gas  operator  in
Mississippi,  owns the largest  reserves of CO2 used for  tertiary  oil recovery
east of the Mississippi  River,  and holds key operating  acreage in the onshore
Louisiana  and Texas  Barnett  Shale areas.  The Company  increases the value of
acquired  properties  in its core areas through a  combination  of  exploitation
drilling and proven engineering extraction practices.

For further information contact:

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