UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): February 1, 2005


                             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


                 _____________________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 2.02. Results of Operations and Financial Condition

     On  February  1,  2005,  Denbury  Resources  Inc.  issued  a press  release
announcing  its 2004  year-end  proved oil and natural gas  reserves and that it
will host an analyst conference on February 1, 2005. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K.

     As  provided  in  General  Instruction  B.2 to Form  8-K,  the  information
furnished  in this  Item 2.02 and in  Exhibit  99.1  hereto  shall not be deemed
"filed" for purposes of Section 18 of the  Securities  and Exchange Act of 1934,
as amended,  nor shall it be deemed incorporated by reference in any filing with
the Securities and Exchange Commission, except as shall be expressly provided by
specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(c)  Exhibits.



             Exhibit
             Number                                        Description of Exhibit

                                
              99.1                 Denbury press release, dated February 1, 2005, Denbury Resources Announces
                                   Year-End Proved Oil and Natural Gas Reserves, Hosts Analyst Conference.











                                   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: February 1, 2005          By: /s/ Phil Rykhoek
                                    --------------------------------------------
                                    Phil Rykhoek
                                    Senior Vice President & Chief
                                    Financial Officer