SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-A


              For Registration of Certain Classes of Securities
                  Pursuant to Section 12(b) or 12(g) of the
                         Securities Exchange Act of 1934


                             DENBURY RESOURCES INC.
            (Exact name of Registrant as specified in its Charter)



             Canada                                      Not applicable
     (State of Organization)                            (I.R.S. Employer
                                                       Identification No.)
  17304 Preston Rd., Suite 200
          Dallas, Texas                                       75252
 (Address of principal executive                            (Zipcode)
            offices)

     If this Form relates to the  registration of a class of debt securities and
is effective upon filing pursuant to General  Instruction  A(c) (1) please check
the following box.___

     If this Form relates to the  registration of a class of debt securities and
is to become  effective  simultaneously  with the  effectiveness of a concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instructions A(c) (2) please check the following box.___

     Securities to be registered pursuant to Section 12(b) of the Act:

                                                        Name of each exchange
Title of each class                                            on which
      to be so                                            each class is to be
    registered                                                registered
- -------------------                                    -----------------------
   Common Shares                                       New York Stock Exchange

     Securities to be registered pursuant to Section 12(g) of the Act:

                                      None






Item 1.  Description of Registrant's Securities to be Registered.

     Incorporated  by reference  from the  following  section of the  Prospectus
included in Registration  Statement No.  333-12005 on Form S-1 dated October 24,
1996 pertaining to Denbury Resources Inc., and all amendments thereto:

     "Description of Capital Stock"

Item 2. Exhibits.

     Registrant  has no  securities  presently  registered on The New York Stock
Exchange  (the  "Exchange");  therefore,  no exhibits  need to be filed with, or
incorporated by reference in the copy of this Registration  Statement filed with
the  Securities  and  Exchange  Commission  (the  "Commission").  The  following
exhibits have been filed with the copy of this Registration Statement filed with
the Exchange:

     1. Copies of the last  annual  report  filed  pursuant to Section 13 of the
Act:

     Form 10-K for fiscal year ended December 31, 1996.

     2. Copies of all current,  quarterly or semi-annual  reports filed pursuant
to Section 13 of the Act since the end of the fiscal year  covered by the annual
report filed pursuant to 1 above:

     None

     3. Copies of proxy  statements for the annual meeting of shareholders to be
held on May 21,  1997 filed with the  Commission  pursuant  to Section 14 of the
Act;

     4. Copies of the charter and bylaws of the Registrant;

     5. Specimen share certificate of Registrant's Common Stock; and

     6. Copies of the annual report to shareholders  for the year ended December
31, 1996.

                                   Signatures

      Pursuant to the requirements of Section 12 of the Securities  Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned,
thereunto duly authorized.


                                               DENBURY RESOURCES INC.
Date: April 25, 1997                        By:  /s/  Phil Rykhoek
                                               -------------------------------
                                               Phil Rykhoek, Chief Financial
                                               Officer