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 (or Date of Earliest Event Reported): December 2, 1998



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


          Canada                       1-12935                  75-2294373
(State of incorporation or    (Commission File Number)        (IRS Employer
       organization)                                        Identification No.)

                               17304 Preston Road
                                    Suite 200
                               Dallas, Texas 77252
                    (Address of principal executive offices)


                                 (972) 673-2000
                         (Registrant's telephone number)

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ITEM 5.     Other Events.

     On December 2, 1998, Denbury Resources Inc. (the "Company")  announced that
it had reached an agreement in principle with its largest shareholder, the Texas
Pacific  Group  ("TPG") to issue to an  affiliate  of TPG $100 million of common
shares of the  Company  at $5.39  per  share,  subject  to  certain  conditions,
including  a fairness  opinion  and  shareholder  approval.  A copy of the press
release announcing the transaction 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: December 2, 1998


                                          Denbury Resources, Inc.


                                          By:  /s/ Phil Rykhoek 
                                              --------------------------
                                          Name: Phil Rykhoek
                                          Title:Chief Financial Officer


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                                  EXHIBIT INDEX



    Exhibit
      No.                       Exhibit Description

      99.1            Press Release dated December 2, 1998
































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EX-99.1

                             DENBURY RESOURCES INC.
                             P R E S S R E L E A S E
 
          Company to Sell $100 Million in Equity to Texas Pacific Group

Dallas, Texas
Calgary, Alberta                                          NYSE / TSE symbol: DNR
December 2, 1998

     Denbury  Resources  Inc.  announced  that it has  reached an  agreement  in
principle  with its largest  shareholder,  the Texas Pacific Group  ("TPG"),  to
issue $100  million of common  shares at $5.39 per share to an affiliate of TPG.
The purchase price was  negotiated  between TPG and a committee of the Company's
independent directors and represents a 41% premium over the closing market price
of the  Company's  common  shares as of December  1, 1998.  The  transaction  is
subject to, among other things,  (i) the receipt of a fairness opinion as to the
price at which  the  shares  are to be sold,  (ii)  completion  of a  definitive
agreement  between TPG and the Company,  and (iii)  shareholder,  regulatory and
other customary approvals.

     Currently,  TPG holds 8.7 million common shares or approximately 32 percent
( 30% on a fully diluted basis) of the  approximately  26.8 million  outstanding
common shares.  Subject to regulatory approval, the Company plans to issue 18.55
million additional shares in this transaction  following approval of the sale by
shareholders  at a meeting  expected  to be held in  February  or March of 1999.
Following this  transaction,  TPG will own  approximately  60 percent ( 58% on a
fully diluted basis) of the  outstanding  common shares.  At the meeting,  it is
also anticipated that shareholders will be asked to approve a proposal to change
the legal domicile of the Company from Canada to the United States as a Delaware
corporation.  Both matters will be covered by proxy  soliciting  materials which
must first be  submitted  to U.S. and  Canadian  regulatory  authorities.  TPG's
purchase will not be subject to the approval of the change of legal domicile.

     TPG is currently  represented by three  designees on the Company's board of
directors, Messrs. Bonderman, Price and Stanton. The Company does not anticipate
any changes to the current board of  directors,  management or operations of the
Company as a result of this transaction.

     The net  proceeds  of  approximately  $98.5  million  (after  deduction  of
estimated  costs  of the  transaction)  will  initially  be used to  reduce  the
borrowings under the bank credit facility,  the outstanding  balance of which at
December 1, 1998 was $100  million,  with an  additional  $30 million  currently
available  under the line. The Company plans to ultimately use the funds for oil
and gas property acquisitions.

     Denbury  is a Dallas  based  independent  oil and gas  company  engaged  in
acquisitions,  development and exploration activities primarily in the states of
Louisiana and Mississippi.



     This press release, other than historical financial  information,  contains
forward looking statements that involve risks and uncertainties  detailed in the
Company's SEC reports,  including the reports on Form 10-Q.  Actual  results may
vary materially.

                        For further information contact:

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