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 18, 2001



                             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










Item 2. Acquisition or Disposition of Assets.

     On January 18, 2001,  Denbury  Resources Inc.  ("Denbury" or the "Company")
announced  that it had signed a purchase and sale  agreement  to acquire  carbon
dioxide ("CO2") reserves, production and associated assets from a unit of Airgas
Inc. for $42 million effective January 1, 2001.

The Acquisition
- ---------------
     The acquisition includes ten producing CO2 wells and production  facilities
located near Jackson,  Mississippi  and a 183 mile,  20 inch  pipeline  which is
currently  transporting CO2 to Denbury's  tertiary recovery  operation at Little
Creek Field, as well as CO2 to other commercial customers. The Company estimates
that this acquisition  includes  approximately 1.0 trillion cubic feet of usable
CO2 reserves.  Current  production is approximately 60 million cubic feet of CO2
per day  ("MMcf/d").  Denbury  purchases  about 25  MMcf/d  of this  amount  for
injection  at its Little  Creek  Field.  The  balance of the  purchased  CO2, 35
MMcf/d, will be sold under long-term contracts to commercial CO2 users.

Acquisition Adds Value to Company's Operations
- ----------------------------------------------
     CO2  production  capacity of the acquired wells is estimated at 110 MMcf/d,
but it is estimated  that this could be increased to around 250 MMcf/d by adding
compression  facilities.  An  associated  pipeline  purchased  as  part  of  the
transaction is capable of transporting over 400 MMcf/d. The Company is acquiring
almost 100% of the working interests in the producing wells and will operate the
properties.  Denbury  will use its  existing  credit  facility,  under which the
borrowing base was recently increased from $110 million to $150 million, to fund
the acquisition. Closing is expected to occur in early February 2001, subject to
normal and customary closing conditions.  After closing,  the Company expects to
have approximately $110 million of total bank debt outstanding.

     This  Form 8-K,  other  than  historical  financial  information,  contains
forward  looking  statements  that  involve  risks and  uncertainties  including
expected reserve  quantities,  production  levels,  financial  results and other
risks and  uncertainties  detailed in the Company's  filings with the Securities
and  Exchange  Commission,  including  Denbury's  reports on Form 10-K and 10-Q.
These  reports are  incorporated  by this  reference  as though  fully set forth
herein.  These  statements  are based on  engineering,  geological and operating
assumptions that management believes are reasonable based on currently available
information;   however,   management's  assumptions  and  the  Company's  future
performance are both subject to a wide range of business risks,  and there is no
assurance that these goals and  projections  can or will be met.  Actual results
may vary materially.






                                   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: January 26, 2001                By:           /s/Phil Rykhoek
                                         ---------------------------------------

                                                     Phil Rykhoek
                                                Chief Financial Officer