8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                               CURRENT REPORT ON
                                    Form 8-K
                              filed July 24, 2001

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 24, 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







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ITEM 5.  OTHER EVENTS.

On July 24, 2001, the Company issued the press release attached hereto as
Exhibit 99.1 announcing the Company's private offering of $75,000,000 of senior
subordinated notes.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

       (c) Exhibits:

           99.1 Company press release dated July 24, 2001 titled "Denbury
                Resources Announces Private Offering of $75,000,000 of Senior
                Subordinated Notes."

ITEM 9.  REGULATION FD DISCLOSURE.

Preliminary Second Quarter Results

The Company is scheduled to release its earnings for the second quarter of 2001
on August 2, 2001. As of the date hereof, although these results were not yet
available, the Company does not expect results for the second quarter to vary
significantly from our current forecasts. The Company's forecast for average
daily production for the quarter is approximately 28,000 BOE/d. The Company's
forecast for lease operating expenses is approximately $5.25 per BOE, excluding
taxes, and the Company expects production taxes for the second quarter to be
down slightly from the first quarter expense of $1.09 per BOE to approximately
$1.05 per BOE. The Company's second quarter forecasted depletion, depreciation
and amortization expense is approximately $5.15 per BOE and general and
administrative expense is approximately $1.10 per BOE. The Company expects that
its oil production during the second quarter was sold at an average discount to
NYMEX oil prices of approximately $4.50 to $5.00 per Bbl and its natural gas
production was sold at an average premium to NYMEX natural gas prices of 2% to
4%. The Company expects that the effect of generally lower prices for oil and
natural gas in the second quarter as compared to the first quarter of 2001 will
have a negative effect on quarter-to-quarter earnings and cash flow, offset to
some degree by increases in production quantities.
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                                   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: July 24, 2001                         By: /s/ PHIL RYKHOEK
                                               ---------------------------------
                                                      Phil Rykhoek
                                                 Chief Financial Officer
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                                 EXHIBIT INDEX



EXHIBIT
NUMBER            DESCRIPTION
- -------           -----------
               
 99.1             Company press release dated July 24, 2001 titled "Denbury
                  Resources Announces Private Offering of $75,000,000 of
                  Senior Subordinated Notes."

EX-99.1

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                                                                    EXHIBIT 99.1

                             DENBURY RESOURCES INC.
                                  PRESS RELEASE

           DENBURY RESOURCES ANNOUNCES PRIVATE OFFERING OF $75,000,000
                          OF SENIOR SUBORDINATED NOTES

News Release
Released at 7:30 AM CDT

     DALLAS - July 24, 2001 - Denbury Resources Inc. (NYSE / TSE symbols: DNR)
("Denbury" or the "Company") today announced that it intends to raise
approximately $75 million through a private placement (Rule 144A offering) of
Series B Senior Subordinated Notes due 2008. The notes will be issued under a
separate indenture but on terms substantially identical to the Company's
existing 9% Senior Subordinated Notes due 2008. The offering will be made within
the United States only to qualified institutional buyers and outside the United
States to non-U.S. investors. The Company expects to price the notes during the
week of July 30th, 2001.

     Denbury plans to use the estimated net proceeds of $69.7 million from the
offering to repay a majority of the long-term debt borrowed under the Company's
bank credit facility in connection with the recent acquisition of Matrix Oil &
Gas, Inc. The Matrix acquisition closed on July 10, 2001.

     The notes have not been registered under the Securities Act of 1933 or
applicable state securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws. This announcement
shall not constitute an offer to sell or the solicitation of an offer to buy the
notes.

     This press release, other than historical financial information, contains
forward looking statements that involve risks and uncertainties including
whether the offering of the notes will actually occur.

                        For further information contact:
                             DENBURY RESOURCES INC.

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