8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                               CURRENT REPORT ON
                                 Form 8-K filed
                                 August 9, 2001

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


        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 9, 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 August 9, 2001, the Company issued the press release attached hereto as
Exhibit 99.1 announcing the Company's sale of $75,000,000 of senior subordinated
notes.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

       (c) Exhibits:

           99.1 Company press release dated August 9, 2001 titled "Denbury
                Resources Announces Sale of $75,000,000 of Senior Subordinated
                Notes."

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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 hereunto duly authorized.




                                                   DENBURY RESOURCES INC.
                                                        (Registrant)


Date: August 9, 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 August 9, 2001 titled "Denbury
                  Resources Announces Sale 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 SALE OF $75,000,000
                          OF SENIOR SUBORDINATED NOTES

News Release
Released at 7:43 AM CDT


PRESS RELEASE


DENBURY RESOURCES ANNOUNCES SALE OF
$75,000,000 OF SENIOR SUBORDINATED NOTES

DALLAS-(BUSINESS WIRE)-August 9, 2001-Denbury Resources Inc. (NYSE: DNR; TSE:
DNR; "Denbury" or the "Company") announced today that it has sold $75 million
face amount of Series B Senior Subordinated Notes due 2008 in a private rule
144A offering. Although the Company announced the termination of this offering
one week ago, due to improved market conditions yesterday, the Company decided
to proceed with the offering.

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
Company expects to close the sale of the notes on August 15, 2001.

The notes are being sold at 91.371% of their face amount. Denbury plans to use
the estimated net proceeds of $65.9 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 sale of the notes will be closed.

Contact:

Denbury Resources Inc., Dallas
Gareth Roberts, President and CEO, 972-673-2000
or
Phil Rykhoek, Chief Financial Officer, 972-673-2000
www.denbury.com