Prepared By R.R. Donnelley Financial -- Form 8-K

UNITED STATES

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): 12/08/2004

Denbury Resources Inc.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 1-12935

DE		20-0467835
(State or Other Jurisdiction Of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

5100 Tennyson Parkway Suite 3000

Plano, TX 75024

(Address of Principal Executive Offices, Including Zip Code)

972-673-2000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

Items to be Included in this Report

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On December 8, 2004, the Board of Directors of Denbury Resources Inc. ("Denbury"), after consideration and recommendation by the Nominating Committee, appointed Greg McMichael to serve as a director of Denbury until the 2005 annual meeting of the shareholders, thus filling one of the two board vacancies created by the resignations from the Denbury Board earlier in 2004 of representatives of the Texas Pacific Group. Mr. McMichael will serve on the Board's compensation committee. There have been no transactions or series of similar transactions of the type required to be described under Section 404(a) or Regulation S-K between Denbury and Mr. McMichael which have taken place since January 1, 2003.

Mr. McMichael, age 55, has over 29 years of oil and gas experience, including 16 years as a "sell-side" equity analyst. Mr. McMichael recently retired as Vice President and Group Leader - Energy Research of A.G. Edwards, where he was responsible for all of the firm's equity research in the energy sector. Prior to his employment by A.G. Edwards, which commenced in 1998, Mr. McMichael was Director of Equity Research of Hanifen, ImHoff, Inc., a regional investment banking firm based in Denver, for eight years. Mr. McMichael also serves on the board of Matador Resources Company, a private oil and natural gas company headquartered in Dallas, Texas.

Item 9.01. Financial Statements and Exhibits

The following exhibits are filed with this report on Form 8-K:

Exhibit No. Exhibit Description

99.1 Press Release Regarding Appointment of Greg McMichael as a director of Denbury.

Signature(s)

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.


Date: December 10, 2004.	By:	/s/ Phil Rykhoek
		Phil Rykhoek
		Sr. Vice President and C.F.O.

Exhibit Index

EX-99.1 2 rrd61014_2302.htm PRESS RELEASE REGARDING APPOINTMENT OF GREG MCMICHAEL AS A DIRECTOR OF DENBURY. Exhibit 99

Exhibit 99.1

DENBURY RESOURCES INC.

P R E S S R E L E A S E

Greg McMichael Joins Board of Directors

DALLAS -- December 9, 2004 - Denbury Resources Inc. (NYSE symbol: DNR) ("Denbury" or the "Company") today announced the appointment of Mr. Greg McMichael of Denver, Colorado, to its Board of Directors to fill one of the two vacancies created by the May 2004 board resignations of representatives of the Texas Pacific Group.

Mr. McMichael has over 29 years of oil and gas experience, including 16 years as an oil and gas equity analyst. Mr. McMichael recently retired as Vice President and Group Leader -- Energy Research of A.G. Edwards, where he was responsible for all of the firm's equity research in the energy sector. Prior to his employment by A.G. Edwards, which commenced in 1998, Mr. McMichael was Director of Equity Research of Hanifen, Imhoff, Inc., a regional investment banking firm based in Denver, for eight years. Mr. McMichael also serves on the board of Matador Resources Company, a private oil and natural gas company headquartered in Dallas, Texas.

Ron Greene, Chairman of the Board, stated, "I look forward to the contribution that Greg McMichael's extensive industry and Wall Street experience will bring to Denbury as we move into our next stage of growth as a focused and disciplined Company."

Denbury Resources Inc. (www.denbury.com) is a growing independent oil and gas company. The Company is the largest oil and natural gas operator in Mississippi, owns the largest reserves of CO₂ used for tertiary oil recovery east of the Mississippi River, and holds key operating acreage in the onshore Louisiana areas. The Company increases the value of acquired properties in its core areas through a combination of exploitation drilling and proven engineering extraction practices.

For further information contact:

Gareth Roberts, President and CEO, 972-673-2000

Phil Rykhoek, Sr. VP and Chief Financial Officer, 972-673-2000

www.denbury.com

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Exhibit No.		Description
EX-99.1		Press Release Regarding Appointment of Greg McMichael as a director of Denbury.