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): March 21, 2002



                             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 5.  Other Events

     On March 21, 2002, Denbury Resources Inc. (the "Company") announced that it
will de-list from the Toronto Stock Exchange,  effective April 15, 2002,  citing
low trading volume and a declining  number of Canadian  shareholders.  A copy of
the press release announcing the de-listing is attached hereto as Exhibit 99.1.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         Exhibits:

         Exhibit No.                          Exhibit
         -----------                          -------

           99.1     Press  release  dated  March  21,  2002,  entitled  "Denbury
                    Resources  Announces Plans to De-list from the Toronto Stock
                    Exchange."





                                   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: March 25, 2002                             By: /s/ Phil Rykhoek
                                                 -------------------------------
                                                     Phil Rykhoek
                                                     Chief Financial Officer