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 6, 2003



                             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 6,  2003,  Denbury  Resources  Inc.  and  affiliates  of the Texas
Pacific  Group  ("TPG")  entered  into an  Underwriting  Agreement  with  Lehman
Brothers  Inc.  (the  "Underwriter"),  pursuant  to which  TPG is to sell to the
Underwriter  an aggregate of 2.5 million  shares of Denbury's  common stock at a
price of $10.95 per  share,  representing  approximately  12.6% of the shares of
Denbury  common  stock  owned  by  TPG.  Additionally,  TPG has  granted  to the
Underwriter a 30-day option to purchase up to an  additional  375,000  shares to
cover over-  allotments,  if any.  Denbury  will not receive any of the proceeds
from the sale of shares by TPG and this  offering  will not affect the number of
Denbury shares issued and outstanding.

     Upon closing,  TPG's ownership of Denbury's  issued and outstanding  common
shares will drop from approximately  36.8% to approximately  32.2% (31.5% if the
Underwriter  exercises its over-allotment option in full). TPG remains Denbury's
largest stockholder and representatives of TPG currently hold four of nine seats
on Denbury's board of directors.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

       (c) Exhibits:

           Exhibit No.              Exhibit
              1.1                   Underwriting Agreement dated March 6, 2003.



                                   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 11, 2003                   By: /s/ Phil Rykhoek
                                            ------------------------------------
                                            Phil Rykhoek
                                            Chief Financial Officer