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 17, 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 17, 2003, Denbury Resources Inc. (the "Company") announced that it
intends to offer $200 million of Senior Subordinated Notes Due 2013 in a private
Rule 144A offering and,  conditioned upon the closing of such offering,  to call
for  redemption  $125  million  aggregate  principal  amount  of its  9%  Senior
Subordinated Notes Due 2008 and $75 million aggregate principal amount of its 9%
Series B Senior Subordinated Notes Due 2008.

          In connection  with the proposed  sale of the new Senior  Subordinated
Notes,  the Company has prepared a slide  presentation  which  includes  updated
operational  and financial  data about the Company.  The slide  presentation  is
available on the Company's website at www.denbury.com.






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                                    SIGNATURE

     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.

Dated: March 17, 2003


                                      Denbury Resources Inc.


                                      By: /s/ Phil Rykhoek
                                         ---------------------------------------
                                      Name:    Phil Rykhoek
                                      Title:   Senior Vice President





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                                  EXHIBIT INDEX



       Exhibit
         No.                           Exhibit Description

        99.1                    Press Release dated March 17, 2003














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