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 18, 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 18, 2003, Denbury Resources Inc. (the "Company") announced that it
has priced its private offering of $225 million of Senior Subordinated Notes Due
2013,  which will carry a coupon  interest rate of 7.5%. The Company  expects to
close the sale of the Notes on March 25, 2003,  subject to the  satisfaction  of
customary  closing  conditions.  The full text of the press  release is attached
hereto as Exhibit 99.1.







                                        2





                                    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 18, 2003


                                      Denbury Resources Inc.


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





                                        3




                                  EXHIBIT INDEX



       Exhibit
         No.                           Exhibit Description

        99.1                    Press Release dated March 18, 2003














                                        4