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): April 28, 2004 DENBURY RESOURCES INC. (Exact name of Registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 1-12935 20-0467835 (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 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibits: Exhibit No. Exhibit ----------- ------- 99.1 Denbury Press Release, dated April 28, 2004 - Denbury Resources Announces First Quarter 2004 Results. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following information is furnished pursuant to Item 12, "Results of Operations and Financial Condition." On April 28, 2004, Denbury Resources Inc. announced its first quarter of 2004 earnings. The press release is included in this report as Exhibit 99.1. Denbury Resources Inc. does not intend for this Item 12 or Exhibit 99.1 to be incorporated by reference into filings under the Securities Exchange Act of 1934. 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: April 28, 2004 By: /s/ Phil Rykhoek ----------------------------------------------- Phil Rykhoek Senior Vice President & Chief Financial Officer