Exhibit 99.1


                             DENBURY RESOURCES INC.
                             P R E S S R E L E A S E

               Denbury Resources Announces Third Quarter Results;
                  2005 Capital Budget and Production Guidance;
                            Hosts Analyst Conference

News Release
Released at 7:30 AM CDT

     DALLAS,  October 28,  2004 - Denbury  Resources  Inc.  (NYSE  symbol:  DNR)
("Denbury" or the  "Company")  today  announced its third quarter 2004 financial
and  operating  results.  The Company  posted  earnings for the quarter of $18.3
million,  or $0.33 per common share, as compared to earnings of $15.1 million or
$0.28 per common share for the third quarter of 2003, the increase primarily due
to  higher  commodity  prices.  Net cash flow  provided  by  operations,  a GAAP
measure,  totaled $44.8 million during the third quarter of 2004,  less than the
$49.8 million recorded during the third quarter of 2003, the decrease  primarily
related  to  current  income  taxes on  profits  from the sale of the  Company's
offshore  properties  completed in July 2004 (see below) partially offset by the
benefit from recent higher commodity prices.  Adjusted cash flow from operations
for the third  quarter of 2004  (before  changes in assets and  liabilities),  a
non-GAAP measure,  totaled $29.7 million,  a 35% decrease from the $45.6 million
of adjusted  cash flow  generated  in the third  quarter of 2003,  the  decrease
primarily  relating to the same income taxes on the offshore property sale. (See
the  accompanying  schedules for a  reconciliation  of net cash flow provided by
operations,  as defined by generally accepted  accounting  principles  ("GAAP"),
which is a GAAP measure,  as opposed to adjusted cash flow,  which is a non-GAAP
measure).

Impact of Offshore Sale
- -----------------------

     On July 20, 2004, the Company closed the sale of Denbury Offshore,  Inc., a
subsidiary  that  held  Denbury's  offshore  assets,  for $200  million  (before
adjustments) to Newfield  Exploration  Company.  The sale price was based on the
asset value of the offshore assets as of April 1, 2004, which means that the net
revenue and expenses from these  properties  which the Company  received between
April 1st and  closing,  as well as expenses  of the sale and other  contractual
adjustments,  reduced the purchase  price to  approximately  $187  million.  The
Company's  third quarter results include 1,885 BOE/d of production for the first
19 days of July relating to the offshore properties sold to Newfield, generating
approximately  $5.3 million of net operating  revenue  (revenue  less  operating
expenses).  During the third quarter,  Denbury also recorded approximately $18.0
million  of  current  income  taxes  relating  to the  offshore  sale,  and paid
approximately  $1.4 million of severance  pay related to the sale in addition to
approximately $1.0 million paid during the first six months of 2004.

     On a pro forma  basis,  excluding  the  impact of the  offshore  operations
during the third  quarter of 2004 as  outlined  above,  third  quarter  2004 net
income is estimated to be $15.5 million, with adjusted cash flow from operations
of $43.8 million.

Production
- ----------

     Production  for  the  third  quarter,  excluding  the  offshore  production
outlined above,  was 27,772 BOE/d,  just slightly higher than production  during
the prior quarter and 7% higher than the average of 25,930 BOE/d produced during
the  third  quarter  of  2003  (excluding  any  offshore   production  for  both
comparative  periods).  Oil production  from the Company's  tertiary  operations


                                       1


increased 6% over levels in the prior quarter and increased 65% when compared to
third  quarter 2003  tertiary  production,  averaging  6,967 Bbls/d in the third
quarter of 2004,  primarily as a result of production increases at Mallalieu and
McComb Fields. Natural gas production increased in the Barnett Shale as a result
of recent drilling  activity,  increasing from  approximately  1.5 MMcf/d in the
third quarter of 2003 to approximately 3.9 MMcf/d in the 2004 quarter. Partially
offsetting  these  increases  were  declines  in  onshore  Louisiana  production
resulting from natural field depletion, the single largest factor being expected
depletion at Thornwell Field,  onshore Louisiana,  which declined  approximately
1,400 BOE/d from first quarter 2004 production levels.

Third Quarter 2004 Financial Results
- ------------------------------------

     The  Company's  net income  declined  from second  quarter 2004 levels,  as
higher commodity prices were more than offset by the loss of offshore production
and its  net  operating  income.  Payments  on the  Company's  commodity  hedges
continued to be a  significant  outflow,  totaling  $22.2  million for the third
quarter of 2004, and hedge payments are expected to be even higher in the fourth
quarter of 2004, after which time they will drop  significantly,  as most of the
out-of-the-money  hedges  expire  by the  end of  this  year.  Depreciation  and
amortization  expense  declined  approximately  $0.84  per BOE from  the  second
quarter of 2004  primarily as a result of proceeds  from the offshore sale being
credited to the Company's full cost pool.  When  comparing the respective  third
quarters of 2003 and 2004,  higher commodity prices in the 2004 period more than
offset lower  production,  resulting in a 21% increase in net income in the 2004
period.

     Operating expenses decreased slightly to $7.25 per BOE in the third quarter
of 2004 as  compared  to $7.35 per BOE in the third  quarter of 2003,  primarily
because  there were no  significant  or unusual  workover  expenses  in the 2004
period.  Expenses  remained  at  relatively  high  levels  because of  increased
activity  and  emphasis on tertiary  operations  (with  their  higher  operating
costs),  higher  energy  costs to  operate  the  properties,  and  general  cost
inflation in the industry.  Production  taxes  increased in the third quarter of
2004 along with increased commodity prices.

     General and administrative  expenses increased,  averaging $2.27 per BOE in
the third  quarter  of 2004,  up from  $1.13 per BOE in the prior  year's  third
quarter.  Lower production as a result of the offshore sale caused a significant
increase in per BOE  amounts,  as did  approximately  $1.4  million of severance
costs  related  to  the  offshore  property  sale.  The  Company's  general  and
administrative costs have also risen in order to comply with the requirements of
the Sarbanes-Oxley Act.

     Interest  expense  decreased  on a gross  and per BOE  basis as a result of
lower  overall  interest  rates,  primarily  related  to the  subordinated  debt
refinancing  in 2003,  and  lower  average  debt  levels  as a result of the $50
million  reduction  in debt during 2003 and $85 million of bank debt paid off in
July 2004 with the proceeds from the offshore sale.

     Depreciation,  depletion and amortization expense ("DD&A") decreased in the
third  quarter  of 2004 to $7.62 per BOE,  down from  $8.46 per BOE in the prior
quarter,  as a result of the offshore  sale, the proceeds of which were credited
to the full  cost  pool.  The DD&A  rate in the most  recent  quarter  was still
slightly  higher than the third  quarter of 2003 rate,  primarily as a result of
the higher percentage of expenditures  spent on offshore  properties during 2003
and  the  first  half  of  2004,  which  typically  have a  higher  finding  and
development cost per BOE.

                                       2


     The Company recognized a current income tax expense of $18.9 million in the
third  quarter of 2004  related to state income  taxes and  alternative  minimum
taxes resulting  primarily from the offshore sale,  which taxes cannot be offset
by the  Company's  regular tax net loss  carryforwards  or enhanced oil recovery
credits, partially offset by a deferred tax benefit of $11.1 million.

Outlook
- -------

     Denbury's  2004  development  and  exploration  budget  is  currently  $213
million.  Denbury's  total  current  debt  is  $225  million,  with  no  amounts
outstanding  under its $200 million bank borrowing base, and with  approximately
$70 million of cash  remaining  from the  offshore  sale.  The Company  plans to
invest  this  cash  over  the next one to two  years on  property  acquisitions,
particularly properties that have future tertiary potential, some of which could
be new core properties for additional phases of tertiary operations. The Company
is leaving  its earlier  2004  fourth  quarter  production  forecast  unchanged,
anticipating a quarterly average of between 28,000 and 28,500 BOE/d.

     The  Company  has  tentatively  set its 2005  development  and  exploration
expenditure  budget  at $260  million,  excluding  any  potential  acquisitions.
Approximately 55% to 60% of the budget will be spent on projects relating to the
Company's tertiary recovery (CO2) projects,  which includes  additional drilling
and development at the CO2 source fields (Jackson Dome),  additional development
of the  Brookhaven,  Mallalieu,  McComb  and  Smithdale  Fields in  southwestern
Mississippi,  and  the  commencement  of  work  on  three  oil  fields  in  East
Mississippi  in  anticipation  of the  new  CO2  pipeline  to  East  Mississippi
scheduled to be  completed by mid-2006.  The cost of the new CO2 pipeline is not
included in the $260 million budget, as the Company currently expects to finance
this pipeline  through  project  financing and  effectively pay for the pipeline
over time.  The current  estimated  cost for the pipeline is  approximately  $45
million.  Approximately 10% of the 2005 budget is being allocated to each of the
remaining two core areas of onshore Louisiana and eastern  Mississippi and about
10% to 15% to the  Barnett  Shale.  Approximately  10% of the budget  relates to
exploratory projects, primarily natural gas targets onshore Louisiana.

     Based on this capital  budget  program,  the Company  anticipates  that its
production  for 2005  will be in the range of  30,500  BOE/d,  plus or minus 10%
higher  than the  Company's  third  quarter  2004  production  levels  excluding
offshore  production  during the  quarter.  The  Company's  production  from its
tertiary CO2 projects  during 2005 is expected to increase  between 45% and 50%,
from an  anticipated  2004 average of  approximately  6,800 BOE/d to a projected
2005  average  of  approximately  10,000  BOE/d.  The 2005  production  forecast
excludes any anticipated  production from our successful well at High Island A-6
as this property may be sold.

     Gareth  Roberts,  Chief  Executive  Officer,  said:  "We  are  aggressively
expanding our core tertiary  operations by accelerating  our first two phases of
tertiary  development in Southwest and East Mississippi and by actively pursuing
additional  properties for subsequent  phases. We plan to continue the expansion
and  development of our CO2 reserve and production  capacity in 2005 by drilling
four  additional  CO2 wells,  two of which are  expected to add  additional  CO2
reserves.  Next year, we are also stepping up our activity in the Barnett Shale,
with 25 horizontal  wells  scheduled for 2005. The net result is a projected +/-
10% increase in overall production, all from internal organic growth. We believe
that we can continue this rate of growth for several years without acquisitions,
an enviable position in our industry. In addition, with our strong balance sheet
and cash position,  we have plenty of capital to pursue  acquisitions that could
further  increase our inventory of projects and growth  potential.  With current
strong oil prices and our strategic  position in the  Mississippi  area with our
tertiary operations, we believe we are ideally positioned for the future."

                                       3



Conference Call
- ---------------

     The public is invited to listen to the  Company's  conference  call set for
today, October 28, 2004, at 10:00 A.M. CDT. The call will be broadcast live over
the Internet at our web site: www. denbury.com. If you are unable to participate
during  the  live  broadcast,  the  call  will be  archived  on our web site for
approximately  30 days and will also be  available  for playback for one week by
dialing 888-203-1112 or 719-457-0820.

Analyst Conference
- ------------------

     Denbury  Resources Inc. (NYSE symbol:  DNR),  announced  today that several
members of  Denbury's  management  are hosting a  conference  in New Orleans for
analysts on November 4th and 5th,  2004 where they will be  presenting  specific
operational and financial updates. The slide presentation that will be presented
to the  analysts  will  be  available  on  Denbury's  website,  www.denbury.com,
beginning on November 4 and will include  updated  operational  and  comparative
financial data and an in-depth review of the Company's  significant  properties.
The  main  presentation  will  be  webcast  on  November  4th and  available  on
www.denbury.com  and will be archived on our web site for  approximately 30 days
thereafter.  To date,  approximately  50 buy and sell-side  analysts and several
asset managers have signed up for the presentations. Registration is ongoing and
can be made through the contact numbers below.

Financial and Statistical Data Tables
- -------------------------------------

     Following are financial highlights for the comparative three and nine month
periods ended  September 30, 2004 and 2003. All  production  volumes and dollars
are expressed on a net revenue interest basis with gas volumes converted at 6:1.


                                       4




THIRD QUARTER FINANCIAL HIGHLIGHTS
(Amounts in thousands of U.S. dollars, except per share and unit data)

                                                                    Three Months Ended
                                                                       September 30,
                                                         ------------------------------------------       Percentage
                                                                2004                  2003                  Change
                                                         --------------------  --------------------     ---------------

                                                                                                        
Revenues:
  Oil sales                                                           68,144                44,863                 52%
  Gas sales                                                           34,924                43,933                -21%
  CO2 sales and transportation fees                                    1,681                 2,238                -25%
  Loss on settlements of derivative contracts                        (22,243)              (12,031)                85%
  Interest and other income                                              664                   387                 72%
                                                         --------------------  --------------------
    Total revenues                                                    83,170                79,390                  5%
                                                         --------------------  --------------------

Expenses:
  Lease operating expenses                                            19,781                22,400                -12%
  Production taxes and marketing expense                               4,900                 3,761                 30%
  CO2 operating costs                                                    255                   602                -58%
  General and administrative                                           6,197                 3,445                 80%
  Interest                                                             4,768                 5,358                -11%
  Depletion, depreciation and accretion                               20,780                22,566                 -8%
  Amortization of derivative contracts and
   other non-cash hedging adjustments                                    383                (1,441)              >100%
                                                         --------------------  --------------------
      Total expenses                                                  57,064                56,691                  1%
                                                         --------------------  --------------------

Income before income taxes                                            26,106                22,699                 15%

Income tax provision (benefit)
  Current income taxes                                                18,949                (1,514)              >100%
  Deferred income taxes                                              (11,117)                9,064               >100%
                                                         --------------------  --------------------

NET INCOME                                                            18,274                15,149                 21%
                                                         ====================  ====================

Net income per common share:
  Basic                                                                 0.33                  0.28                 18%
  Diluted                                                               0.32                  0.27                 19%

Weighted average common shares:
  Basic                                                               55,085                54,014                  2%
  Diluted                                                             57,549                55,718                  3%

Production (daily - net of royalties)
  Oil (barrels)                                                       19,206                18,051                  6%
  Gas (mcf)                                                           62,708                90,393                -31%
  BOE (6:1)                                                           29,657                33,116                -10%

Unit sales price (including hedges)
  Oil (per barrel)                                                     28.25                 24.60                 15%
  Gas (per mcf)                                                         5.36                  4.32                 24%

Unit sales price (excluding hedges)
  Oil (per barrel)                                                     38.57                 27.01                 43%
  Gas (per mcf)                                                         6.05                  5.28                 15%




                                       5






                                                                       Three Months Ended
                                                                          September 30,
                                                            -----------------------------------------       Percentage
                                                                   2004                  2003                 Change
                                                            --------------------  -------------------     --------------


                                                                                                           
Non-GAAP Financial Measure (1)
Adjusted cash flow from
  operations (non-GAAP measure)                                            29,747               45,611               -35%
Net change in assets and liabilities relating to
  operations                                                               15,019                4,178              >100%
                                                              --------------------  -------------------
Cash flow from operations (GAAP measure)                                   44,766               49,789               -10%
                                                              ====================  ===================

Oil & gas capital investments                                              37,644               39,251                -4%
CO2 capital investments                                                    15,825                2,635              >100%
Proceeds from sales of oil and gas properties                             187,133                1,174              >100%

BOE data (6:1)
  Oil and natural gas revenue                                               37.78                29.14                30%
  Loss on settlements of derivative contracts                               (8.15)               (3.95)             >100%
  Lease operating costs                                                     (7.25)               (7.35)               -1%
  Production taxes and marketing expense                                    (1.80)               (1.23)               46%
                                                              --------------------  -------------------
    Production netback                                                      20.58                16.61                24%
  CO2 operating cash flow                                                    0.55                 0.54                 2%
  General and administrative                                                (2.27)               (1.13)             >100%
  Net cash interest expense                                                 (1.49)               (1.55)               -4%
  Current income taxes and other                                            (6.46)                0.50              >100%
  Changes in asset and liabilities relating to operations                    5.50                 1.37              >100%
                                                              --------------------  -------------------
    Cash flow from operations                                               16.41                16.34                 0%
                                                              ====================  ===================


(1) See "Non-GAAP Measures" at the end of this report.


                                       6





NINE MONTH FINANCIAL HIGHLIGHTS
(Amounts in thousands of U.S. dollars, except per share and unit data)

                                                                     Nine Months Ended
                                                                       September 30,
                                                         ------------------------------------------       Percentage
                                                                2004                  2003                  Change
                                                         --------------------  --------------------     ---------------
                                                                                                        
Revenues:
  Oil sales                                                          181,198               140,998                 29%
  Gas sales                                                          151,177               154,274                 -2%
  CO2 sales and transportation fees                                    4,622                 6,872                -33%
  Loss on settlements of derivative contracts                        (54,750)              (53,072)                 3%
  Interest and other income                                            1,422                   989                 44%
                                                         --------------------  --------------------
    Total revenues                                                   283,669               250,061                 13%
                                                         --------------------  --------------------

Expenses:
  Lease operating expenses                                            66,839                67,850                 -1%
  Production taxes and marketing expense                              13,481                11,124                 21%
  CO2 operating costs                                                    608                 1,453                -58%
  General and administrative                                          15,123                10,612                 43%
  Interest                                                            14,917                18,046                -17%
  Loss on early retirement of debt                                         -                17,629               -100%
  Depletion, depreciation and accretion                               76,265                69,249                 10%
  Amortization of derivative contracts and
   other non-cash hedging adjustments                                  8,347                (3,702)              >100%
                                                         --------------------  --------------------
      Total expenses                                                 195,580               192,261                  2%
                                                         --------------------  --------------------

Income before income taxes                                            88,089                57,800                 52%

Income tax provision
  Current income taxes                                                22,045                   123              > 100%
  Deferred income taxes                                                6,077                18,946                -68%
                                                         --------------------  --------------------

Income before cumulative effect of change
  in accounting principle                                             59,967                38,731                 55%

Cumulative effect of change in accounting
  principle, net of income taxes of $1,600                                 -                 2,612               -100%
                                                         --------------------  --------------------

NET INCOME                                                            59,967                41,343                 45%
                                                         ====================  ====================

Net income per common share - basic:
  Income before cumulative effect of change
    in accounting principle                                             1.10                  0.72                 53%
  Cumulative effect of change in accounting
    principle                                                              -                  0.05               -100%
                                                         --------------------  --------------------
    Net income per common share - basic                                 1.10                  0.77                 43%
                                                         ====================  ====================

Net income per common share - diluted:
  Income before cumulative effect of change
    in accounting principle                                             1.05                  0.70                 50%
  Cumulative effect of change in accounting
    principle                                                              -                  0.05               -100%
                                                         --------------------  --------------------
    Net income per common share - diluted                               1.05                  0.75                 40%
                                                         ====================  ====================




                                       7






                                                                         Nine Months Ended
                                                                           September 30,
                                                           ------------------------------------------       Percentage
                                                                  2004                  2003                  Change
                                                           --------------------  --------------------     --------------

                                                                                                         
Weighted average common shares:
  Basic                                                                 54,740                53,824                 2%
  Diluted                                                               57,020                55,375                 3%

Production (daily - net of royalties)
  Oil (barrels)                                                         19,114                18,852                 1%
  Gas (mcf)                                                             91,028                95,341                -5%
  BOE (6:1)                                                             34,285                34,742                -1%

Unit sales price (including hedges)
  Oil (per barrel)                                                       26.58                 24.41                 9%
  Gas (per mcf)                                                           5.55                  4.48                24%

Unit sales price (excluding hedges)
  Oil (per barrel)                                                       34.60                 27.40                26%
  Gas (per mcf)                                                           6.06                  5.93                 2%

Non-GAAP Financial Measure: (1)
Adjusted cash flow from
  operations (non-GAAP measure)                                        151,721               141,966                 7%
Net change in assets and liabilities relating to
  operations                                                              (750)                3,874              >100%
                                                           --------------------  --------------------
Cash flow from operations (GAAP measure)                               150,971               145,840                 4%
                                                           ====================  ====================

Oil & gas capital investments                                          129,606               119,584                 8%
CO2 capital investments                                                 42,966                16,008              >100%
Proceeds from sales of oil and gas properties                          188,279                29,328              >100%

Cash and cash equivalents                                               93,142                28,108              >100%
Short-term investments                                                  31,955                     -                N/A
Total assets                                                           991,709               942,558                 5%
Total long-term debt (excluding discount)                              225,000               329,000               -32%
Total stockholders' equity                                             500,630               410,386                22%

BOE data (6:1)
  Oil and natural gas revenue                                            35.38                 31.13                14%
  Loss on settlements of derivative contracts                            (5.83)                (5.60)                4%
  Lease operating costs                                                  (7.11)                (7.15)               -1%
  Production taxes and marketing expense                                 (1.44)                (1.17)               23%
                                                           --------------------  --------------------
    Production netback                                                   21.00                 17.21                22%
  CO2 operating cash flow                                                 0.43                  0.57               -25%
  General and administrative                                             (1.61)                (1.12)               44%
  Net cash interest expense                                              (1.39)                (1.69)              -18%
  Current income taxes and other                                         (2.28)                    -                N/A
  Changes in asset and liabilities relating to operations                (0.08)                 0.40              >100%
                                                           --------------------  --------------------
        Cash flow from operations                                        16.07                 15.37                 5%
                                                           ====================  ====================


(1) See "Non-GAAP Measures" at the end of this report.


                                       8



Denbury CEO adopts 10b5-1 plan
- ------------------------------

     In September 2004,  Ashley Petroleum Inc., a corporation  controlled by Mr.
Gareth Roberts, Denbury's President and CEO, entered into a 10b5-1 plan pursuant
to which it will sell up to 60,000  shares of common  stock over the next twelve
months,  subject to minimum price  restrictions,  commencing  in November  2004.
Ashley Petroleum Inc.  currently owns a total of 138,330 shares of common stock.
Mr. Roberts  currently  controls  approximately  955,730 shares of common stock,
including  261,885 shares related to vested and unvested stock options,  138,330
shares owned by Ashley Petroleum Inc. and 235,000 shares of unvested  restricted
stock.

Non-GAAP Measures
- -----------------

     Adjusted cash flow from  operations is a non-GAAP  measure that  represents
cash flow provided by operations  before changes in assets and  liabilities,  as
summarized from the Company's  Consolidated  Statements of Cash Flows.  Adjusted
cash flow  from  operations  measures  the cash flow  earned  or  incurred  from
operating  activities  without regard to the collection or payment of associated
receivables or payables.  The Company  believes that it is important to consider
this measure separately,  as it believes it can often be a better way to discuss
changes in  operating  trends in its business  caused by changes in  production,
prices,  operating costs, and so forth,  without regard to whether the earned or
incurred  item  was  collected  or  paid  during  that  period.  For  a  further
discussion, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Operating Results" in our latest Form 10-Q or Form 10-K.

     Denbury Resources Inc.  (www.denbury.com)  is a growing independent oil and
gas  company.  The  Company is the  largest  oil and  natural  gas  operator  in
Mississippi,  owns the largest  reserves of carbon dioxide used for tertiary oil
recovery east of the Mississippi River, and holds significant  operating acreage
in onshore Louisiana.  The Company increases the value of acquired properties in
its core  areas  through a  combination  of  exploitation  drilling  and  proven
engineering  extraction  practices,  including  secondary and tertiary  recovery
operations.

     This press release, other than historical financial  information,  contains
forward looking statements that involve risks such as those involved in drilling
activity and those due to price  volatility,  and  uncertainties  as to drilling
results,  proved reserves,  production  levels,  commodity prices, and financial
results as detailed in the Company's  filings with the  Securities  and Exchange
Commission,  including  its  reports on Form 10-K and 10-Q.  These  reports  are
incorporated by reference as though fully set forth herein. These statements are
based on assumptions  concerning  commodity prices,  existing market conditions,
scheduling,   drilling  and  completion   results  and  costs  and   engineering
assumptions that management believes are reasonable based on currently available
information;   however,   management's  assumptions  and  the  Company's  future
performance are both subject to a wide range of business risks,  and there is no
assurance that these goals and  projections  can or will be met.  Actual results
may vary materially.

                        For further information contact:

Gareth Roberts, President and CEO, 972-673-2000
Phil Rykhoek, Sr. VP and Chief Financial Officer, 972-673-2000
www.denbury.com


                                       9