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

                    Denbury Resources Announces 2004 Results
                      Tertiary Oil Production Hits New High

News Release
Released at 7:30 AM CDT

     DALLAS - February 24, 2005 - Denbury  Resources  Inc.  (NYSE  symbol:  DNR)
("Denbury"  or the  "Company")  today  announced  its  fourth  quarter  and 2004
financial and operating  results.  The Company posted earnings for the full year
2004 of $82.4 million or $1.50 per share, a 46% increase over 2003 net income of
$56.6 million or $1.05 per share, the increase primarily due to higher commodity
prices.  Fourth quarter 2004 net income was $22.5 million, or $0.41 per share, a
48% increase  over fourth  quarter 2003 net income of $15.2 million or $0.28 per
share.

     Adjusted  cash flow from  operations  (cash  flow  from  operations  before
changes in assets and liabilities, a non-GAAP measure) for the fourth quarter of
2004 was $48.6 million,  slightly  higher than fourth quarter 2003 adjusted cash
flow from operations of $47.8 million. Net cash flow provided by operations, the
GAAP  measure,  totaled  $17.7  million  during the fourth  quarter of 2004,  as
compared to $51.8  million  during the fourth  quarter of 2003.  The  difference
between fourth quarter 2004 adjusted cash flow and cash flow from  operations is
due to the significant  reduction of accounts  payables and accrued  liabilities
during the quarter.  (Please see the accompanying schedules for a reconciliation
of net cash flow  provided  by  operations,  as  defined by  generally  accepted
accounting  principles (GAAP), which is the GAAP measure, as opposed to adjusted
cash flow from operations, which is the non-GAAP measure).

Review of Financial Results
- ---------------------------

     Denbury's  fourth quarter 2004  production  averaged 19,644 Bbls/d and 56.0
MMcf/d,  or 28,977 BOE/d,  a 4% increase over third quarter 2004 levels and a 4%
increase over fourth quarter 2003 production levels, all after adjusting for the
sale of offshore  properties.  Production from the Company's  tertiary  recovery
operations set another quarterly record in the fourth quarter of 2004, averaging
7,242 BOE/d,  a 4% increase over third  quarter 2004 levels,  and a 30% increase
over the fourth  quarter of 2003  average  of 5,579  BOE/d.  During the month of
January 2005,  production from these tertiary operations  continued to increase,
averaging  over  8,300  BOE/d   (approximately   27%  of  the  Company's   total
production).  Production  from the Barnett Shale averaged 5.8 MMcf/d (962 BOE/d)
during the fourth  quarter of 2004,  an almost  threefold  increase over the 1.6
MMcf/d  (268  BOE/d)  average  production  during  the  fourth  quarter of 2003.
Production  during the fourth quarter of 2004 was 68% oil as compared to 55% oil
for the  comparable  quarter  of  2003,  primarily  as a  result  of the sale of
Denbury's offshore properties in July 2004.

     Despite  an overall  lower  production  level as a result of this  offshore
sale,  total revenues in the fourth quarter of 2004 increased $7.7 million (9%),
as compared to revenues in the fourth quarter of 2003,  primarily as a result of
higher commodity  prices,  partially offset by higher hedging payments and lower
production  levels.  In the fourth  quarter of 2004,  NYMEX oil prices  averaged
approximately   $48.34  per  Bbl,   and  natural  gas  NYMEX   prices   averaged
approximately  $7.25 per Mcf,  as compared  to NYMEX  averages of  approximately
$31.20  per Bbl and  $5.40  per Mcf in the  fourth  quarter  of 2003.  Denbury's




weighted  average price  received per BOE was $13.82  higher per BOE  (excluding
hedges) in the fourth  quarter  of 2004 than in the  comparable  period of 2003.
However, the Company paid $8.31 more per BOE on hedges during the 2004 quarterly
period than  payments a year  earlier,  reducing  the net realized per BOE price
increase between the respective fourth quarters to $5.51 per BOE.

     Oil price  differentials  (Denbury's  net oil price received as compared to
NYMEX prices) deteriorated during 2004, particularly in the last quarter, as the
price of heavy, sour crude produced  primarily in the Company's East Mississippi
properties dropped significantly relative to NYMEX prices. The Company's average
NYMEX  differential  increased  from $3.54 per Bbl during the fourth  quarter of
2003 to $6.48  per Bbl  during  the  fourth  quarter  of 2004,  a $2.94  per Bbl
decrease in the price the Company  received  relative to NYMEX  prices.  For the
full year periods,  the average oil price  differential was $3.60 per Bbl during
2003 as compared to $4.91 per Bbl during 2004.

     Overall,  expenses  were  lower in the  fourth  quarter of 2004 than in the
prior year's comparable quarter. Lease operating expenses were $1.3 million less
on a gross basis as a result of the offshore  sale, but increased from $6.78 per
BOE in the  fourth  quarter  of 2003 to $7.60 per BOE in the  fourth  quarter of
2004. The primary  reasons for the higher cost per BOE were continued  expansion
of CO2 tertiary  projects,  which typically have a higher operating cost per BOE
than conventional oil operations,  higher lease fuel costs to inject and recycle
CO2 due to high natural gas prices, and the cost of leased recycling facilities.
Production taxes and marketing expenses also increased  primarily as a result of
the higher commodity prices.

     General and  administrative  expenses  increased $1.8 million (38%) between
the  fourth  quarter  of 2003 and 2004,  averaging  $2.38 per BOE in the  fourth
quarter of 2004, up from $1.44 per BOE in the  comparable  quarter of 2003.  The
biggest portion of the increase  relates to higher bonus levels for employees in
2004 as a result of the Company's strong performance  during the year,  non-cash
amortization of the deferred  compensation related to restricted stock issued to
the officers and directors  during the last half of 2004,  increased  litigation
expenses, and incremental costs related to the Sarbanes-Oxley Act.

     Interest expense decreased 12% in the fourth quarter of 2004 as compared to
the  fourth  quarter  2003,  due to lower  overall  debt  levels  following  the
Company's $50 million debt reduction  during 2003 and $75 million debt reduction
during 2004. At December 31, 2004, the Company had approximately $140 million of
net debt  (long-term  debt less  working  capital),  one of the lowest  leverage
positions in the Company's history.

     Depletion,  depreciation and amortization  ("DD&A") expenses decreased $4.2
million  (16%) in the fourth  quarter of 2004 as  compared  to DD&A in the prior
year fourth  quarter.  The DD&A rate in the fourth quarter of 2004 was $7.98 per
BOE, about the same as the $8.00 per BOE in the prior year fourth quarter.  DD&A
expense on a per BOE basis  decreased due to the sale of the Company's  offshore
properties in July 2004, which was partially  offset by increasing  estimates of
future development costs due to rising industry costs.

     During 2004,  the Company paid out $84.6 million on its hedges and incurred
a net  expense  of  $1.3  million  primarily  related  to  hedging  transactions
surrounding  the Company's sale of its offshore  properties.  The total of $85.9
million is reflected in the income statement as $70.5 million of payments on the
Company's  effective  hedges and $15.4  million  of  expenses  on the  Company's
ineffective hedges. This compares to total payments during 2003 of $62.2 million

                                       2


and $3.6  million  of other  non-cash  income  relating  to  hedging.  The hedge
payments are expected to be substantially  less in 2005 as most of the Company's
existing  hedges are price  floors,  which  means the  Company  will  retain any
commodity price  increases.  Effective  January 1, 2005, the Company plans to no
longer use hedge  accounting,  which  means  that any  changes in the fair value
(i.e.  mark-to-market) of the Company's  derivative contracts will be charged to
earnings each quarter rather than being charged to other comprehensive income.

2005 Outlook
- ------------

     Denbury's 2005 development and exploration budget (excluding  acquisitions)
is currently set at $305  million,  including $45 million to build the Company's
CO2  pipeline to East  Mississippi  which the Company may finance on a long-term
basis upon  completion.  Over 60% of the combined 2005 capital budget is related
to  tertiary  operations,  as  compared  to  approximately  43% of 2004  capital
expenditures. The Company has adjusted its 2005 forecasted average production to
approximately 31,000 BOE/d, an increase of approximately 500 BOE/d to adjust for
the  anticipated  production from its High Island A-6 well, a well excluded from
the  offshore  sale package that should  commence  production  late in the first
quarter. The adjusted production target represents an 11% increase in production
over the Company's 2004 production levels,  excluding 2004 offshore  production.
Production from the Company's tertiary operations is expected to increase from a
2004 average of 6,784 BOE/d to a projected  2005 average of almost 10,000 BOE/d,
a 47% increase.

     Gareth Roberts,  Chief Executive  Officer,  said: "2004 was one of our best
years ever.  During the year we (i) sold our offshore division for a good price,
which also allowed us to further reduce debt, (ii) added  approximately 1 Tcf of
additional  proven CO2  reserves,  (iii)  initiated  Phase II (East  Mississippi
phase) of our CO2 program by commencing  the  construction  of a CO2 pipeline to
East Mississippi, (iv) accelerated our Phase I (Southwest Mississippi phase) CO2
program, (v) drilled five successful  horizontal wells in the Barnett Shale with
plans  to  accelerate   this  program   during  2005,   (vi)  saw  most  of  our
out-of-the-money  hedges expire,  and (vii) completed a dramatic  improvement in
our float  over the last two years  with the final  sale of stock by our  former
largest  shareholder,  the Texas Pacific Group.  All of these factors,  combined
with high commodity prices, helped our stock reach new highs during 2004."

     "Our  decision to focus on tertiary  operations  continues  to be a winning
strategy and the backbone of our Company.  Tertiary oil production  continues to
grow and we added almost 19 million  barrels of proved  tertiary oil reserves at
Brookhaven  Field this past  year,  and we expect  our  growth in  tertiary  oil
production and reserves to continue.  We are enthusiastic about the inventory of
assets  we have  compiled,  while  continuing  to look for  additional  tertiary
opportunities for a future Phase III and IV program.  With the proceeds from the
offshore sale, we have reduced our debt to minimal levels and  historically  low
leverage ratios, giving us the ultimate financial flexibility for the future. We
expect to grow our tertiary oil production  almost 50% during 2005 and our total
corporate  production by approximately 11%, all from internal organic growth. We
are bullish on oil prices even though we still use much lower oil prices for our
internal economic  evaluations.  With our significant inventory of oil projects,
we believe we have ideally positioned Denbury as any price increase will enhance
the  value  of  both  our  current  proved  reserves  and our  future  potential
reserves."

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

     The public is invited to listen to the  Company's  conference  call set for
today,  February 24, 2005,  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


                                       3


for  approximately 30 days and will also be available for playback for one month
after the call by dialing (888) 203-1112 or (719) 457-0820.

Annual Meeting
- --------------

     The Company today announced its 2004 Annual Meeting of Shareholders will be
held on  Wednesday,  May 11th at 3:00 P.M.,  local  time,  at the offices of the
Company  located at 5100 Tennyson  Parkway,  Plano,  Texas.  The record date for
determination of shareholders entitled to vote at the annual meeting will be the
close of business on March 31, 2005.

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

     Following are financial  highlights for the comparative fourth quarters and
annual  periods ended  December 31, 2004 and December 31, 2003.  All  production
volumes and  dollars are  expressed  on a net  revenue  interest  basis with gas
volumes converted to equivalent barrels at 6:1.





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

                                                                        Three Months Ended
                                                                            December 31,
                                                                ----------------------------------      Percentage
                                                                    2004                 2003             Change
                                                                ------------          ------------     ------------
                                                                                                  
Revenues:
  Oil sales                                                           75,645                48,444           56%
  Gas sales                                                           36,757                41,747          -12%
  CO2 sales and transportation fees                                    1,654                 1,316           26%
  Loss on effective hedge contracts                                  (24,012)               (9,138)        >100%
  Interest and other income                                              830                   840           -1%
                                                                ------------          ------------
       Total revenues                                                 90,874                83,209            9%
                                                                ------------          ------------

Expenses:
  Lease operating expenses                                            20,268                21,589           -6%
  Production taxes and marketing expense                               5,256                 3,695           42%
  CO2 operating costs                                                    730                   257         >100%
  General and administrative                                           6,338                 4,577           38%
  Interest                                                             4,551                 5,155          -12%
  Depletion, depreciation and accretion                               21,262                25,459          -16%
  (Gain) loss on ineffective hedge contracts                          (1,282)                  124         >100%
                                                                ------------          ------------
       Total expenses                                                 57,123                60,856           -6%
                                                                ------------          ------------
Income before income taxes                                            33,751                22,353           51%

Income tax provision (benefit)
  Current income taxes                                                   884                  (214)        >100%
  Deferred income taxes                                               10,386                  7,35           41%
                                                                ------------          ------------
NET INCOME                                                            22,481                15,210           48%
                                                                ============          ============
Net income per common share:
  Basic                                                                 0.41                  0.28           46%
  Diluted                                                               0.39                  0.27           44%

Weighted average common shares outstanding:
  Basic                                                               55,259                54,051            2%
  Diluted                                                             58,076                55,714            4%

Production (daily - net of royalties)
  Oil (barrels)                                                       19,644                19,020            3%
  Gas (mcf)                                                           56,002                93,424          -40%
  BOE (6:1)                                                           28,977                34,590          -16%

Unit sales price (including hedges)
  Oil (per barrel)                                                     29.63                 24.85           19%
  Gas (per mcf)                                                         5.64                  4.37           29%

Unit sales price (excluding hedges)
  Oil (per barrel)                                                     41.86                 27.69           51%
  Gas (per mcf)                                                         7.13                  4.86           47%


                                        5



                                                                        Three Months Ended
                                                                            December 31,
                                                                ----------------------------------      Percentage
                                                                    2004                 2003             Change
                                                                ------------          ------------     ------------
                                                                                                  
Reconciliation of Non-GAAP
  Financial Measure to GAAP (1)
Adjusted cash flow from
  operations (non-GAAP measure)                                       48,632                47,836            2%
Net change in assets and liabilities relating to
  operations                                                         (30,951)                3,939         >100%
                                                                ------------          ------------
Cash flow from operations (GAAP measure)                              17,681                51,775          -66%
                                                                ============          ============

Oil & gas capital investments                                         48,464                38,860           25%
CO2 capital investments                                                7,299                 6,665           10%
Proceeds from sales of oil and gas properties                          9,296                    82         >100%

BOE data (6:1)
  Revenue                                                              42.16                 28.34           49%
  Loss on settlements of derivative contracts                         (11.18)                (2.87)        >100%
  Lease operating costs                                                (7.60)                (6.78)          12%
  Production taxes and marketing expense                               (1.97)                (1.16)          70%
                                                                ------------          ------------
    Production netback                                                 21.41                 17.53           22%
  CO2 operating cash flow                                               0.35                  0.33            6%
  General and administrative                                           (2.38)                (1.44)          65%
  Net cash interest expense                                            (1.28)                (1.36)          -6%
  Current income taxes and other                                        0.14                 (0.03)        >100%
  Changes in asset and liabilities                                    (11.61)                 1.24         >100%
                                                                ------------          ------------
    Cash flow from operations                                           6.63                 16.27          -59%
                                                                ============          ============


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













                                       6






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

                                                                        Twelve Months Ended
                                                                            December 31,
                                                                ----------------------------------      Percentage
                                                                   2004                   2003            Change
                                                                ------------          ------------     ------------
                                                                                                  
Revenues:
  Oil sales                                                          256,843               189,442           36%
  Gas sales                                                          187,934               196,021           -4%
  CO2 sales and transportation fees                                    6,276                 8,188          -23%
  Loss on effective hedge contracts                                  (70,469)              (62,210)          13%
  Interest and other income                                            2,252                 1,829           23%
                                                                ------------          ------------
    Total revenues                                                   382,836               333,270           15%
                                                                ------------          ------------
Expenses:
  Lease operating expenses                                            87,107                89,439           -3%
  Production taxes and marketing expense                              18,737                14,819           26%
  CO2 operating costs                                                  1,338                 1,710          -22%
  General and administrative                                          21,461                15,189           41%
  Interest                                                            19,468                23,201          -16%
  Loss on early retirement of debt                                         -                17,629         >100%
  Depletion, depreciation and accretion                               97,527                94,708            3%
  (Gain) loss on ineffective hedge contracts                          15,358                (3,578)        >100%
                                                                ------------         -------------
      Total expenses                                                 260,996               253,117            3%
                                                                ------------         -------------
Income before income taxes                                           121,840                80,153           52%

Income tax provision (benefit)
  Current income taxes                                                22,929                   (91)        >100%
  Deferred income taxes                                               16,463                26,303          -37%
                                                                ------------         -------------
Income before cumulative effect of change
  in accounting principle                                             82,448                53,941           53%

Cumulative effect of change in accounting
  principle, net of income taxes of $1,600                                 -                 2,612         >100%
                                                                ------------         -------------
NET INCOME                                                            82,448                56,553           46%
                                                                ============         =============
Net income per common share - basic:
  Income before cumulative effect of change
    in accounting principle                                             1.50                  1.00           50%
  Cumulative effect of change in accounting
    principle                                                              -                  0.05         >100%
                                                                ------------         -------------
    Net income per common share - basic                                 1.50                  1.05           43%
                                                                ============         =============
Net income per common share - diluted:
  Income before cumulative effect of change
    in accounting principle                                             1.44                  0.97           48%
  Cumulative effect of change in accounting
    principle                                                              -                  0.05         >100%
                                                                ------------         -------------
    Net income per common share - diluted                               1.44                  1.02           41%
                                                                ============         =============

                                       7




                                                                        Twelve Months Ended
                                                                            December 31,
                                                                ----------------------------------      Percentage
                                                                    2004                 2003             Change
                                                                ------------          ------------     ------------
                                                                                                  
Weighted average common shares outstanding:
  Basic                                                               54,871                53,881            2%
  Diluted                                                             57,301                55,464            3%

Production (daily - net of royalties)
  Oil (barrels)                                                       19,247                18,894            2%
  Gas (mcf)                                                           82,224                94,858          -13%
  BOE (6:1)                                                           32,951                34,704           -5%

Unit sales price (including hedges)
  Oil (per barrel)                                                     27.36                 24.52           12%
  Gas (per mcf)                                                         5.57                  4.45           25%

Unit sales price (excluding hedges)
  Oil (per barrel)                                                     36.46                 27.47           33%
  Gas (per mcf)                                                         6.24                  5.66           10%

Reconciliation of Non-GAAP
  Financial Measure to GAAP: (1)
Adjusted cash flow from
  operations (non-GAAP measure)                                      200,353               189,802            6%
Net change in assets and liabilities relating to
  operations                                                         (31,701)                7,813         >100%
                                                                ------------          ------------
Cash flow from operations (GAAP measure)                             168,652               197,615          -15%
                                                                ------------          ------------

Oil & gas capital investments                                        178,070               158,444           12%
CO2 capital investments                                               50,265                22,673         >100%
Proceeds from sales of oil and gas properties                        197,575                29,410         >100%

Cash and cash equivalents                                             54,889                24,188         >100%
Short-term investments                                                35,321                     -           N/A
Total assets                                                         992,706               982,621            1%
Total long-term debt (excluding discount)                            229,184               300,000          -24%
Total stockholders' equity                                           541,672               421,202           29%

BOE data (6:1)
  Revenue                                                              36.88                 30.43           21%
  Loss on settlements of derivative contracts                          (7.01)                (4.91)          43%
  Lease operating costs                                                (7.22)                (7.06)           2%
  Production taxes and marketing expense                               (1.55)                (1.17)          32%
                                                                ------------          ------------
    Production netback                                                 21.10                 17.29           22%
  CO2 operating cash flow                                               0.41                  0.51          -20%
  General and administrative                                           (1.78)                (1.20)          48%
  Net cash interest expense                                            (1.34)                (1.61)         -17%
  Current income taxes and other                                       (1.78)                (0.01)        >100%
  Changes in asset and liabilities                                     (2.63)                 0.62         >100%
                                                                ------------          ------------
    Cash flow from operations                                          13.98                 15.60          -10%
                                                                ============          ============

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

                                       8

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 CO2 used for  tertiary  oil recovery
east of the Mississippi  River,  and holds key operating  acreage in the onshore
Louisiana  and Texas  Barnett  Shale areas.  The Company  increases the value of
acquired  properties  in its core areas through a  combination  of  exploitation
drilling and proven engineering extraction practices.

     This press release, other than historical financial  information,  contains
forward  looking  statements  that  involve  risks and  uncertainties  including
expected  reserve  quantities  and  values  relating  to  the  Company's  proved
reserves,  the  Company's  potential  reserves  from  its  tertiary  operations,
forecasted  production levels relating to the Company's tertiary  operations and
overall  production levels,  estimated capital  expenditures for 2005, and other
risks and  uncertainties  detailed in the Company's  filings with the Securities
and Exchange  Commission,  including  Denbury's most recent reports on Form 10-K
and Form 10-Q. These risks and  uncertainties are incorporated by this reference
as though fully set forth herein.  These  statements  are based on  engineering,
geological,  financial and operating  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, Chief Financial Officer, 972-673-2000
www.denbury.com