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 (or Date of Earliest Event Reported): December 2, 1998



                             DENBURY RESOURCES INC.
             (Exact name of Registrant as specified in its charter)


          Canada                       1-12935                  75-2294373
(State of incorporation or    (Commission File Number)        (IRS Employer
       organization)                                        Identification No.)

                               17304 Preston Road
                                    Suite 200
                               Dallas, Texas 77252
                    (Address of principal executive offices)


                                 (972) 673-2000
                         (Registrant's telephone number)

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ITEM 5.     Other Events.

     On December 2, 1998, Denbury Resources Inc. (the "Company")  announced that
it had reached an agreement in principle with its largest shareholder, the Texas
Pacific  Group  ("TPG") to issue to an  affiliate  of TPG $100 million of common
shares of the  Company  at $5.39  per  share,  subject  to  certain  conditions,
including  a fairness  opinion  and  shareholder  approval.  A copy of the press
release announcing the transaction is attached hereto as Exhibit 99.1.



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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: December 2, 1998


                                          Denbury Resources, Inc.


                                          By:  /s/ Phil Rykhoek 
                                              --------------------------
                                          Name: Phil Rykhoek
                                          Title:Chief Financial Officer


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                                  EXHIBIT INDEX



    Exhibit
      No.                       Exhibit Description

      99.1            Press Release dated December 2, 1998
































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