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): December 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                     (Zip code)
                  offices)


Registrant's telephone number, including area code:      (972) 673-2000








Item 5.  Other Events.

     On December 18, 2003,  Denbury  Resources  Inc. and affiliates of the Texas
Pacific Group ("TPG")  entered into an  Underwriting  Agreement  with CIBC World
Markets Corp. (the  "Underwriter"),  pursuant to which TPG has agreed to sell to
the Underwriter  8,000,000 shares of Denbury's common stock at a price of $13.25
per share.  Upon closing,  TPG's  ownership  percentage of Denbury's  issued and
outstanding  shares  of  common  stock  will  drop  from  approximately  32%  to
approximately 17%. Denbury will not receive any of the proceeds from the sale of
shares by TPG and this  offering  will not affect  the number of Denbury  shares
issued  and  outstanding.   TPG  remains  Denbury's   largest   stockholder  and
representatives of TPG currently hold three of eight seats on Denbury's board of
directors.

     Denbury issued a press release on December 19, 2003  describing the sale of
the shares by TPG. A copy of the press release  announcing  the  transaction  is
attached hereto as Exhibit 99.1.


Item 7.   Financial Statements and Exhibits.



       (c) Exhibits:

                  Exhibit No.               Exhibit

                                         
                  1.1                       Underwriting Agreement among CIBC World Markets Corp., Denbury
                                            Resources Inc., TPG Partners, L.P., TPG Parallel I, L.P., TPG
                                            Partners II, L.P., TPG Parallel II, L.P., TPG Investors II, L.P., TPG
                                            1999 Equity Partners II, L.P., dated December 18, 2003.

                  99.1                      Press Release.



                                   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: December 19, 2003             By:             /s/ Phil Rykhoek
                                                --------------------------------
                                                        Phil Rykhoek
                                                   Sr. Vice President and
                                                   Chief Financial Officer