UNITED STATES
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): May 12, 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                       (Zip code)
                  offices)

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

Item 4. Changes In Registrant's Certifying Accountant.
On May 12, 2004, the Audit Committee of Denbury Resources Inc. (the "Company") approved the appointment of PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending December 31, 2004, to replace Deloitte & Touche LLP ("Deloitte") as the Company's independent auditors effective as of May 12, 2004. The decision was affirmed by the Company's board of directors.
Deloitte's audit reports on the Company's financial statements for the two most recent fiscal years, which ended December 31, 2002 and 2003, respectively, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty or audit scope. Deloitte's 2003 report was modified to address the Company's adoption in 2003 of SFAS 143.
During the Company's two most recent fiscal years, which ended December 31, 2002 and 2003, respectively, and the subsequent interim period through March 31, 2004:
(1) there were no disagreements between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Deloitte's satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreement in connection with its reports;
(2) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K) occurred; and
(3) the Company did not consult with PricewaterhouseCoopers LLP regarding any of the matters or events described in Item 304(a)(2)(i) and (ii) of Regulation S-K.
The Company provided Deloitte with a copy of the foregoing statements. A letter from Deloitte, dated May 17, 2004, is attached hereto as Exhibit 16.1.
Item 5. Other Events.
On May 17, 2004, Denbury Resources Inc. issued a press release, attached as Exhibit 99.1, announcing that it has renewed a stock repurchase program (the "Plan") to purchase shares of its common stock on the New York Stock Exchange in order for such repurchased shares to be made available for purchase by employees under Denbury's Employee Stock Purchase Plan. The Plan is intended to comply with the requirements of both SEC Rule 10b5-1 and Rule 10b-18. The Plan provides for purchases through an independent broker of 50,000 shares of Denbury's common stock per fiscal quarter for a period of twelve months, or a total of 200,000 shares, beginning July 1, 2004 and ending on June 30, 2005. Purchases are to be made at prices and times determined in the discretion of the independent broker, provided however that no purchases may be made during the last ten business days of the fiscal quarter, which is the principal period for shares purchased by employees pursuant to Denbury's Employee Stock Purchase Plan.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed with this report on Form 8-K:

Exhibit No.                                   Exhibit Description

    16.1           Letter from Deloitte & Touche  LLP to the Securities and Exchange
                   Commission, dated May 17, 2004, regarding change in certifying
                   accountant, pursuant to Item 304(a)(3) of Regulation S-K.

                   Press Release dated May 17, 2004, regarding renewal of Rule 10b5-1 Stock
    99.1           Repurchase Program.	

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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: May 17, 2004
Denbury Resources Inc.
 (Registrant)

By:      /s/ Phil Rykhoek
         ----------------
         Phil Rykhoek
         Sr. Vice President and Chief
         Financial Officer	

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Exhibit 16.1
May 17, 2004
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4 of Denbury Resources Inc.'s Form 8-K dated May 17, 2004, and have the following comments:
1. We agree with the statements made in the first and second paragraphs and in items (1) and (2) of the third paragraph.
2. We have no basis on which to agree or disagree with the statements made in item (3) of the third paragraph.
Yours truly,

/s/ Deloitte & Touche LLP
Dallas, Texas	

Exhibit 99.1
P R E S S R E L E A S E
Denbury Shareholders Elect Directors and Approve New Stock Plan; Denbury Names New Independent Auditor and Renews Year-long 200,000 Share Repurchase Program
DALLAS - May 17, 2004 - Denbury Resources Inc. (NYSE: DNR) ("Denbury" or the "Company") today announced that shareholders approved all matters voted upon at its annual meeting held on May 12, 2004 , including election of the six director nominees and approval of the new 2004 Omnibus Stock and Incentive Plan.
In addition, at a board meeting held the same day, the audit committee, affirmed by the board of directors, selected PricewaterhouseCoopers LLP as Denbury's independent auditor to replace its long-time auditor, Deloitte & Touche LLP ("Deloitte"). Deloitte has been the Company's auditor since 1991. In February 2004, Denbury's audit committee decided to seek proposals from all four major accounting firms, including Deloitte, as a result of the mandatory rotation of the Deloitte audit partner who had served in that position for seven years. As a result of that proposal process, the Company selected PricewaterhouseCoopers LLP to be its independent auditors for 2004. The Company has not had any disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope and procedures.
At the same board meeting, the directors renewed a stock repurchase program (the "Plan") for another year, consistent with the requirements of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934. The Company adopted a similar plan in August, 2003, which is now complete since all authorized shares have been repurchased. The Plan allows the Company to maintain an adequate amount of stock available for purchase by Denbury's employees each fiscal quarter under Denbury's Employee Stock Purchase Plan. The Plan authorizes the purchase on the New York Stock Exchange of 50,000 shares of the Company's common stock per fiscal quarter through an independent securities broker for a period of twelve months, for a total of 200,000 shares, beginning July 1, 2004 and ending on June 30, 2005. Purchases are to be made at prices and times determined in the discretion of the independent broker; however, no purchases may be made during the last ten business days of the fiscal quarter, which is the pricing period for shares purchased by employees pursuant to Denbury's Employee Stock Purchase Plan.
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 and holds key operating acreage in the onshore Louisiana and offshore Gulf of Mexico areas. The Company increases the value of acquired properties in its core areas through a combination of exploitation drilling and proven engineering extraction practices.