===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           _________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ____________________________

                            ENERPLUS RESOURCES FUND
             (Exact name of registrant as specified in its charter)

           ALBERTA, CANADA                                  N/A
    (State of other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                THE DOME TOWER, SUITE 3000, 333 - 7TH AVENUE S.W.
                        CALGARY, ALBERTA, CANADA T2P 2Z1
                                 (403) 298-2200
          (Address of principal executive offices, including zip code)
                         _____________________________

                        TRUST UNIT RIGHTS INCENTIVE PLAN
                         EXECUTIVE FULL VALUE UNIT PLAN
                          EMPLOYEE FULL VALUE UNIT PLAN
                            (Full title of each plan)

                              CT CORPORATION SYSTEM
                           111 8TH AVENUE, 13TH FLOOR
                            NEW YORK, NEW YORK 10011
                                 (212) 894-8700
(Name, address and telephone number, including area code, of agent for service)
                       __________________________________
<TABLE>
<CAPTION>
                                   COPIES TO:
<S>                           <C>                            <C>
      Gordon J. Kerr                 Chad Schneider                  Andrew J. Foley
  Enerplus Resources Fund     Blake, Cassels & Graydon LLP   Paul, Weiss, Rifkind, Wharton &
The Dome Tower, Suite 3000    3500, 855 - 2nd Street S.W.              Garrison LLP
   333 - 7th Avenue S.W.            Calgary, Alberta           1285 Avenue of the Americas
     Calgary, Alberta,               Canada T2P 4J8           New York, New York 10019-6064
      Canada T2P 2Z1                 (403) 260-9600                   (212) 373-3000
      (403) 298-2200
</TABLE>
===============================================================================

                         CALCULATION OF REGISTRATION FEE

                                       1
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
        TITLE OF                                PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
    SECURITIES TO BE          AMOUNT TO BE     OFFERING PRICE PER        AGGREGATE         REGISTRATION
       REGISTERED          REGISTERED (1)(2)     TRUST UNIT (3)      OFFERING PRICE (3)        FEE
----------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>                <C>                  <C>
Trust Unit Rights              2,000,000          U.S. $45.71         U.S. $91,420,000     U.S. $9,781.94
Incentive Plan
----------------------------------------------------------------------------------------------------------
Executive Full Value              50,000          U.S. $45.71          U.S. $2,285,500       U.S. $244.55
Unit Plan
----------------------------------------------------------------------------------------------------------
Employee Full Value Unit         250,000          U.S. $45.71         U.S. $11,427,500     U.S. $1,222.74
Plan
----------------------------------------------------------------------------------------------------------
TOTAL                          2,300,000               --            U.S. $105,133,000    U.S. $11,249.23
----------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Represents  the  maximum  number of  additional  trust  units (the  "TRUST
     UNITS") of  Enerplus  Resources  Fund (the  "REGISTRANT")  issuable in the
     United States under the  Registrant's  Trust Unit Rights  Incentive  Plan,
     Executive  Full  Value  Unit  Plan  and  Employee  Full  Value  Unit  Plan
     (collectively, the "PLANS"), as specified below.

(2)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended  (the
     "SECURITIES ACT"), the number of Trust Units being registered hereby shall
     be adjusted to include any additional Trust Units that may become issuable
     as a result of stock  splits,  stock  dividends,  recapitalization  or any
     other similar  transactions  effected without the receipt of consideration
     that results in an increase in the number of the Registrant's  outstanding
     Trust  Units in  accordance  with the  provisions  of the plans  described
     herein.

(3)  Pursuant to Rules 457(c) and 457(h) under the Securities Act, the Proposed
     Maximum Offering Price Per Trust Unit and the Proposed  Maximum  Aggregate
     Offering  Price are  estimated,  solely for the purpose of  computing  the
     registration  fee,  based on the average of the high and low prices of the
     Trust  Units  being  registered  hereby as  reported on The New York Stock
     Exchange on December 4, 2006.


                                       2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         All  information  required  by Part I to be  contained  in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         All  information  required  by Part I to be  contained  in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  previously  filed with the  Commission  are
incorporated by reference herein and shall be deemed a part hereof:

         (a)      The  Annual  Report  of the  Registrant  on Form 40-F for the
                  fiscal year ended  December  31,  2005 (File No.  001-15150),
                  filed on March 7, 2006  pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 (the "Exchange Act");

         (b)      The  description  of  the  Registrant's  Trust  Units  in the
                  Registration  Statement of the  Registrant on Form 8-A, filed
                  on May 22, 2002  pursuant to Section 12 of the Exchange  Act;
                  and

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the  Exchange Act since the end of the fiscal year covered by
                  the Annual Report of the Registrant referred to in (a) above.

         All  documents  filed by the  Registrant  pursuant to Sections  13(a),
13(c),  14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing  of a  post-effective  amendment  which  indicates  that all  securities
offered  have been sold or which  deregisters  all  securities  then  remaining
unsold shall be deemed to be incorporated by reference  herein and to be a part
hereof from the date of filing of such documents.

         Any  statement  contained in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent that a statement
contained herein or in any other  subsequently  filed

                                       3
<PAGE>

document  which also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so modified or
superseded  shall  not be  deemed,  except as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Business  Corporations  Act (Alberta) (the "ABCA") provides that a
corporation may, in certain  circumstances,  indemnify a director or officer of
the corporation,  a former director or officer of the corporation, a person who
acts or acted at the  corporation's  request as a director or officer of a body
corporate of which the  corporation is or was a shareholder or creditor and the
heirs and legal representatives of any such persons (collectively, "INDEMNIFIED
PERSONS") against all costs,  charges and expenses  reasonably  incurred by any
such  Indemnified  Person,  including  an  amount  paid to  settle an action or
satisfy a judgment, in respect of any civil, criminal or administrative actions
or  proceedings  to which the  director or officer is made a party by reason of
being or having  been a director  or officer of the  corporation  or other body
corporate, if (a) the director or officer acted honestly and in good faith with
a view to the  best  interests  of the  corporation,  and (b) in the  case of a
criminal or administrative  action or proceeding that is enforced by a monetary
penalty, the director or officer had reasonable grounds for believing that such
director or officer's conduct was lawful  (collectively,  the  "INDEMNIFICATION
CONDITIONS").

         EnerMark  Inc.  ("ENERMARK")  is  a  wholly-owned  subsidiary  of  the
Registrant  that is  responsible  for the overall  governance  of Enerplus  and
establishes  the  general   policies  and  principles   outlining  the  overall
management  and  direction of Enerplus.  The by-laws of EnerMark  provide that,
subject to Section 124 of the ABCA, it shall indemnify  Indemnified  Persons of
EnerMark in the manner  contemplated by the ABCA.  Additionally,  in accordance
with the  provisions  of the ABCA and the  by-laws of  EnerMark,  EnerMark  has
entered into indemnity agreements with each of its officers and directors under
which  EnerMark  has agreed to  indemnify  and save  harmless  its officers and
directors against any and all damages, liabilities,  costs, charges or expenses
suffered or incurred by such officers or directors,  or their respective heirs,
successors  or legal  representatives,  as a result or by reason of such person
being or having been a director  and/or  officer of  EnerMark.  Such  indemnity
agreements  supplement the indemnification  provisions contained in the by-laws
of EnerMark and include specific provisions relating to any tax that may become
payable as a result of such  indemnification,  the  retention  of counsel by an
indemnified party and the mechanics under which claims for  indemnification may
be made and expenses and other costs paid.

         As contemplated by Section 124(4) of the ABCA,  EnerMark has purchased
insurance  against  potential  claims  against  the past,  present  and  future
directors and officers of EnerMark and against any loss for which  EnerMark may
be required or permitted by law to indemnify such  directors and officers.  The
ABCA provides that a corporation may not purchase  insurance for the

                                       4
<PAGE>

benefit  of an  Indemnified  Person  against a  liability  that  relates to the
person's  failure  to act  honestly  and in good  faith with a view to the best
interests of the corporation or body corporate.

         Notwithstanding  the foregoing,  the ABCA provides that an Indemnified
Person is entitled to indemnity  from the  corporation in respect of all costs,
charges and expenses  reasonably  incurred by the person in connection with the
defense of any civil,  criminal or administrative action or proceeding to which
the  person is made a party by reason of being or  having  been a  director  or
officer of the corporation or body corporate,  if the person seeking  indemnity
(a) was  substantially  successful on the merits in the person's defense of the
action or proceeding,  (b) fulfills the Indemnification  Conditions, and (c) is
fairly and reasonably entitled to indemnity.

         Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has  been  informed  that  in  the  opinion  of  the  of  the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is
therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this registration  statement are listed in the exhibit
index, which appears elsewhere herein and is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1)   To file,  during any period in which offers or sales are being made,
           a post-effective amendment to this Registration Statement:

           (i)    To  include  any  prospectus   required  by  Section
                  10(a)(3) of the Securities Act;

           (ii)   To  reflect  in the  prospectus  any facts or events
                  arising   after   the   effective   date   of   this
                  Registration   Statement   (or   the   most   recent
                  post-effective     amendment     thereof)     which,
                  individually  or  in  the  aggregate,   represent  a
                  fundamental  change in the  information set forth in
                  this Registration Statement;

           (iii)  To include any material  information with respect to
                  the plan of distribution not previously disclosed in
                  this  Registration  Statement or any material change
                  to such information in this Registration Statement;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective  amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the  Commission  by the  Registrant  pursuant  to  Section  13 or  15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

                                       5
<PAGE>

     (2)   That,  for the  purpose  of  determining  any  liability  under  the
           Securities Act, each such  post-effective  amendment shall be deemed
           to  be a new  registration  statement  relating  to  the  securities
           offered  therein,  and the offering of such  securities at that time
           shall be deemed to be the initial BONA FIDE offering thereof.

     (3)   To remove from  registration by means of a post-effective  amendment
           any of the securities  being  registered  which remain unsold at the
           termination of the offering.

(b)  The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability  under the  Securities  Act, each filing of the
     Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
     the  Exchange  Act (and  where  applicable,  each  filing of the  employee
     benefit  plan's  annual  report  pursuant to Section 15(d) of the Exchange
     Act) that is incorporated by reference in the Registration Statement shall
     be deemed to be a new  registration  statement  relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial BONA FIDE offering thereof.

(c)  Insofar as  indemnification  for liabilities  arising under the Securities
     Act may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the indemnification provisions described under Item
     6, or otherwise,  the  Registrant  has been advised that in the opinion of
     the Commission such  indemnification is against public policy as expressed
     in the Securities Act and is, therefore,  unenforceable. In the event that
     a claim for  indemnification  against  such  liabilities  (other  than the
     payment by the  Registrant  of  expenses  incurred  or paid by a director,
     officer or controlling  person of the Registrant in the successful defense
     of any action,  suit or proceeding) is asserted by such director,  officer
     or controlling  person in connection with the securities being registered,
     the Registrant  will,  unless in the opinion of its counsel the matter has
     been settled by  controlling  precedent,  submit to a court of appropriate
     jurisdiction  the question whether such  indemnification  by it is against
     public policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.


                                       6
<PAGE>

SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing  on Form S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized,  in the City of Calgary, Province of Alberta, Country of Canada, on
December 7, 2006.

                               ENERPLUS RESOURCES FUND


                               By ENERMARK INC.


                               By: /s/ Gordon J. Kerr
                                   ---------------------------------
                                   Name:  Gordon J. Kerr
                                   Title: President and Chief Executive Officer
                                          and Director




                                       7
<PAGE>

                               POWERS OF ATTORNEY

         Each person whose  signature  appears below  constitutes  and appoints
each of  Gordon  J.  Kerr and  Robert  J.  Waters  his or her  true and  lawful
attorney-in-fact  and  agent,  each of whom may act  alone,  with full power of
substitution and  resubstitution,  for him or her and in his or her name, place
and  stead,  in any and all  capacities,  to  sign  and to file a  Registration
Statement on Form S-8 (or such other Form as may be  appropriate) in connection
with the  registration  of  Common  Shares  of the  Registrant  and any and all
amendments  (including  post-effective  amendments)  to any  such  Registration
Statement on Form S-8 with the Commission, granting unto said attorneys-in-fact
and  agents,  each of whom may act alone,  full power and  authority  to do and
perform each and every act and thing  requisite and necessary to be done in and
about the  premises,  as fully to all intents and purposes as he might or could
do in person,  hereby ratifying and confirming all that said  attorneys-in-fact
and agents,  each of whom may act alone, or his/her  substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this  Registration
statement  on  Form  S-8  has  been  signed  by the  following  persons  in the
capacities indicated on December 7, 2006.

       SIGNATURE                                     TITLE
       ---------                                     -----


/s/  Gordon J. Kerr                 Gordon J. Kerr, President and Chief
---------------------------         Executive Officer and Director
                                    (Principal Executive Officer)



/s/  Robert J. Waters               Robert J. Waters, Senior Vice President and
---------------------------         Chief Financial Officer
                                    (Principal Financial Officer and Principal
                                    Accounting Officer)


/s/  Douglas R. Martin              Douglas R. Martin, Chairman of the Board
---------------------------


/s/  Edwin Dodge                    Edwin Dodge, Director
---------------------------


/s/  Robert Normand                 Robert Normand, Director
---------------------------


<PAGE>


/s/  Glen D. Roane                  Glen D. Roane, Director
---------------------------


/s/  W.C. Seth                      W.C. Seth, Director
---------------------------


/s/  Donald T. West                 Donald T. West, Director
---------------------------


/s/  Harry B. Wheeler               Harry B. Wheeler, Director
---------------------------


/s/  Robert L. Zorich               Robert L. Zorich, Director
---------------------------






<PAGE>

                         AUTHORIZED U.S. REPRESENTATIVE

         Pursuant to the  requirements  of Section 6(a) of the Securities  Act,
the Authorized Representative has duly caused this Registration Statement to be
signed on its behalf by the  undersigned,  solely in its  capacity  as the duly
authorized  representative of Enerplus  Resources Fund in the United States, in
the City of Calgary,  Province of  Alberta,  Country of Canada,  on December 7,
2006.

                              ENERPLUS RESOURCES (USA) CORPORATION
                              (Authorized U.S. Representative)


                              By:  /s/ Gordon J. Kerr
                                   ------------------------------------------
                                   Name:   Gordon J. Kerr
                                   Title:  President and Chief Executive Officer

<PAGE>

                                 EXHIBIT INDEX


EXHIBIT    DESCRIPTION
-------    -----------

4.1        Enerplus Resources Fund Amended and Restated Trust Indenture, dated
           as of January 1, 2004

5.1        Opinion of Blake, Cassels & Graydon LLP, regarding the legality of
           the Trust Units

23.1       Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1)

23.2       Consent of Deloitte & Touche LLP

23.3       Consent of Sproule Associates Limited

23.4       Consent of GLJ Petroleum Consultants Ltd.

23.5       Consent of DeGolyer and MacNaughton

24.1       Power of Attorney (included in signature page)
[{"type": "S-8", "sequence": "1", "filename": "forms-8_120706.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22697}]
{"company-data": {"conformed-name": "ENERPLUS RESOURCES FUND", "cik": "0001126874", "assigned-sic": "1311", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139166", "film-number": "061262684"}, "business-address": {"street1": "THE DOME TOWER,", "street2": "3000  - 333 7TH AVENUE SW", "city": "CALGARY", "state": "A0", "zip": "T2P 2Z1", "phone": "4032982200"}, "mail-address": {"street1": "THE DOME TOWER", "street2": "3000 - 333 7TH AVENUE SW", "city": "CALGARY", "state": "A0", "zip": "T2P 2Z1"}}
===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           _________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ____________________________

                            ENERPLUS RESOURCES FUND
             (Exact name of registrant as specified in its charter)

           ALBERTA, CANADA                                  N/A
    (State of other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                THE DOME TOWER, SUITE 3000, 333 - 7TH AVENUE S.W.
                        CALGARY, ALBERTA, CANADA T2P 2Z1
                                 (403) 298-2200
          (Address of principal executive offices, including zip code)
                         _____________________________

                        TRUST UNIT RIGHTS INCENTIVE PLAN
                         EXECUTIVE FULL VALUE UNIT PLAN
                          EMPLOYEE FULL VALUE UNIT PLAN
                            (Full title of each plan)

                              CT CORPORATION SYSTEM
                           111 8TH AVENUE, 13TH FLOOR
                            NEW YORK, NEW YORK 10011
                                 (212) 894-8700
(Name, address and telephone number, including area code, of agent for service)
                       __________________________________
COPIES TO:
Gordon J. Kerr                 Chad Schneider                  Andrew J. Foley
  Enerplus Resources Fund     Blake, Cassels & Graydon LLP   Paul, Weiss, Rifkind, Wharton &
The Dome Tower, Suite 3000    3500, 855 - 2nd Street S.W.              Garrison LLP
   333 - 7th Avenue S.W.            Calgary, Alberta           1285 Avenue of the Americas
     Calgary, Alberta,               Canada T2P 4J8           New York, New York 10019-6064
      Canada T2P 2Z1                 (403) 260-9600                   (212) 373-3000
      (403) 298-2200
===============================================================================

                         CALCULATION OF REGISTRATION FEE

                                       1
----------------------------------------------------------------------------------------------------------
        TITLE OF                                PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
    SECURITIES TO BE          AMOUNT TO BE     OFFERING PRICE PER        AGGREGATE         REGISTRATION
       REGISTERED          REGISTERED (1)(2)     TRUST UNIT (3)      OFFERING PRICE (3)        FEE
----------------------------------------------------------------------------------------------------------
Trust Unit Rights              2,000,000          U.S. $45.71         U.S. $91,420,000     U.S. $9,781.94
Incentive Plan
----------------------------------------------------------------------------------------------------------
Executive Full Value              50,000          U.S. $45.71          U.S. $2,285,500       U.S. $244.55
Unit Plan
----------------------------------------------------------------------------------------------------------
Employee Full Value Unit         250,000          U.S. $45.71         U.S. $11,427,500     U.S. $1,222.74
Plan
----------------------------------------------------------------------------------------------------------
TOTAL                          2,300,000               --            U.S. $105,133,000    U.S. $11,249.23
----------------------------------------------------------------------------------------------------------
(1)  Represents  the  maximum  number of  additional  trust  units (the  "TRUST
     UNITS") of  Enerplus  Resources  Fund (the  "REGISTRANT")  issuable in the
     United States under the  Registrant's  Trust Unit Rights  Incentive  Plan,
     Executive  Full  Value  Unit  Plan  and  Employee  Full  Value  Unit  Plan
     (collectively, the "PLANS"), as specified below.

(2)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended  (the
     "SECURITIES ACT"), the number of Trust Units being registered hereby shall
     be adjusted to include any additional Trust Units that may become issuable
     as a result of stock  splits,  stock  dividends,  recapitalization  or any
     other similar  transactions  effected without the receipt of consideration
     that results in an increase in the number of the Registrant's  outstanding
     Trust  Units in  accordance  with the  provisions  of the plans  described
     herein.

(3)  Pursuant to Rules 457(c) and 457(h) under the Securities Act, the Proposed
     Maximum Offering Price Per Trust Unit and the Proposed  Maximum  Aggregate
     Offering  Price are  estimated,  solely for the purpose of  computing  the
     registration  fee,  based on the average of the high and low prices of the
     Trust  Units  being  registered  hereby as  reported on The New York Stock
     Exchange on December 4, 2006.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         All  information  required  by Part I to be  contained  in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         All  information  required  by Part I to be  contained  in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  previously  filed with the  Commission  are
incorporated by reference herein and shall be deemed a part hereof:

         (a)      The  Annual  Report  of the  Registrant  on Form 40-F for the
                  fiscal year ended  December  31,  2005 (File No.  001-15150),
                  filed on March 7, 2006  pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 (the "Exchange Act");

         (b)      The  description  of  the  Registrant's  Trust  Units  in the
                  Registration  Statement of the  Registrant on Form 8-A, filed
                  on May 22, 2002  pursuant to Section 12 of the Exchange  Act;
                  and

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the  Exchange Act since the end of the fiscal year covered by
                  the Annual Report of the Registrant referred to in (a) above.

         All  documents  filed by the  Registrant  pursuant to Sections  13(a),
13(c),  14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing  of a  post-effective  amendment  which  indicates  that all  securities
offered  have been sold or which  deregisters  all  securities  then  remaining
unsold shall be deemed to be incorporated by reference  herein and to be a part
hereof from the date of filing of such documents.

         Any  statement  contained in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent that a statement
contained herein or in any other  subsequently  filed

                                       3
document  which also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so modified or
superseded  shall  not be  deemed,  except as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Business  Corporations  Act (Alberta) (the "ABCA") provides that a
corporation may, in certain  circumstances,  indemnify a director or officer of
the corporation,  a former director or officer of the corporation, a person who
acts or acted at the  corporation's  request as a director or officer of a body
corporate of which the  corporation is or was a shareholder or creditor and the
heirs and legal representatives of any such persons (collectively, "INDEMNIFIED
PERSONS") against all costs,  charges and expenses  reasonably  incurred by any
such  Indemnified  Person,  including  an  amount  paid to  settle an action or
satisfy a judgment, in respect of any civil, criminal or administrative actions
or  proceedings  to which the  director or officer is made a party by reason of
being or having  been a director  or officer of the  corporation  or other body
corporate, if (a) the director or officer acted honestly and in good faith with
a view to the  best  interests  of the  corporation,  and (b) in the  case of a
criminal or administrative  action or proceeding that is enforced by a monetary
penalty, the director or officer had reasonable grounds for believing that such
director or officer's conduct was lawful  (collectively,  the  "INDEMNIFICATION
CONDITIONS").

         EnerMark  Inc.  ("ENERMARK")  is  a  wholly-owned  subsidiary  of  the
Registrant  that is  responsible  for the overall  governance  of Enerplus  and
establishes  the  general   policies  and  principles   outlining  the  overall
management  and  direction of Enerplus.  The by-laws of EnerMark  provide that,
subject to Section 124 of the ABCA, it shall indemnify  Indemnified  Persons of
EnerMark in the manner  contemplated by the ABCA.  Additionally,  in accordance
with the  provisions  of the ABCA and the  by-laws of  EnerMark,  EnerMark  has
entered into indemnity agreements with each of its officers and directors under
which  EnerMark  has agreed to  indemnify  and save  harmless  its officers and
directors against any and all damages, liabilities,  costs, charges or expenses
suffered or incurred by such officers or directors,  or their respective heirs,
successors  or legal  representatives,  as a result or by reason of such person
being or having been a director  and/or  officer of  EnerMark.  Such  indemnity
agreements  supplement the indemnification  provisions contained in the by-laws
of EnerMark and include specific provisions relating to any tax that may become
payable as a result of such  indemnification,  the  retention  of counsel by an
indemnified party and the mechanics under which claims for  indemnification may
be made and expenses and other costs paid.

         As contemplated by Section 124(4) of the ABCA,  EnerMark has purchased
insurance  against  potential  claims  against  the past,  present  and  future
directors and officers of EnerMark and against any loss for which  EnerMark may
be required or permitted by law to indemnify such  directors and officers.  The
ABCA provides that a corporation may not purchase  insurance for the

                                       4
benefit  of an  Indemnified  Person  against a  liability  that  relates to the
person's  failure  to act  honestly  and in good  faith with a view to the best
interests of the corporation or body corporate.

         Notwithstanding  the foregoing,  the ABCA provides that an Indemnified
Person is entitled to indemnity  from the  corporation in respect of all costs,
charges and expenses  reasonably  incurred by the person in connection with the
defense of any civil,  criminal or administrative action or proceeding to which
the  person is made a party by reason of being or  having  been a  director  or
officer of the corporation or body corporate,  if the person seeking  indemnity
(a) was  substantially  successful on the merits in the person's defense of the
action or proceeding,  (b) fulfills the Indemnification  Conditions, and (c) is
fairly and reasonably entitled to indemnity.

         Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has  been  informed  that  in  the  opinion  of  the  of  the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is
therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The exhibits to this registration  statement are listed in the exhibit
index, which appears elsewhere herein and is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1)   To file,  during any period in which offers or sales are being made,
           a post-effective amendment to this Registration Statement:

           (i)    To  include  any  prospectus   required  by  Section
                  10(a)(3) of the Securities Act;

           (ii)   To  reflect  in the  prospectus  any facts or events
                  arising   after   the   effective   date   of   this
                  Registration   Statement   (or   the   most   recent
                  post-effective     amendment     thereof)     which,
                  individually  or  in  the  aggregate,   represent  a
                  fundamental  change in the  information set forth in
                  this Registration Statement;

           (iii)  To include any material  information with respect to
                  the plan of distribution not previously disclosed in
                  this  Registration  Statement or any material change
                  to such information in this Registration Statement;

         PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective  amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the  Commission  by the  Registrant  pursuant  to  Section  13 or  15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

                                       5
(2)   That,  for the  purpose  of  determining  any  liability  under  the
           Securities Act, each such  post-effective  amendment shall be deemed
           to  be a new  registration  statement  relating  to  the  securities
           offered  therein,  and the offering of such  securities at that time
           shall be deemed to be the initial BONA FIDE offering thereof.

     (3)   To remove from  registration by means of a post-effective  amendment
           any of the securities  being  registered  which remain unsold at the
           termination of the offering.

(b)  The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability  under the  Securities  Act, each filing of the
     Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
     the  Exchange  Act (and  where  applicable,  each  filing of the  employee
     benefit  plan's  annual  report  pursuant to Section 15(d) of the Exchange
     Act) that is incorporated by reference in the Registration Statement shall
     be deemed to be a new  registration  statement  relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial BONA FIDE offering thereof.

(c)  Insofar as  indemnification  for liabilities  arising under the Securities
     Act may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the indemnification provisions described under Item
     6, or otherwise,  the  Registrant  has been advised that in the opinion of
     the Commission such  indemnification is against public policy as expressed
     in the Securities Act and is, therefore,  unenforceable. In the event that
     a claim for  indemnification  against  such  liabilities  (other  than the
     payment by the  Registrant  of  expenses  incurred  or paid by a director,
     officer or controlling  person of the Registrant in the successful defense
     of any action,  suit or proceeding) is asserted by such director,  officer
     or controlling  person in connection with the securities being registered,
     the Registrant  will,  unless in the opinion of its counsel the matter has
     been settled by  controlling  precedent,  submit to a court of appropriate
     jurisdiction  the question whether such  indemnification  by it is against
     public policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                       6
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of the
requirements  for  filing  on Form S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized,  in the City of Calgary, Province of Alberta, Country of Canada, on
December 7, 2006.

                               ENERPLUS RESOURCES FUND

                               By ENERMARK INC.

                               By: /s/ Gordon J. Kerr
                                   ---------------------------------
                                   Name:  Gordon J. Kerr
                                   Title: President and Chief Executive Officer
                                          and Director

                                       7
POWERS OF ATTORNEY

         Each person whose  signature  appears below  constitutes  and appoints
each of  Gordon  J.  Kerr and  Robert  J.  Waters  his or her  true and  lawful
attorney-in-fact  and  agent,  each of whom may act  alone,  with full power of
substitution and  resubstitution,  for him or her and in his or her name, place
and  stead,  in any and all  capacities,  to  sign  and to file a  Registration
Statement on Form S-8 (or such other Form as may be  appropriate) in connection
with the  registration  of  Common  Shares  of the  Registrant  and any and all
amendments  (including  post-effective  amendments)  to any  such  Registration
Statement on Form S-8 with the Commission, granting unto said attorneys-in-fact
and  agents,  each of whom may act alone,  full power and  authority  to do and
perform each and every act and thing  requisite and necessary to be done in and
about the  premises,  as fully to all intents and purposes as he might or could
do in person,  hereby ratifying and confirming all that said  attorneys-in-fact
and agents,  each of whom may act alone, or his/her  substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this  Registration
statement  on  Form  S-8  has  been  signed  by the  following  persons  in the
capacities indicated on December 7, 2006.

       SIGNATURE                                     TITLE
       ---------                                     -----

/s/  Gordon J. Kerr                 Gordon J. Kerr, President and Chief
---------------------------         Executive Officer and Director
                                    (Principal Executive Officer)

/s/  Robert J. Waters               Robert J. Waters, Senior Vice President and
---------------------------         Chief Financial Officer
                                    (Principal Financial Officer and Principal
                                    Accounting Officer)

/s/  Douglas R. Martin              Douglas R. Martin, Chairman of the Board
---------------------------

/s/  Edwin Dodge                    Edwin Dodge, Director
---------------------------

/s/  Robert Normand                 Robert Normand, Director
---------------------------
/s/  Glen D. Roane                  Glen D. Roane, Director
---------------------------

/s/  W.C. Seth                      W.C. Seth, Director
---------------------------

/s/  Donald T. West                 Donald T. West, Director
---------------------------

/s/  Harry B. Wheeler               Harry B. Wheeler, Director
---------------------------

/s/  Robert L. Zorich               Robert L. Zorich, Director
---------------------------
AUTHORIZED U.S. REPRESENTATIVE

         Pursuant to the  requirements  of Section 6(a) of the Securities  Act,
the Authorized Representative has duly caused this Registration Statement to be
signed on its behalf by the  undersigned,  solely in its  capacity  as the duly
authorized  representative of Enerplus  Resources Fund in the United States, in
the City of Calgary,  Province of  Alberta,  Country of Canada,  on December 7,
2006.

                              ENERPLUS RESOURCES (USA) CORPORATION
                              (Authorized U.S. Representative)

                              By:  /s/ Gordon J. Kerr
                                   ------------------------------------------
                                   Name:   Gordon J. Kerr
                                   Title:  President and Chief Executive Officer
EXHIBIT INDEX

EXHIBIT    DESCRIPTION
-------    -----------

4.1        Enerplus Resources Fund Amended and Restated Trust Indenture, dated
           as of January 1, 2004

5.1        Opinion of Blake, Cassels & Graydon LLP, regarding the legality of
           the Trust Units

23.1       Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1)

23.2       Consent of Deloitte & Touche LLP

23.3       Consent of Sproule Associates Limited

23.4       Consent of GLJ Petroleum Consultants Ltd.

23.5       Consent of DeGolyer and MacNaughton

24.1       Power of Attorney (included in signature page)