As filed with the Securities and Exchange Commission on January 12, 1999
                        Registration No. - 333-__________
 ------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     --------------------------------------

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


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

           Canada                                           Not applicable
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

17304 Preston Road, Suite 200
        Dallas, Texas                                            75252
(Address of principal executive offices)                      (Zip Code)
                   ------------------------------------------

                    DENBURY RESOURCES INC. STOCK OPTION PLAN
               DENBURY RESOURCES INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)
                   ------------------------------------------

         Phil Rykhoek                                          Copy to:
    Chief Financial Officer                                 Donald Brodsky
    Denbury Resources Inc.                                   Karen Bryant
 17304 Preston Road, Suite 200                           Jenkens & Gilchrist,
      Dallas, Texas 75252                             A Professional Corporation
        (972) 673-2000                                1100 Louisiana, Suite 1800
(Name, address and telephone number                      Houston, Texas 77002
including area code of agent for service)                   (713) 951-3300
                     --------------------------------------

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                         Proposed       Proposed
                                         Maximum         Maximum      
  Title of Class of       Amount     Offering Price    Aggregate      Amount of
  Securities to be         to be           per          Offering    Registration    
     Registered       Registered(1)(2) Share(3)(4)     Price(3)(4)     Fee (4)
--------------------- --------------- -------------- -------------  ------------
<S>                         <C>             <C>       <C>            <C> 
Common Shares, par       
  value                     2,515,756       $  4.768  $ 11,996,000   $  3,335.00
===================== =============== ============== =============  ============
<FN>
   (1)The securities to be registered are 2,015,756  additional  shares reserved
      for  issuance  under  the  Registrant's  Stock  Option  Plan  and  500,000
      additional  shares reserved for issuance under the  Registrant's  Employee
      Stock Purchase Plan (collectively the "Plans").
   (2)Pursuant to Rule 416,  this  Registration  Statement  is deemed to include
      additional  shares of Common Shares  issuable under the terms of the Plans
      to prevent dilution  resulting from any future stock split, stock dividend
      or similar transaction.
   (3)Estimated solely for the purpose of calculating the registration fee.
   (4)Calculated  pursuant  to Rule 457(c) and (h).  Accordingly,  the price per
      share of the Common Shares  offered  hereunder  pursuant to the Plans is a
      weighted  average  price based on (i)  1,493,957  shares of Common  Shares
      reserved for issuance  under the Plans and that are not currently  subject
      to outstanding stock options, at a price per share of $5.125, which is the
      average of the highest and lowest selling price per share of Common Shares
      by the New York Stock  Exchange  on January 5, 1999;  and (ii)  999,275 of
      Common  Shares  reserved  for  issuance  under the Stock  Option  Plan and
      subject to stock options already granted  thereunder and outstanding as of
      January 7, 1999 at an average exercise price of $4.24 and 22,524 of Common
      Shares  reserved for issuance  under the Stock Purchase Plan at an average
      exercise price of $4.27.
</FN>
</TABLE>


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     Pursuant to General  Instruction E to Form S-8 under the  Securities Act of
1933, as amended,  with respect to the registration of additional  securities of
the same class as other securities for which Registration Statements on Form S-8
relating to the same employee  benefit plans are  effective,  Denbury  Resources
Inc.  (the  "Company")  hereby  incorporates  herein the contents of its earlier
Registration  Statements  (Registration  No.  333-1006,  No.  333-27995  and No.
333-55999) by this reference and hereby deems such contents to be a part hereof,
except as otherwise updated or modified in this filing as noted herein.


Item 8.  Exhibits.

      (a)   Exhibits.

            The  following  documents  are filed as a part of this  registration
            statement.


 Exhibit
  Number                     Document Description

4.1     Amendment to Denbury Resources Inc. Stock Option Plan

4.2     Amendment to Denbury Resources Inc. Employee Stock Purchase Plan

5       Opinion of Burnet, Duckworth & Palmer

23      Consent of Deloitte & Touche LLP



                                        1

<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Dallas, Texas, on January 12, 1999:

                                           
                                            Denbury Resources Inc.


                                       By:  /s/ Phil Rykhoek
                                           ----------------------------------
                                           Phil Rykhoek
                                           Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby  constitutes  and appoints Gareth Roberts and Phil Rykhoek,
and each of them,  each with full power to act without  the other,  his true and
lawful  attorneys-in-fact  and agents,  each with full power of substitution and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.


      Signature                         Capacity                      Date
/s/ Ronald G. Greene        Chairman of the  Board of           January 12, 1999
---------------------       Directors
Ronald G. Greene            


/s/ Gareth Roberts          President and Chief Executive       January 12, 1999
---------------------       Officer and Director
Gareth Roberts              (Principal   Executive Officer)


/s/ Phil Rykhoek            Chief Financial Officer and         January 12, 1999
---------------------       Secretary
Phil Rykhoek                (Principal Financial Officer)


/s/ Bobby Bishop            Controller and Chief Accounting     January 12, 1999
---------------------       Officer
Bobby Bishop                (Principal Accounting Officer)


/s/ Wilmot L. Matthews      Director                            January 12, 1999
---------------------
Wilmot L. Matthews


/s/ Wieland F. Wettstein    Director                            January 12, 1999
---------------------
Wieland F. Wettstein


                                      
<PAGE>

                                INDEX TO EXHIBITS


                                                                      
 Exhibit                                                              
 Number                      Document Description                     

4.1     Amendment to Denbury Resources Inc. Stock Option Plan

4.2     Amendment to Denbury Resources Inc. Employee Stock Purchase Plan

5       Opinion of Burnet, Duckworth & Palmer

23      Consent of Deloitte & Touche LLP


                                        4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 9441}]
{"company-data": {"conformed-name": "DENBURY RESOURCES INC", "cik": "0000945764", "assigned-sic": "1311", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70485", "film-number": "99505178"}, "business-address": {"street1": "17304 PRESTON RD", "street2": "STE 200", "city": "DALLAS", "state": "TX", "zip": "75252", "phone": "9726732000"}, "mail-address": {"street1": "17304 PRESTON RD", "street2": "STE 200", "city": "DALLAS", "state": "TX", "zip": "75252"}, "former-company": {"former-conformed-name": "NEWSCOPE RESOURCES LTD", "date-changed": "19950627"}}
As filed with the Securities and Exchange Commission on January 12, 1999
                        Registration No. - 333-__________
 ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     --------------------------------------

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

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

           Canada                                           Not applicable
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

17304 Preston Road, Suite 200
        Dallas, Texas                                            75252
(Address of principal executive offices)                      (Zip Code)
                   ------------------------------------------

                    DENBURY RESOURCES INC. STOCK OPTION PLAN
               DENBURY RESOURCES INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)
                   ------------------------------------------

         Phil Rykhoek                                          Copy to:
    Chief Financial Officer                                 Donald Brodsky
    Denbury Resources Inc.                                   Karen Bryant
 17304 Preston Road, Suite 200                           Jenkens & Gilchrist,
      Dallas, Texas 75252                             A Professional Corporation
        (972) 673-2000                                1100 Louisiana, Suite 1800
(Name, address and telephone number                      Houston, Texas 77002
including area code of agent for service)                   (713) 951-3300
                     --------------------------------------

                       CALCULATION OF REGISTRATION FEE
Proposed       Proposed
                                         Maximum         Maximum      
  Title of Class of       Amount     Offering Price    Aggregate      Amount of
  Securities to be         to be           per          Offering    Registration    
     Registered       Registered(1)(2) Share(3)(4)     Price(3)(4)     Fee (4)
--------------------- --------------- -------------- -------------  ------------
Common Shares, par       
  value                     2,515,756       $  4.768  $ 11,996,000   $  3,335.00
===================== =============== ============== =============  ============
(1)The securities to be registered are 2,015,756  additional  shares reserved
      for  issuance  under  the  Registrant's  Stock  Option  Plan  and  500,000
      additional  shares reserved for issuance under the  Registrant's  Employee
      Stock Purchase Plan (collectively the "Plans").
   (2)Pursuant to Rule 416,  this  Registration  Statement  is deemed to include
      additional  shares of Common Shares  issuable under the terms of the Plans
      to prevent dilution  resulting from any future stock split, stock dividend
      or similar transaction.
   (3)Estimated solely for the purpose of calculating the registration fee.
   (4)Calculated  pursuant  to Rule 457(c) and (h).  Accordingly,  the price per
      share of the Common Shares  offered  hereunder  pursuant to the Plans is a
      weighted  average  price based on (i)  1,493,957  shares of Common  Shares
      reserved for issuance  under the Plans and that are not currently  subject
      to outstanding stock options, at a price per share of $5.125, which is the
      average of the highest and lowest selling price per share of Common Shares
      by the New York Stock  Exchange  on January 5, 1999;  and (ii)  999,275 of
      Common  Shares  reserved  for  issuance  under the Stock  Option  Plan and
      subject to stock options already granted  thereunder and outstanding as of
      January 7, 1999 at an average exercise price of $4.24 and 22,524 of Common
      Shares  reserved for issuance  under the Stock Purchase Plan at an average
      exercise price of $4.27.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Pursuant to General  Instruction E to Form S-8 under the  Securities Act of
1933, as amended,  with respect to the registration of additional  securities of
the same class as other securities for which Registration Statements on Form S-8
relating to the same employee  benefit plans are  effective,  Denbury  Resources
Inc.  (the  "Company")  hereby  incorporates  herein the contents of its earlier
Registration  Statements  (Registration  No.  333-1006,  No.  333-27995  and No.
333-55999) by this reference and hereby deems such contents to be a part hereof,
except as otherwise updated or modified in this filing as noted herein.

Item 8.  Exhibits.

      (a)   Exhibits.

            The  following  documents  are filed as a part of this  registration
            statement.

 Exhibit
  Number                     Document Description

4.1     Amendment to Denbury Resources Inc. Stock Option Plan

4.2     Amendment to Denbury Resources Inc. Employee Stock Purchase Plan

5       Opinion of Burnet, Duckworth & Palmer

23      Consent of Deloitte & Touche LLP

                                        1
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Dallas, Texas, on January 12, 1999:

                                           
                                            Denbury Resources Inc.

                                       By:  /s/ Phil Rykhoek
                                           ----------------------------------
                                           Phil Rykhoek
                                           Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby  constitutes  and appoints Gareth Roberts and Phil Rykhoek,
and each of them,  each with full power to act without  the other,  his true and
lawful  attorneys-in-fact  and agents,  each with full power of substitution and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

      Signature                         Capacity                      Date
/s/ Ronald G. Greene        Chairman of the  Board of           January 12, 1999
---------------------       Directors
Ronald G. Greene            

/s/ Gareth Roberts          President and Chief Executive       January 12, 1999
---------------------       Officer and Director
Gareth Roberts              (Principal   Executive Officer)

/s/ Phil Rykhoek            Chief Financial Officer and         January 12, 1999
---------------------       Secretary
Phil Rykhoek                (Principal Financial Officer)

/s/ Bobby Bishop            Controller and Chief Accounting     January 12, 1999
---------------------       Officer
Bobby Bishop                (Principal Accounting Officer)

/s/ Wilmot L. Matthews      Director                            January 12, 1999
---------------------
Wilmot L. Matthews

/s/ Wieland F. Wettstein    Director                            January 12, 1999
---------------------
Wieland F. Wettstein
INDEX TO EXHIBITS

                                                                      
 Exhibit                                                              
 Number                      Document Description                     

4.1     Amendment to Denbury Resources Inc. Stock Option Plan

4.2     Amendment to Denbury Resources Inc. Employee Stock Purchase Plan

5       Opinion of Burnet, Duckworth & Palmer

23      Consent of Deloitte & Touche LLP

                                        4