As filed with the Securities and Exchange Commission on May 29, 1997
                                              Registration No.   -_____________

                       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
                            (Full title of the plans)
      --------------------------------------------------------------------

              Phil Rykhoek                                   Copy to:
         Chief Financial Officer                          Donald Brodsky
          Denbury Resources Inc.                          Deidre Treadwell
       17304 Preston Road, Suite 200                    Jenkens & Gilchrist,
            Dallas, Texas 75252                      A Professional Corporation
               (972) 713-3000                         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                       Offering      Aggregate      Amount of
Securities to be     Amount to be      Price per     Offering      Registration
   Registered      Registered (1)(2)  Share (3)(4)  Price (3)(4)      Fee (4)
--------------------------------------------------------------------------------
<S>                    <C>                <C>         <C>             <C> 
Common Shares, 
 No par value          1,193,525          $13.35      $15,933,559     $4,828.35
=================  ================= =============== ============== ============
</TABLE>
     (1) The  securities to be registered  are  additional  shares  reserved for
issuance under the Registrant's Stock Option Plan (the "Plan").
     (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) 308,525 shares of Common Shares  originally  reserved
for issuance  under the Plans and that are not currently  subject to outstanding
stock  options,  at a price per share of  $15.25,  which is the  average  of the
highest  and  lowest  selling  price per share of Common  Shares by the New York
Stock Exchange on May 23, 1997;  and (ii) 885,000 of Common Shares  reserved for
issuance  under the Stock  Option  Plan and  subject  to stock  options  already
granted  thereunder and  outstanding  as of May 28, 1997 at an average  exercise
price of $12.69.

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     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 a  Registration  Statement on Form
S-8 relating to the same employee benefit plan is effective,  Denbury  Resources
Inc.  (the  "Company")  hereby  incorporates  herein the contents of its earlier
Registration Statement  (Registration No. 333-1006) 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           Amendment to Denbury Resources Inc. Stock Option Plan

5           Opinion of Burnet, Duckworth & Palmer.

23          Consent of Deloitte & Touche.



                                2

<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 May 29, 1997:

                                           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 Directors      May 29, 1997
------------------------
Ronald G. Greene            


/s/ Gareth Roberts          President  and  Chief  Executive        May 29, 1997
------------------------    Officer and Director
Gareth Roberts              (Principal Executive Officer)

                            
/s/ Phil Rykhoek            Chief Financial Officer and             May 29, 1997
------------------------    Secretary
Phil Rykhoek                (Principal Financial Officer)

                            
/s/ David M. Stanton        Director                                May 29, 1997
------------------------
David M. Stanton

/s/ Wieland F. Wettstein    Director                                May 29, 1997
------------------------
Wieland F. Wettstein


                                      3

<PAGE>

                              INDEX TO EXHIBITS


                                                                    Sequential
 Exhibit                                                               Page
 Number                      Document Description                     Number

4           Amendment to Denbury Resources Inc. Stock Option Plan        5

5           Opinion of Burnet, Duckworth & Palmer.                       6

23          Consent of Deloitte & Touche.                                8



                                      4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8672}]
{"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": "333-27995", "film-number": "97616081"}, "business-address": {"street1": "17304 PRESTON RD", "street2": "STE 200", "city": "DALLAS", "state": "TX", "zip": "75252", "phone": "2147133000"}, "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 May 29, 1997
                                              Registration No.   -_____________

                       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
                            (Full title of the plans)
      --------------------------------------------------------------------

              Phil Rykhoek                                   Copy to:
         Chief Financial Officer                          Donald Brodsky
          Denbury Resources Inc.                          Deidre Treadwell
       17304 Preston Road, Suite 200                    Jenkens & Gilchrist,
            Dallas, Texas 75252                      A Professional Corporation
               (972) 713-3000                         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                       Offering      Aggregate      Amount of
Securities to be     Amount to be      Price per     Offering      Registration
   Registered      Registered (1)(2)  Share (3)(4)  Price (3)(4)      Fee (4)
--------------------------------------------------------------------------------
Common Shares, 
 No par value          1,193,525          $13.35      $15,933,559     $4,828.35
=================  ================= =============== ============== ============
(1) The  securities to be registered  are  additional  shares  reserved for
issuance under the Registrant's Stock Option Plan (the "Plan").
     (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) 308,525 shares of Common Shares  originally  reserved
for issuance  under the Plans and that are not currently  subject to outstanding
stock  options,  at a price per share of  $15.25,  which is the  average  of the
highest  and  lowest  selling  price per share of Common  Shares by the New York
Stock Exchange on May 23, 1997;  and (ii) 885,000 of Common Shares  reserved for
issuance  under the Stock  Option  Plan and  subject  to stock  options  already
granted  thereunder and  outstanding  as of May 28, 1997 at an average  exercise
price of $12.69.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     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 a  Registration  Statement on Form
S-8 relating to the same employee benefit plan is effective,  Denbury  Resources
Inc.  (the  "Company")  hereby  incorporates  herein the contents of its earlier
Registration Statement  (Registration No. 333-1006) 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           Amendment to Denbury Resources Inc. Stock Option Plan

5           Opinion of Burnet, Duckworth & Palmer.

23          Consent of Deloitte & Touche.

                                2
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 May 29, 1997:

                                           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 Directors      May 29, 1997
------------------------
Ronald G. Greene            

/s/ Gareth Roberts          President  and  Chief  Executive        May 29, 1997
------------------------    Officer and Director
Gareth Roberts              (Principal Executive Officer)

                            
/s/ Phil Rykhoek            Chief Financial Officer and             May 29, 1997
------------------------    Secretary
Phil Rykhoek                (Principal Financial Officer)

                            
/s/ David M. Stanton        Director                                May 29, 1997
------------------------
David M. Stanton

/s/ Wieland F. Wettstein    Director                                May 29, 1997
------------------------
Wieland F. Wettstein

                                      3
INDEX TO EXHIBITS

                                                                    Sequential
 Exhibit                                                               Page
 Number                      Document Description                     Number

4           Amendment to Denbury Resources Inc. Stock Option Plan        5

5           Opinion of Burnet, Duckworth & Palmer.                       6

23          Consent of Deloitte & Touche.                                8

                                      4