As filed with the Securities and Exchange Commission on June 13, 2000
                                              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)

          Delaware                                            75-2815171
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

5100 Tennyson Parkway, Suite 3000
        Plano, Texas                                             75024
(Address of principal executive offices)                      (Zip Code)

                   ------------------------------------------

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

         Phil Rykhoek                                          Copy to:
    Chief Financial Officer                                 Donald Brodsky
    Denbury Resources Inc.                                  Deidre Shearer
5100 Tennyson Parkway, Suite 3000                        Jenkens & Gilchrist,
      Plano, Texas 75024                              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                      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 Stock, $.001
  par value               500,000      $      5.34  $  2,670,000  $        705
===================  ===============   ===========  ============  ============
<FN>
     (1) The securities to be registered are 500,000  additional shares reserved
for issuance under the Registrant's Employee Stock Purchase Plan (the "Plan").
     (2) Pursuant to Rule 416, this Registration  Statement is deemed to include
additional  shares  of  Common  Stock  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 Common Stock  offered  hereunder  pursuant to the Plan is the price per
share of $ 5.34,  which is the average of the highest and lowest  selling  price
per share of Common Stock by the New York Stock Exchange on June 9, 2000.
</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 plan is effective,  Denbury Resources Inc.
(the  "Company")  hereby   incorporates  herein  the  contents  of  its  earlier
Registration  Statements  (Registration  No. 333-1006 and No. 333-70485) 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. Employee Stock Purchase
                    Plan

            5       Opinion of Jenkens & Gilchrist, A Professional Corporation

           15       Letter  from   independent   accountants   as  to  unaudited
                    condensed interim financial information.

           23       Consent of Deloitte & Touche LLP


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 to include
     any  material  information  with  respect to the plan of  distribution  not
     previously  disclosed in the registration  statement or any material change
     to such information in the registration statement;

            (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; and

            (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 an 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

                                       2
<PAGE>

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 foregoing  provisions,  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  of 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.


                                      3
<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 Plano, Texas, on June 13, 2000:

                                           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               June 13, 2000
---------------------       Directors
Ronald G. Greene


/s/ Gareth Roberts          President and Chief Executive          June 13, 2000
------------------------    Officer and Director
Gareth Roberts              (Principal Executive Officer)


/s/ Phil Rykhoek            Chief Financial Officer and            June 13, 2000
------------------------    Secretary (Principal Financial
Phil Rykhoek                Officer)


/s/ Mark Allen              Controller and Chief Accounting        June 13, 2000
------------------------    Officer (Principal Accounting
Mark Allen                  Officer)


/s/ David I. Heather        Director                               June 13, 2000
------------------------
David I. Heather


/s/ Wieland F. Wettstein    Director                               June 13, 2000
------------------------
Wieland F. Wettstein



                                       4

<PAGE>

                                INDEX TO EXHIBITS



        Exhibit
        Number               Document Description
        -------              --------------------

            4       Amendment to Denbury Resources Inc. Employee Stock Purchase
                    Plan.

            5       Opinion of Jenkens & Gilchrist, A Professional Corporation

           15       Letter  from   independent   accountants   as  to  unaudited
                    condensed interim financial information.

           23       Consent of Deloitte & Touche LLP



                                        5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 11808}]
{"company-data": {"conformed-name": "DENBURY RESOURCES INC", "cik": "0000945764", "assigned-sic": "1311", "irs-number": "752815171", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39218", "film-number": "654573"}, "business-address": {"street1": "5100 TENNYSON PARKWAY, #3000", "city": "PLANO", "state": "TX", "zip": "75024", "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 June 13, 2000
                                              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)

          Delaware                                            75-2815171
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

5100 Tennyson Parkway, Suite 3000
        Plano, Texas                                             75024
(Address of principal executive offices)                      (Zip Code)

                   ------------------------------------------

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

         Phil Rykhoek                                          Copy to:
    Chief Financial Officer                                 Donald Brodsky
    Denbury Resources Inc.                                  Deidre Shearer
5100 Tennyson Parkway, Suite 3000                        Jenkens & Gilchrist,
      Plano, Texas 75024                              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                      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 Stock, $.001
  par value               500,000      $      5.34  $  2,670,000  $        705
===================  ===============   ===========  ============  ============
(1) The securities to be registered are 500,000  additional shares reserved
for issuance under the Registrant's Employee Stock Purchase Plan (the "Plan").
     (2) Pursuant to Rule 416, this Registration  Statement is deemed to include
additional  shares  of  Common  Stock  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 Common Stock  offered  hereunder  pursuant to the Plan is the price per
share of $ 5.34,  which is the average of the highest and lowest  selling  price
per share of Common Stock by the New York Stock Exchange on June 9, 2000.
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 plan is effective,  Denbury Resources Inc.
(the  "Company")  hereby   incorporates  herein  the  contents  of  its  earlier
Registration  Statements  (Registration  No. 333-1006 and No. 333-70485) 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. Employee Stock Purchase
                    Plan

            5       Opinion of Jenkens & Gilchrist, A Professional Corporation

           15       Letter  from   independent   accountants   as  to  unaudited
                    condensed interim financial information.

           23       Consent of Deloitte & Touche LLP

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 to include
     any  material  information  with  respect to the plan of  distribution  not
     previously  disclosed in the registration  statement or any material change
     to such information in the registration statement;

            (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; and

            (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 an 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

                                       2
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 foregoing  provisions,  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  of 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.

                                      3
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 Plano, Texas, on June 13, 2000:

                                           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               June 13, 2000
---------------------       Directors
Ronald G. Greene

/s/ Gareth Roberts          President and Chief Executive          June 13, 2000
------------------------    Officer and Director
Gareth Roberts              (Principal Executive Officer)

/s/ Phil Rykhoek            Chief Financial Officer and            June 13, 2000
------------------------    Secretary (Principal Financial
Phil Rykhoek                Officer)

/s/ Mark Allen              Controller and Chief Accounting        June 13, 2000
------------------------    Officer (Principal Accounting
Mark Allen                  Officer)

/s/ David I. Heather        Director                               June 13, 2000
------------------------
David I. Heather

/s/ Wieland F. Wettstein    Director                               June 13, 2000
------------------------
Wieland F. Wettstein

                                       4
INDEX TO EXHIBITS

        Exhibit
        Number               Document Description
        -------              --------------------

            4       Amendment to Denbury Resources Inc. Employee Stock Purchase
                    Plan.

            5       Opinion of Jenkens & Gilchrist, A Professional Corporation

           15       Letter  from   independent   accountants   as  to  unaudited
                    condensed interim financial information.

           23       Consent of Deloitte & Touche LLP

                                        5