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. DIRECTOR COMPENSATION 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               100,000      $      5.34  $    534,000  $        141
===================  ===============   ===========  ============  ============
<FN>
     (1) The  securities  to be  registered  are  100,000  shares  reserved  for
issuance under the Registrant's Director Compensation 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.

     The  registrant  hereby  incorporates  by  reference  in this  Registration
Statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

          (1) the  registrant's  annual  report on Form 10-K for the year  ended
     December 31, 1999 dated March 17, 2000;

         (2) the  registrant's  quarterly  report on Form  10-Q for the  quarter
     ended March 31, 2000 dated May 10, 2000;

          (3) the  description  of the  Common  Stock,  $.001 par value,  of the
     registrant (the "Common Stock") set forth in the Registration  Statement on
     Form S-4, dated March 19, 1999, including any amendment or report filed for
     the purpose of updating such description.

     All  documents  filed by the  registrant  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware ("GCL")
permits  indemnification  of  directors,   officers,  employees  and  agents  of
corporations  under  certain  conditions  and  subject to  certain  limitations.
Article Seven of the Company's By-Laws and Article IX of the Company's  Articles
of Incorporation  provide for  indemnification of any director or officer or any
person  serving in the same  capacity in any other  enterprise at the request of
the Company, under certain circumstances. Article Seven of the Company's By-Laws
eliminates the liability of directors of the Company under certain circumstances
for breaches of fiduciary duty to the Corporation and its stockholders.

     In addition to the above  provisions,  the Company has also entered into an
indemnity agreement with its officers and directors,  which, subject to the GCL,
sets forth the procedures by which a person may seek indemnity and clarifies the
situations in which a person may be entitled to indemnity by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                        2

<PAGE>

ITEM 8.  EXHIBITS.

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


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

            4       Denbury Resources Inc. Director Compensation 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
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

                                        3

<PAGE>


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.


                                        4

<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



                                       5

<PAGE>

                                INDEX TO EXHIBITS



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

            4       Denbury Resources Inc. Director Compensation 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



                                        6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 13808}]
{"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": "333-39172", "film-number": "654193"}, "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. DIRECTOR COMPENSATION 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               100,000      $      5.34  $    534,000  $        141
===================  ===============   ===========  ============  ============
(1) The  securities  to be  registered  are  100,000  shares  reserved  for
issuance under the Registrant's Director Compensation 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.

     The  registrant  hereby  incorporates  by  reference  in this  Registration
Statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

          (1) the  registrant's  annual  report on Form 10-K for the year  ended
     December 31, 1999 dated March 17, 2000;

         (2) the  registrant's  quarterly  report on Form  10-Q for the  quarter
     ended March 31, 2000 dated May 10, 2000;

          (3) the  description  of the  Common  Stock,  $.001 par value,  of the
     registrant (the "Common Stock") set forth in the Registration  Statement on
     Form S-4, dated March 19, 1999, including any amendment or report filed for
     the purpose of updating such description.

     All  documents  filed by the  registrant  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware ("GCL")
permits  indemnification  of  directors,   officers,  employees  and  agents  of
corporations  under  certain  conditions  and  subject to  certain  limitations.
Article Seven of the Company's By-Laws and Article IX of the Company's  Articles
of Incorporation  provide for  indemnification of any director or officer or any
person  serving in the same  capacity in any other  enterprise at the request of
the Company, under certain circumstances. Article Seven of the Company's By-Laws
eliminates the liability of directors of the Company under certain circumstances
for breaches of fiduciary duty to the Corporation and its stockholders.

     In addition to the above  provisions,  the Company has also entered into an
indemnity agreement with its officers and directors,  which, subject to the GCL,
sets forth the procedures by which a person may seek indemnity and clarifies the
situations in which a person may be entitled to indemnity by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                        2
ITEM 8.  EXHIBITS.

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

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

            4       Denbury Resources Inc. Director Compensation 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
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

                                        3
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.

                                        4
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

                                       5
INDEX TO EXHIBITS

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

            4       Denbury Resources Inc. Director Compensation 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

                                        6