As filed with the Securities and Exchange Commission on June 4, 1998
                                              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
                            (Full title of the plan)
                   ------------------------------------------


         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, No         
    par value         886,306         $16.75        $ 14,847,892     $  4,499.36
=================  ================ ============== ==============  =============
<FN>
     (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 Plan
        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 Plan is a
        weighted  average  price  based on (i) 640,468  shares of Common  Shares
        reserved for issuance under the Plan and that are not currently  subject
        to outstanding stock options,  at a price per share of $16.22,  which is
        the average of the highest and lowest  selling price per share of Common
        Shares by the New York Stock  Exchange on May 28, 1998; and (ii) 245,838
        of Common  Shares  reserved for  issuance  under the Plan and subject to
        stock options already  granted  thereunder and outstanding as of June 1,
        1998 at an average exercise price of $18.14.
</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 are effective, Denbury Resources Inc.
(the  "Company")  hereby   incorporates  herein  the  contents  of  its  earlier
Registration  Statements  (Registration  No. 333-1006 and No. 333-27995) 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 June 4, 1998:

                                               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 4, 1998
---------------------       Directors
Ronald G. Greene            

/s/ Gareth Roberts          President and Chief Executive           June 4, 1998
---------------------       Officer and Director
Gareth Roberts              (Principal Executive Officer)

/s/ Phil Rykhoek            Chief Financial Officer and             June 4, 1998
---------------------       Secretary
Phil Rykhoek                (Principal Financial Officer)

/s/ Bobby Bishop            Controller and Chief Accounting         June 4, 1998
---------------------       Officer
Bobby Bishop                (Principal Accounting Officer)

/s/ Wilmot L. Matthews      Director                                June 4, 1998
----------------------
Wilmot L. Matthews

/s/ Wieland F. Wettstein    Director                                June 4, 1998
----------------------
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": 9166}]
{"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": "333-55999", "film-number": "98642232"}, "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 June 4, 1998
                                              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
                            (Full title of the plan)
                   ------------------------------------------

         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, No         
    par value         886,306         $16.75        $ 14,847,892     $  4,499.36
=================  ================ ============== ==============  =============
(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 Plan
        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 Plan is a
        weighted  average  price  based on (i) 640,468  shares of Common  Shares
        reserved for issuance under the Plan and that are not currently  subject
        to outstanding stock options,  at a price per share of $16.22,  which is
        the average of the highest and lowest  selling price per share of Common
        Shares by the New York Stock  Exchange on May 28, 1998; and (ii) 245,838
        of Common  Shares  reserved for  issuance  under the Plan and subject to
        stock options already  granted  thereunder and outstanding as of June 1,
        1998 at an average exercise price of $18.14.
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 are effective, Denbury Resources Inc.
(the  "Company")  hereby   incorporates  herein  the  contents  of  its  earlier
Registration  Statements  (Registration  No. 333-1006 and No. 333-27995) 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 June 4, 1998:

                                               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 4, 1998
---------------------       Directors
Ronald G. Greene            

/s/ Gareth Roberts          President and Chief Executive           June 4, 1998
---------------------       Officer and Director
Gareth Roberts              (Principal Executive Officer)

/s/ Phil Rykhoek            Chief Financial Officer and             June 4, 1998
---------------------       Secretary
Phil Rykhoek                (Principal Financial Officer)

/s/ Bobby Bishop            Controller and Chief Accounting         June 4, 1998
---------------------       Officer
Bobby Bishop                (Principal Accounting Officer)

/s/ Wilmot L. Matthews      Director                                June 4, 1998
----------------------
Wilmot L. Matthews

/s/ Wieland F. Wettstein    Director                                June 4, 1998
----------------------
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