As filed with the Securities and Exchange Commission on June 15, 2001
                                                    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. STOCK OPTION 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
                                      Amount              Maximum               Maximum             Amount of
      Title of Class of               to be            Offering Price          Aggregate       Registration Fee(4)
 Securities to be Registered     Registered(1)(2)     per Share(3)(4)    Offering Price(3)(4)
--------------------------------------------------------------------------------------------------------------------
<S>           <C>                    <C>                  <C>                 <C>                    <C>
Common Stock, $.001 par value        600,000              $ 10.515            $ 6,309,000            $ 1,577
====================================================================================================================
</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  Stock  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 Common Stock  offered  hereunder  pursuant to the Plan is the price per
share of $10.515,  which is the average of the highest and lowest  selling price
per share of Common Stock by the New York Stock Exchange on June 13, 2001.





<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 Nos. 333-1006,  333-27995,  333-55999 and
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. Stock Option 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.

                                       2
<PAGE>

     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 15, 2001.

                                       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.

/s/ Ronald G. Greene        Chairman of the Board of Directors     June 15, 2001
------------------------
Ronald G. Green

/s/ Gareth Roberts          President and Chief Executive Officer
------------------------    and Director (Principal Executive      June 15, 2001
Gareth Roberts              Officer)

/s/ Phil Rykhoek            Chief Financial Officer and Secretary  June 15, 2001
------------------------    (Principal Financial Officer)
Phil Rykhoek

/s/ David L. Heather        Director                               June 15, 2001
------------------------
David L. Heather

/s/ Wieland F. Wettstein    Director                               June 15, 2001
------------------------
Wieland F. Wettstein

/s/ Carrie A. Wheeler       Director                               June 15, 2001
------------------------
Carrie A. Wheeler

                                       4
<PAGE>

                               INDEX TO EXHIBITS


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

      4             Amendment to Denbury Resources Inc. Stock Option 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
[{"type": "S-8", "sequence": "1", "filename": "denburys8601.txt", "description": "S-8", "secsgml_size_bytes": 11477}]
{"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": "333-63198", "film-number": "1662110"}, "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 15, 2001
                                                    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. STOCK OPTION 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
                                      Amount              Maximum               Maximum             Amount of
      Title of Class of               to be            Offering Price          Aggregate       Registration Fee(4)
 Securities to be Registered     Registered(1)(2)     per Share(3)(4)    Offering Price(3)(4)
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value        600,000              $ 10.515            $ 6,309,000            $ 1,577
====================================================================================================================
(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  Stock  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 Common Stock  offered  hereunder  pursuant to the Plan is the price per
share of $10.515,  which is the average of the highest and lowest  selling price
per share of Common Stock by the New York Stock Exchange on June 13, 2001.
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 Nos. 333-1006,  333-27995,  333-55999 and
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. Stock Option 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.

                                       2
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 15, 2001.

                                       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.

/s/ Ronald G. Greene        Chairman of the Board of Directors     June 15, 2001
------------------------
Ronald G. Green

/s/ Gareth Roberts          President and Chief Executive Officer
------------------------    and Director (Principal Executive      June 15, 2001
Gareth Roberts              Officer)

/s/ Phil Rykhoek            Chief Financial Officer and Secretary  June 15, 2001
------------------------    (Principal Financial Officer)
Phil Rykhoek

/s/ David L. Heather        Director                               June 15, 2001
------------------------
David L. Heather

/s/ Wieland F. Wettstein    Director                               June 15, 2001
------------------------
Wieland F. Wettstein

/s/ Carrie A. Wheeler       Director                               June 15, 2001
------------------------
Carrie A. Wheeler

                                       4
INDEX TO EXHIBITS

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

      4             Amendment to Denbury Resources Inc. Stock Option 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