As filed with the Securities and Exchange Commission on June 7, 2004
                                                      Registration No. 333-_____

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

                                  UNITED STATES
                       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                                        20-0467835
  (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)

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

                      2004 OMNIBUS STOCK AND INCENTIVE PLAN
                            (Full title of the plans)

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

             Phil Rykhoek                                 Copy to:
  Sr. VP and Chief Financial Officer                   Deidre Shearer
        Denbury Resources Inc.                          Lee Thompson
   5100 Tennyson Parkway, Suite 3000               Jenkens & Gilchrist,
          Plano, Texas 75024                    A Professional Corporation
           (972) 673-2000                       1401 McKinney, Suite 2700
  (Name, address and telephone number              Houston, Texas 77010
including area code of agent for service)             (713) 951-3300

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================
                                                          Proposed              Proposed
                                      Amount               Maximum              Maximum
      Title of Class of                to be           Offering Price          Aggregate             Amount of
 Securities to be Registered     Registered(1)(2)      per Share(3)(4)    Offering Price(3)(4)   Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                   <C>                <C>                     <C>
Common Stock, $.001 par value        2,500,000             $18.80             $47,000,000             $5,955
====================================================================================================================
</TABLE>

(1) The securities to be registered are 2,500,000  shares  reserved for issuance
under the Registrant's 2004 Omnibus Stock and Incentive 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
$18.80,  which is the average of the highest and lowest  selling price per share
of Common Stock by the New York Stock Exchange on June 3, 2004.


                                       1
<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, 2003 filed March 12, 2004;

          (2) the  Registrant's  quarterly  report on Form 10-Q for the  quarter
     ended March 31, 2004 filed May 7, 2004;

          (3) the  Registrant's  current reports on Forms 8-K and 8-K/A filed on
     February 19, 2004,  March 23, 2004,  April 28, 2004,  May 17, 2004, May 24,
     2004 and June 3, 2004;

          (4) the  description  of the Common  Stock,  $.001 par  value,  of the
     Registrant (the "Common Stock") set forth in the Registration  Statement on
     Form S-3 filed  August 5, 2003,  as amended on September  23, 2003,  and as
     amended on December 30, 2003,  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  Restated
Certificate  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.


                                       2
<PAGE>


Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

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

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

        4           2004 Omnibus Stock and Incentive Plan
        5           Opinion of Jenkens & Gilchrist, A Professional Corporation
        15          Letter from Independent Registered Public Accounting Firm as
                    to unaudited condensed interim financial information
        23          Consent of Independent Registered Public Accounting Firm
        24          Power of Attorney (included on signature page)

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:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b),  if in the aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement.

               (iii)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;

               provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration  statement is on Form S-3, Form S-8
               or Form F-3,  and the  information  required  to be included in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed by the Registrant  pursuant to Section 13
               or  15(d)  of the  Securities  Exchange  Act  of  1934  that  are
               incorporated by reference in the registration statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, 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.

          (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.


                                       3
<PAGE>


     B.   The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  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 of 1933 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.


                                       4
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 7, 2004:

                                            Denbury Resources Inc.

                                    By:     /s/ Phil Rykhoek
                                            ------------------------------------
                                            Phil Rykhoek
                                            Sr. V.P. and Chief Financial Officer


                                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  of  1933,  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 4, 2004
--------------------
Ronald G. Greene


/s/ Gareth Roberts         President and Chief Executive Officer    June 4, 2004
------------------         and Director (Principal Executive
Gareth Roberts             Officer)


/s/ Phil Rykhoek           Sr. Vice President and Chief Financial   June 4, 2004
----------------           Officer (Principal Financial Officer)
Phil Rykhoek


/s/ Mark C. Allen          Vice President and Chief Accounting      June 4, 2004
-----------------          Officer (Principal Accounting Officer)
Mark C. Allen


/s/ David I. Heather       Director                                 June 4, 2004
--------------------
David I. Heather


/s/ Wieland F. Wettstein   Director                                 June 4, 2004
------------------------
Wieland F. Wettstein


                                       5
<PAGE>


                                INDEX TO EXHIBITS


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


4              2004 Omnibus Stock and Incentive Plan

5              Opinion of Jenkens & Gilchrist, A Professional Corporation

15             Letter from Independent Registered Public Accounting Firm as to
               unaudited condensed interim financial information

23             Consent of Independent Registered Public Accounting Firm
[{"type": "S-8", "sequence": "1", "filename": "forms82004plan.txt", "description": "FORMS82004PLAN", "secsgml_size_bytes": 16491}]
{"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": "333-116249", "film-number": "04852450"}, "business-address": {"street1": "5100 TENNYSON PARKWAY", "street2": "SUITE 3000", "city": "PLANO", "state": "TX", "zip": "75024", "phone": "9726732000"}, "mail-address": {"street1": "5100 TENNYSON PARKWAY", "street2": "SUITE 3000", "city": "PLANO", "state": "TX", "zip": "75024"}, "former-company": {"former-conformed-name": "NEWSCOPE RESOURCES LTD", "date-changed": "19950627"}}
As filed with the Securities and Exchange Commission on June 7, 2004
                                                      Registration No. 333-_____

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

                                  UNITED STATES
                       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                                        20-0467835
  (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)

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

                      2004 OMNIBUS STOCK AND INCENTIVE PLAN
                            (Full title of the plans)

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

             Phil Rykhoek                                 Copy to:
  Sr. VP and Chief Financial Officer                   Deidre Shearer
        Denbury Resources Inc.                          Lee Thompson
   5100 Tennyson Parkway, Suite 3000               Jenkens & Gilchrist,
          Plano, Texas 75024                    A Professional Corporation
           (972) 673-2000                       1401 McKinney, Suite 2700
  (Name, address and telephone number              Houston, Texas 77010
including area code of agent for service)             (713) 951-3300

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                          Proposed              Proposed
                                      Amount               Maximum              Maximum
      Title of Class of                to be           Offering Price          Aggregate             Amount of
 Securities to be Registered     Registered(1)(2)      per Share(3)(4)    Offering Price(3)(4)   Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value        2,500,000             $18.80             $47,000,000             $5,955
====================================================================================================================
(1) The securities to be registered are 2,500,000  shares  reserved for issuance
under the Registrant's 2004 Omnibus Stock and Incentive 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
$18.80,  which is the average of the highest and lowest  selling price per share
of Common Stock by the New York Stock Exchange on June 3, 2004.

                                       1
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, 2003 filed March 12, 2004;

          (2) the  Registrant's  quarterly  report on Form 10-Q for the  quarter
     ended March 31, 2004 filed May 7, 2004;

          (3) the  Registrant's  current reports on Forms 8-K and 8-K/A filed on
     February 19, 2004,  March 23, 2004,  April 28, 2004,  May 17, 2004, May 24,
     2004 and June 3, 2004;

          (4) the  description  of the Common  Stock,  $.001 par  value,  of the
     Registrant (the "Common Stock") set forth in the Registration  Statement on
     Form S-3 filed  August 5, 2003,  as amended on September  23, 2003,  and as
     amended on December 30, 2003,  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  Restated
Certificate  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.

                                       2
Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

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

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

        4           2004 Omnibus Stock and Incentive Plan
        5           Opinion of Jenkens & Gilchrist, A Professional Corporation
        15          Letter from Independent Registered Public Accounting Firm as
                    to unaudited condensed interim financial information
        23          Consent of Independent Registered Public Accounting Firm
        24          Power of Attorney (included on signature page)

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:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  registration
                    statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b),  if in the aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement.

               (iii)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;

               provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration  statement is on Form S-3, Form S-8
               or Form F-3,  and the  information  required  to be included in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed by the Registrant  pursuant to Section 13
               or  15(d)  of the  Securities  Exchange  Act  of  1934  that  are
               incorporated by reference in the registration statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, 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.

          (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.

                                       3
B.   The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  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 of 1933 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.

                                       4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 7, 2004:

                                            Denbury Resources Inc.

                                    By:     /s/ Phil Rykhoek
                                            ------------------------------------
                                            Phil Rykhoek
                                            Sr. V.P. and Chief Financial Officer

                                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  of  1933,  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 4, 2004
--------------------
Ronald G. Greene

/s/ Gareth Roberts         President and Chief Executive Officer    June 4, 2004
------------------         and Director (Principal Executive
Gareth Roberts             Officer)

/s/ Phil Rykhoek           Sr. Vice President and Chief Financial   June 4, 2004
----------------           Officer (Principal Financial Officer)
Phil Rykhoek

/s/ Mark C. Allen          Vice President and Chief Accounting      June 4, 2004
-----------------          Officer (Principal Accounting Officer)
Mark C. Allen

/s/ David I. Heather       Director                                 June 4, 2004
--------------------
David I. Heather

/s/ Wieland F. Wettstein   Director                                 June 4, 2004
------------------------
Wieland F. Wettstein

                                       5
INDEX TO EXHIBITS

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

4              2004 Omnibus Stock and Incentive Plan

5              Opinion of Jenkens & Gilchrist, A Professional Corporation

15             Letter from Independent Registered Public Accounting Firm as to
               unaudited condensed interim financial information

23             Consent of Independent Registered Public Accounting Firm