As filed with the Securities and Exchange Commission on June 18, 2003
                             Registration No. ______



                       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 plans)
         --------------------------------------------------------------


               PHIL RYKHOEK                                   COPY TO:
    SR. VP AND 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
      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          850,000               $ 12.975             $ 11,028,750               $ 892
==============================  ====================== ====================  =======================  ===================
</TABLE>
(1) The securities to be registered are 850,000  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 Plans is a weighted  average
price based on 850,000  shares of Common Stock  reserved for issuance  under the
Plans that are not currently  subject to outstanding  stock options,  at a price
per share of $12.975,  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, 2003.

<PAGE>

     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 effective
Registration Statements pertaining to shares of the Company's common stock to be
issued pursuant to the Company's Stock Option Plan  (Registration Nos. 333-1006,
333-27995,  333-55999, 333-70485, 333-63198 and 333-90398) 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.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8.  EXHIBITS.

         (a) Exhibits.

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


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


     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

     99   Denbury Resources Inc. Amended and Restated Stock Option Plan



                                       2
<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 18, 2003:

                                      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.

<TABLE>
<CAPTION>
           SIGNATURE                                        CAPACITY                                       DATE
           ---------                                        --------                                       ----
<S>                                      <C>                                                           <C>
/s/ Ronald G. Greene                     Chairman of the Board of Directors                            June 18, 2003
--------------------
Ronald G. Greene

/s/ Gareth Roberts                       President and Chief Executive Officer and                     June 18, 2003
------------------                       Director (Principal Executive Officer)
Gareth Roberts

/s/ Phil Rykhoek                         Sr. Vice President and Chief Financial                        June 18, 2003
----------------                         Officer (Principal Financial Officer)
Phil Rykhoek

/s/ Mark C. Allen                        Vice President and Chief Accounting Officer                   June 18, 2003
-----------------                        (Principal Accounting Officer)
Mark C. Allen

/s/ David I. Heather                     Director                                                      June 18, 2003
--------------------
David I. Heather

/s/ Wieland F. Wettstein                 Director                                                      June 18, 2003
------------------------
Wieland F. Wettstein

/s/ David B. Miller                      Director                                                      June 18, 2003
-------------------
David B. Miller
</TABLE>


                                       3

<PAGE>



                                INDEX TO EXHIBITS






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

     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

     99   Denbury Resources Inc. Amended and Restated Stock Option Plan
















                                       4
[{"type": "S-8", "sequence": "1", "filename": "denburys861803.txt", "description": "FORM S-8 - 6/18/03", "secsgml_size_bytes": 9671}]
{"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": "333-106253", "film-number": "03749268"}, "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 18, 2003
                             Registration No. ______

                       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 plans)
         --------------------------------------------------------------

               PHIL RYKHOEK                                   COPY TO:
    SR. VP AND 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
      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          850,000               $ 12.975             $ 11,028,750               $ 892
==============================  ====================== ====================  =======================  ===================
(1) The securities to be registered are 850,000  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 Plans is a weighted  average
price based on 850,000  shares of Common Stock  reserved for issuance  under the
Plans that are not currently  subject to outstanding  stock options,  at a price
per share of $12.975,  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, 2003.
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 effective
Registration Statements pertaining to shares of the Company's common stock to be
issued pursuant to the Company's Stock Option Plan  (Registration Nos. 333-1006,
333-27995,  333-55999, 333-70485, 333-63198 and 333-90398) 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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

         (a) Exhibits.

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

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

     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

     99   Denbury Resources Inc. Amended and Restated Stock Option Plan

                                       2
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 18, 2003:

                                      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.
SIGNATURE                                        CAPACITY                                       DATE
           ---------                                        --------                                       ----
/s/ Ronald G. Greene                     Chairman of the Board of Directors                            June 18, 2003
--------------------
Ronald G. Greene

/s/ Gareth Roberts                       President and Chief Executive Officer and                     June 18, 2003
------------------                       Director (Principal Executive Officer)
Gareth Roberts

/s/ Phil Rykhoek                         Sr. Vice President and Chief Financial                        June 18, 2003
----------------                         Officer (Principal Financial Officer)
Phil Rykhoek

/s/ Mark C. Allen                        Vice President and Chief Accounting Officer                   June 18, 2003
-----------------                        (Principal Accounting Officer)
Mark C. Allen

/s/ David I. Heather                     Director                                                      June 18, 2003
--------------------
David I. Heather

/s/ Wieland F. Wettstein                 Director                                                      June 18, 2003
------------------------
Wieland F. Wettstein

/s/ David B. Miller                      Director                                                      June 18, 2003
-------------------
David B. Miller
3
INDEX TO EXHIBITS

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

     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

     99   Denbury Resources Inc. Amended and Restated Stock Option Plan

                                       4