**UNITED STATES****SECURITIES AND EXCHANGE
      COMMISSION****Washington, D.C. 20549****FORM 40-F**o
    **REGISTRATION
      STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
      1934****OR**x
    **ANNUAL
      REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934**
  For
      the fiscal year ended December 31, 2004
    Commission File Number 1-15150
  **ENERPLUS
      RESOURCES FUND**(Exact
      name of Registrant as specified in its charter)**Alberta,
      Canada**(Province
      or other jurisdiction of incorporation or organization)**1311**(Primary
      Standard Industrial Classification Code Number (if
      applicable))**N/A**(I.R.S.
      Employer Identification Number (if applicable))**The
      Dome Tower, 3000, 333 - 7****th****Avenue S.W.**
      **Calgary,
      Alberta, Canada T2P 2Z1**
      **(403)
      298-2200**(Address
      and telephone number of Registrant's principal executive
      offices)**CT
      Corporation System**
      **111
      Eighth Avenue, 13****th****Floor**
      **New
      York, New York 10011**
      **(212)
      894-8940**(Name,
      address (including zip code) and telephone number (including area code)
      of
      agent for service in the United States)Securities
      registered or to be registered pursuant to Section 12(b) of the
      Act:





Title
      of each class
    Name
      of each exchange on which registeredTrust
      Units
    Toronto
      Stock ExchangeThe
      New York Stock Exchange





Securities
      registered or to be registered pursuant to Section 12(g) of the Act:
      None

















Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act: NoneFor
      annual reports, indicate by check mark the information filed with this
      Form:





xAnnual information form
    xAudited annual financial
statements





Indicate
      the number of outstanding shares of each of the issuer's classes of
      capital or common stock as of the close of the period covered by the
      annual report.
      
      104,124,021
      Trust UnitsIndicate
      by check mark whether the Registrant by filing the information contained
      in this Form is also thereby furnishing the information to the Commission
      pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the
      "Exchange Act"). If "Yes" is marked, indicate the filing number assigned
      to the Registrant in connection with such Rule.





Yes 
      o
    No 
      x





Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Exchange Act during the preceding
      12 months (or for such shorter period that the Registrant was required to
      file such reports) and (2) has been subject to such filing requirements
      for the past 90 days.





Yes 
      x
    No 
      o











**FORWARD-LOOKING
STATEMENTS**




This
annual report on Form 40-F contains or incorporates by reference forward-looking
statements relating to future events or future performance. In some cases,
forward-looking statements can be identified by terminology such as "may",
"will", "should", "expects", "projects", "plans", "anticipates" and similar
expressions. These statements represent management's expectations or beliefs
concerning, among other things, future operating results and various components
thereof or the economic performance of the Registrant. Undue reliance should not
be placed on these forward-looking statements which are based upon management's
assumptions and are subject to known and unknown risks and uncertainties which
may cause actual performance and financial results in future periods to differ
materially from any projections of future performance or results expressed or
implied by such forward-looking statements. Accordingly, readers are cautioned
that events or circumstances could cause results to differ materially from those
predicted. For a description of some of these risks, uncertainties, events and
circumstances, readers should review the disclosure under the heading "Risk
Factors" in the Registrant's Annual Information Form for the year ended December
31, 2004, which is attached as Exhibit 99.1 to this Annual Report on Form 40-F
and is incorporated by reference herein. The Registrant undertakes no obligation
to update publicly or revise any forward-looking statements contained herein and
such statements are expressly qualified by the cautionary
statement.




**ANNUAL
INFORMATION FORM, AUDITED ANNUAL CONSOLIDATED**


**FINANCIAL
STATEMENTS AND MANAGEMENT'S DISCUSSION AND ANALYSIS**





**A.**
    **Annual
      Information Form**





The
Registrant's Annual Information Form for the year ended December 31, 2004 is
attached as Exhibit 99.1 to this Annual Report on Form 40-F and is incorporated
by reference herein.




**B.**
    **Audited
      Annual Consolidated Financial
Statements**





The
Registrant's audited annual consolidated financial statements for the year ended
December 31, 2004, including the report of the independent auditors with respect
thereto and the reconciliation of differences between Canadian and United States
generally accepted accounting principles, are attached as Exhibit 99.2 to this
Annual Report on Form 40-F and are incorporated by reference herein.




**C.**
    **Management's
      Discussion and Analysis**





The
Registrant's Management's Discussion and Analysis for the year ended December
31, 2004 is attached as Exhibit 99.3 to this Annual Report on Form 40-F and is
incorporated by reference herein.













**DISCLOSURE
REGARDING CONTROLS AND PROCEDURES**





**A.**
    **Evaluation
      of Disclosure Controls and
Procedures**





As
of the end of the Registrant's fiscal year ended December 31, 2004, an
evaluation of the effectiveness of the Registrant's "disclosure controls and
procedures" (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) was carried
out by the Registrant's principal executive officer and principal financial
officer. Based upon that evaluation, the Registrant's principal executive
officer and principal financial officer have concluded that as of the end of
that fiscal year, the Registrant's disclosure controls and procedures are
effective to ensure that the information required to be disclosed by the
Registrant in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.




**B.**
    **Changes
      in Internal Control over Financing
Reporting**





During
the fiscal year ended December 31, 2004, there were no changes in the
Registrant's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Registrant's
internal control over financial reporting.





**NOTICES
PURSUANT TO REGULATION BTR**





None.




**AUDIT
COMMITTEE FINANCIAL EXPERT**





The
board of directors of EnerMark Inc., on behalf of the Registrant, has determined
that Mr. Robert Normand, a member and the chairman of the Registrant's audit and
risk management committee, is an "audit committee financial expert" (as such
term is defined by the rules and regulations of the Securities and Exchange
Commission) and is "independent" (as that term is defined by the New York Stock
Exchange's listing standards applicable to the Registrant).




The
Securities and Exchange Commission has indicated that the designation of a
person as an "audit committee financial expert" does not (i) mean that such
person is an "expert" for any purpose, including without limitation for purposes
of Section 11 of the Securities Act of 1933, (ii) impose on such person any
duties, obligations or liability that are greater than the duties, obligations
and liability imposed on such person as a member of the audit committee and the
board of directors in the absence of such designation, or (iii) affect the
duties, obligations or liability of any other member of the audit committee or
the board of directors.




**CODE
OF ETHICS**





The
Registrant has adopted a "code of ethics" (as that term is defined by the rule
and regulations of the Securities and Exchange Commission), entitled the "Code
of Business Conduct", that applies to each director, officer (including its
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions), employee and
consultant of the Registrant. The Code of Business Conduct is available for
viewing on the Registrant's website at www.enerplus.com under "About Enerplus -
Corporate Governance". There were not any amendments to any provision of the
Code of Business Conduct during the fiscal year ended December 31, 2004 that
applied to the Registrant's principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions. Further, there were not any waivers, including implicit
waivers, from any provision of the Code of Business Conduct during the fiscal
year ended December 31, 2004 that applied to the Registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.
















**PRINCIPAL
ACCOUNTANT FEES AND SERVICES AND**


**PRE-APPROVAL
POLICIES AND PROCEDURES**





The
aggregate fees paid by the Registrant to Deloitte & Touche LLP, the
Registrant's principal accountant, for professional services rendered in the
Registrant's last two fiscal years are as follows:




2004
    
    2003(in
      Cdn$ thousands)Audit
      fees(1)
    
    $
    338.7
    
    $
    302.0Audit-related
      fees(2)
    
    
    -
    
    
    -Tax
      fees(3)
    
    
    19.9
    
    
    47.8All
      other fees(4)
    
    
    -
    
    
    -Total
    
    $
    358.6
    
    $
    349.8


**________________**





(1)
    Audit
      fees were for professional services rendered by Deloitte & Touche LLP
      for the audit of the Registrant's annual financial statements and reviews
      of the Registrant's quarterly financial statements, as well as services
      provided in connection with statutory and regulatory filings or
      engagements.(2)
    Audit-related
      fees are for assurance and related services reasonably related to the
      performance of the audit or review of the Registrant's financial
      statements and not reported under "Audit Fees" above. No audit-related
      fees were incurred in the Registrant's last two fiscal
    years.(3)
    Tax
      fees were for tax compliance, tax advice and tax planning. The fees were
      for services performed by the Registrant's auditors' tax division except
      those tax services related to the audit.(4)
    All
      other fees are fees for products and services provided by Deloitte &
      Touche LLP other than those described as "Audit fees", "Audit-related
      fees" and "Tax fees". No such fees were incurred in the Registrant's last
      two fiscal years.





The
Registrant's audit and risk management committee has implemented a policy
restricting the services that may be provided by the Registrant's auditors and
the fees paid to the Registrant's auditors. Prior to the engagement of the
Registrant's auditors to perform both audit and non-audit services, the audit
and risk management committee pre-approves the provision of the services. In
making their determination regarding non-audit services, the audit and risk
management committee considers the compliance with the policy and the provision
of non-audit services in the context of avoiding impact on auditor independence.
All audit and non-audit fees paid to Deloitte & Touche LLP in 2003 and 2004
were pre-approved by the Registrant's audit and risk management committee. Based
on the audit and risk management committee's discussions with management and the
independent auditors, the committee is of the view that the provision of the
non-audit services by Deloitte & Touche LLP described above is compatible
with maintaining that firm's independence from the Registrant.





**OFF-BALANCE
SHEET ARRANGEMENTS**





The
Registrant has no material off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Registrant's
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors. For a discussion of the Registrant's other off-balance
sheet arrangements, please read Notes 12 and 13 to the Registrant's audited
annual consolidated financial statements for the year ended December 31, 2004
attached as Exhibit 99.2 to this Annual Report on Form 40-F and incorporated by
reference herein.

















**TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS**




The
following table sets forth the Registrant's known contractual obligations as of
December 31, 2004:




Payments
      due by period(Cdn$)***Contractual
      Obligations***
    
    **Total**
    
    2005
    
    2006
      to 2007
    
    2008
      to 2009
    
    2010
      +Bank
      credit facility
    
    $
    251,669
    
    $
    -
    
    $
    251,669
    
    $
    -
    
    $
    -Senior
      unsecured notes
    
    
    333,322
    
    
    -
    
    
    -
    
    
    -
    
    
    333,322Pipeline
      commitments
    
    
    37,876
    
    
    5,590
    
    
    11,180
    
    
    7,400
    
    
    13,706Office
      lease
    
    
    22,462
    
    
    4,638
    
    
    9,159
    
    
    8,665
    
    
    **-**Totalcommitments
    
    $
    645,329
    
    $
    10,228
    
    $
    272,008
    
    $
    16,065
    
    $
    347,028





Additional
disclosure regarding the Registrant's contractual obligations as of December 31,
2004 is provided under "Commitments" **** in
the Registrant's Management's Discussion and Analysis for the year ended
December 31, 2004 attached as Exhibit 99.3 to this Annual Report on Form 40-F
and incorporated by reference herein, and in Note 13 to the Registrant's audited
annual consolidated financial statements for the year ended December 31, 2004
attached as Exhibit 99.2 to this Annual Report on Form 40-F incorporated by
reference herein.




**IDENTIFICATION
OF THE AUDIT COMMITTEE**





The
Registrant has a separately-designated standing audit committee established in
accordance with section 3(a)(58)(A) of the Exchange Act. The members of the
Registrant's audit and risk management committee are Robert Normand (as
chairman), Harry B. Wheeler and Glen Roane. Douglas R. Martin, the chairman of
the board of directors of the Registrant, is an *ex
officio* member of the audit and risk management committee.





**COMPLIANCE
WITH NYSE CORPORATE GOVERNANCE RULES**





The
Registrant has reviewed the New York Stock Exchange's corporate governance rules
and confirms that the Registrant's corporate governance practices are not
significantly nor materially different then those required of domestic companies
under the New York Stock Exchange's listing standards except that, as a foreign
private issuer, the Registrant is not obligated to and does not have an internal
audit function. ****





**UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS**





**A.**
    **Undertaking**





The
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.




**B.**
    **Consent
      to Service of Process**1.
    The
      Registrant previously filed with the Commission a Form F-X in connection
      with the class of securities in relation to which the obligation to file
      this report arises.2.
    Any
      change to the name or address of the Registrant's agent for service shall
      be communicated promptly to the Commission by amendment to Form F-X
      referencing the file number of the
Registrant.











**SIGNATURES**




Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereto duly authorized.




ENERPLUS
      RESOURCES FUNDBy
      EnerMark Inc.By:
    /s/
      Gordon J. KerrGordon
      J. KerrPresident
      and Chief Executive Officer





Date:
March 14, 2005











**EXHIBIT
INDEX**





99.1.
    Renewal
      Annual Information Form for the year ended December 31, 2004 dated March
      14, 2005.99.2.
    Audited
      annual consolidated financial statements for the year ended December 31,
      2004.99.3.
    Management's
      Discussion and Analysis for the year ended December 31,
    2004.99.4.
    Comments
      by Auditors on Canada - United States of America Reporting
      Differences.99.5.
    Consent
      of Independent Registered Chartered Accountants.99.6.
    Consent
      of Sproule Associates Limited.99.7.
    Consent
      of Gilbert Laustsen Jung Associates Ltd.99.8.
    Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
      15d-14(a) of the Securities Exchange Act of 1934.99.9.
    Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
      15d-14(a) of the Securities Exchange Act of 1934.99.10.
    Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.99.11.
    Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.