UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
40-F








£
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
      1934ORS
            ANNUAL
      REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934For
      the fiscal year ended December 31, 2007
            Commission
      File Number 001-15150ENERPLUS
      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 - 7th
      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, 13th
      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 ExchangeSecurities
      registered or to be registered pursuant to Section 12(g) of the
      Act:  NoneSecurities
      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:




SAnnual information
      form
            S Audited
      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.
              
              129,813,445
      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
      £
            No
      S




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",
"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, 2007, which is attached as Exhibit 99.1 to this Annual Report on Form 40-F
and is incorporated by reference herein. Other than as required by applicable
law, 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, 2007 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, 2007, including the report of the independent registered chartered
accountants 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, 2007 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.           Disclosure
Controls and Procedures





As
of the end of the Registrant's fiscal year ended December 31, 2007, 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 (which
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Registrant in the reports that it
files or submits under Title I of the Securities Exchange Act of 1934 is
accumulated and communicated to the Registrant's management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow for timely decisions regarding
required disclosure) 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.           Management's
Annual Report on Internal Control Over Financial Reporting





The
Registrant's report of management on the Registrant's internal control over
financial reporting is included under the heading "Management's Report on
Internal Control Over Financial Reporting" on page 1 of Exhibit 99.2 to this
Annual Report on Form 40-F, which report of management is incorporated by
reference herein.





C.           Attestation
Report of the Registered Public Accounting Firm





The
attestation report of the independent registered chartered accountants on the
effectiveness of internal control over financial reporting is included under the
heading "Report of Independent Registered Chartered Accountants" on pages 1 and
2 of Exhibit 99.2 to this Annual Report on Form 40-F, which attestation report
is incorporated by reference herein.





D.           Changes
in Internal Control over Financing Reporting





During
the fiscal year ended December 31, 2007, 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 L. 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 or
identification 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
identification, 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 rules
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 "Corporate
Governance".  There were not any amendments to any provision of the
Code of Business Conduct during the fiscal year ended December 31, 2007 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, granted from any provision of the Code of Business Conduct
during the fiscal year ended December 31, 2007 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, Independent
Registered Chartered Accountants, the Registrant's principal accountant, for
professional services rendered in the Registrant's last two fiscal years are as
follows:




2007
            
            
            2006(in
      Cdn$ thousands)Audit
      fees(1)
            
            $
            751.4
            
            
            $
            763.9Audit-related
      fees(2)
            
            
            -
            
            
            
            -Tax
      fees(3)
            
            
            132.6
            
            
            
            1,211.3All
      other fees(4)
            
            
            -
            
            
            
            -Total
            
            $
            884.0
            
            
            $
            1,975.2





________________





(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 fees 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.


(3)
            Tax
      fees were for tax compliance, tax advice and tax planning.  The
      fees were for services performed by Deloitte & Touche LLP's 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".





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 an adverse
impact on auditor independence. All audit and non-audit fees paid to Deloitte
& Touche LLP in 2006 and 2007 were pre-approved by the Registrant's audit
and risk management committee and none were approved on the basis of the de
minimis exemption set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X. 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 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 notes12 and 13 to the
Registrant's audited annual consolidated financial statements for the year ended
December 31, 2007 attached as Exhibit 99.2 to this Annual Report on Form 40-F,
which notes are incorporated by reference herein.





TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS




The
following table sets forth the Registrant's known contractual obligations as of
December 31, 2007:




Payments
      due by period
                (in
      Cdn$ thousands)Contractual
      Obligations
            
            Total
            
            
            2008
            
            
            2009
      to 2010
            
            
            2011
      to 2012
            
            
            
            2013+Bank
      credit facility(1)
            
            $
            497,347
            
            
            $
            -
            
            
            $
            497,347
            
            
            $
            -
            
            
            $
            -Senior
      unsecured notes(1)(2)
            
            
            323,408
            
            
            
            -
            
            
            
            53,666
            
            
            
            129,364
            
            
            
            140,378Pipeline
      commitments
            
            
            31,063
            
            
            
            9,972
            
            
            
            9,839
            
            
            
            5,202
            
            
            
            6,050Office
      lease
            
            
            67,875
            
            
            
            6,907
            
            
            
            17,863
            
            
            
            21,864
            
            
            
            21,241Totalcommitments
            
            $
            919,693
            
            
            $
            16,879
            
            
            $
            578,715
            
            
            $
            156,430
            
            
            $
            167,669





Notes:


(1)   Interest
payments have not been included since future debt levels and rates are not known
at this time.


(2)
            Includes
      the economic impact of derivative instruments directly related to the
      senior unsecured notes (cross currency interest rate swap and foreign
      exchange swaps).




Additional
disclosure regarding the Registrant's contractual obligations as of December 31,
2007 is provided under the heading "Commitments" in the Registrant's
Management's Discussion and Analysis for the year ended December 31, 2007
attached as Exhibit 99.3 to this Annual Report on Form 40-F, which disclosure is
incorporated by reference herein, and in Note 13 to the Registrant's audited
annual consolidated financial statements for the year ended December 31, 2007
attached as Exhibit 99.2 to this Annual Report on Form 40-F, which note is
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 L. Normand (as
chairman), Harry B. Wheeler and Glen D. 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 than 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 18, 2008











EXHIBIT
INDEX




99.1
              Annual
      Information Form for the year ended December 31, 2007 dated March 13,
      2008.99.2
              Audited
      annual consolidated financial statements for the year ended December 31,
      2007.99.3
              Management's
      Discussion and Analysis for the year ended December 31,
    2007.99.4
              Consent
      of Independent Registered Chartered Accountants.99.5
              Consent
      of Sproule Associates Limited.99.6
              Consent
      of GLJ Petroleum Consultants Ltd.99.7
              Consent
      of Netherland, Sewell & Associates, Inc.99.8
              Consent
      of Paddock Lindstrom & Associates Ltd.99.9
              Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
      15d-14(a) of the Securities Exchange Act of 1934.99.10
              Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
      15d-14(a) of the Securities Exchange Act of 1934.99.11
              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
      2002.99.12
              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.