**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
                1934****OR**S
            **ANNUAL
                REPORT PURSUANT TO SECTION 13(****a****)
                OR 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF 1934**


For
                the fiscal year ended December 31, 2006
            Commission
                File Number
                001-15150




**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 ExchangeSecurities
                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:S****Annual
                information form
            SAudited annual financial statementsIndicate
                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.123,150,820
                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£
            NoS




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.




YesS
            No
                £












**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, 2006, 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, 2006 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, 2006, 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 99.1 to the Registrant's Report of Foreign Issuer on Form
      6-K filed with the Securities and Commission on February 23, 2007, which audited
      annual consolidated financial statements 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, 2006 is attached as Exhibit 99.2 to the Registrant's Report of Foreign
      Issuer on Form 6-K filed with the Securities and Exchange Commission on February
      23, 2007, which Management's Discussion and Analysis 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, 2006, 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.** **Management's
      Annual Report 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 99.1 to the
      Registrant's Report of Foreign Issuer on Form 6-K filed with the Securities
      and
      Exchange Commission on February 23, 2007, 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
      management's assessment of internal control over financial reporting is included
      under the heading "Report of Independent Registered Chartered Accountants"
      on
      pages 1 and 2 of Exhibit 99.1 to the Registrant's Report of Foreign Issuer
      on
      Form 6-K filed with the Securities and Exchange Commission on February 23,
      2007,
      which attestation report is incorporated by reference herein.





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





During
      the fiscal year ended December 31, 2006, 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, 2006 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, 2006 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:




2006
            
            2005(in
                Cdn$)Audit
                fees(1)
            
            $
            763,900
            
            $
            409,200Audit-related
                fees(2)
            
            
            -
            
            
            -Tax
                fees(3)
            
            
            1,211,300
            
            
            138,500All
                other fees(4)
            
            
            -
            
            
            -Total
            
            $
            1,975,200
            
            $
            547,700





**________________**




(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 were 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
      2005 and 2006 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 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 **** 10
      and 11
      to the Registrant's audited annual consolidated financial statements for the
      year ended December 31, 2006 attached as Exhibit 99.1 to the Registrant's Report
      of Foreign Issuer on Form 6-K filed with the Securities and Commission on
      February 23, 2007, 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, 2006: ****




Payments
                due by period
              (in
                Cdn$ thousands)***Contractual
                Obligations***
            
            **Total**
            
            2007
            
            2008
                to 2009
            
            2010
                to 2011
            
            2012
                +Bank
                credit facility
            
            $
            348,520
            (1)
            $
            3⁄4
            
            $
            348,520
            
            $
            3⁄4
            
            $
            3⁄4Senior
                unsecured notes
            
            
            331,254
            (1)
            
            3⁄4
            
            
            3⁄4
            
            
            119,917
            
            
            211,337Pipeline
                commitments
            
            
            28,543
            
            
            6,364
            
            
            8,740
            
            
            4,719
            
            
            8,720Office
                lease
            
            
            20,917
            
            
            6,745
            
            
            13,530
            
            
            642
            
            
            3⁄4Totalcommitments
            
            $
            729,234
            
            $
            13,109
            
            $
            370,790
            
            $
            125,278
            
            $
            220,057





**Note:**


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




Additional
      disclosure regarding the Registrant's contractual obligations as of December
      31,
      2006 is provided under the heading "Commitments" in the Registrant's
      Management's Discussion and Analysis for the year ended December 31, 2006
      attached as Exhibit 99.2 to the Registrant's Report of Foreign Issuer on Form
      6-K filed with the Securities and Commission on February 23, 2007, which
      disclosure is incorporated by reference herein, and in Note
      11
      to the Registrant's audited annual consolidated financial statements for the
      year ended December 31, 2006 attached as Exhibit 99.1 to the Registrant's Report
      of Foreign Issuer on Form 6-K filed with the Securities and Commission on
      February 23, 2007, 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 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 FUND
              By
                EnerMark Inc.By
            /s/
              Gordon J. KerrGordon
                J. Kerr
              President
                  and Chief Executive Officer






Date:
      March 12, 2007





**EXHIBIT
      INDEX**




99.1
            Annual Information Form for the year ended December
                31,
                2006 dated March 12, 2007.99.2
            Consent of Independent Registered Chartered
                Accountants.99.3
            Consent of Sproule Associates Limited.99.4
            Consent of GLJ Petroleum Consultants Ltd.99.5
            Consent of DeGolyer and MacNaughton.99.6
            Certification of the Chief Executive Officer
                pursuant to
                Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
                1934.99.7
            Certification of the Chief Financial Officer
                pursuant to
                Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
                1934.99.8
            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 2002.99.9
            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.