HVT FRTR HAS RWY INCURSION IN A NIGHT OP WHEN CREW FAILED TO HOLD SHORT AS INSTRUCTED. DEP TFC HAS A CRITICAL GND CONFLICT EVENT WITH FRTR.

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I WAS THE FE ON A NIGHT CARGO FLT. AS WE COMPLETED XING RWY 35L; A COMMUTER ACFT TOOK OFF ON THE SAME RWY. THE ACFT I WAS IN HAS A COCKPIT INST CONFIGN WHICH REQUIRES THE FE TO MOVE AROUND MORE THAN USUAL (MOST OF THE FLEET HAS A MORE STANDARD CONFIGN) TO MONITOR HYDS AND PNEUMATICS. THIS SAME CONFIGN NECESSITATES THE REMOVAL OF THE FE'S HEADSET TO REACH SOME OF THE SWITCHES THAT ARE MANIPULATED IN THE TAXI CHKLIST. HOWEVER; THE EXTERNAL SPEAKERS WERE ON AT ALL TIMES AND BOTH TWR AND GND CTL COMS WERE AUDIBLE. INITIAL TAXI INSTRUCTIONS WERE TO TAXI AND HOLD SHORT AT LIMA 7 AND THEN HOLD SHORT AT LIMA FOR INBOUND OFF RWY 35L. WE HELD SHORT AT LIMA 7; WAITED FOR THE TFC TO CLR AND WERE INSTRUCTED TO CONTINUE AND HOLD SHORT OF RWY 35L. THE CAPT CALLED FOR FLAPS 18 AND THE TAXI CHKLIST. THE FLAPS WERE SET AND THE CHKLIST WAS BEING DONE. I HEARD THE COPLT ACKNOWLEDGE '...HOLD SHORT RWY 35L; MONITOR TWR...' AND THEN HE CHANGED TO THE TWR FREQ. I HAD TURNED BACK TO MY PANEL AND WAS MONITORING MY GAUGES. I DID NOT FEEL THE ACFT MOVING. I LOOKED BACK TO THE FRONT AND SAW THE COPLT TURN TO LOOK OUT HIS SIDE WINDOW. I LOOKED OUT AS WELL AND REALIZED WE WERE XING THE RWY. I ALSO SAW LNDG LIGHTS AT THE FAR END AND WAS QUITE SURPRISED WHEN I SAW THEY WERE MOVING BECAUSE I HAD NOT HEARD ANYONE CLRED FOR TKOF. THE COPLT WAS SAYING '...ACFT ON ACTIVE...HE'S ROLLING....' THE CAPT ADVANCED PWR AND CLRED THE RWY. FROM MY POS I COULD SEE THE ACFT ON THE RWY LIFT OFF APPROX 2000-2200 FT AWAY AND MAKE A SLIGHT CLBING TURN TO THE L. WHEN THE DEPARTING ACFT REACHED OUR POS HE WAS NO LOWER THAN 600 FT ABOVE THE RWY AND OUR ACFT WAS WELL CLR OF THE RWY. THE TAXI CHKLIST WAS COMPLETED AND THE BEFORE TKOF CHKLIST. WE DEPARTED AND ON ARR AT OUR NEXT STOP THE CAPT CHKED IN WITH DEN TWR. SUPPLEMENTAL INFO FROM ACN 250733: TAXI TO RWY 35R AND TO HOLD SHORT OF RWY 35L. WE WERE INSTRUCTED TO SWITCH TO TWR FREQ. WE STARTED DOING OUR TAXI CHKLIST AND BEFORE I REALIZED WE HAD ENTERED RWY 35L. AT THAT TIME MY ONLY COURSE OF ACTION WAS TO CLR THE RWY AS QUICKLY AS POSSIBLE SO I PUSHED THE PWR UP AND CROSSED TO THE OTHER SIDE. SEVERAL THINGS CONTRIBUTED TO THIS INCIDENT. FIRST; I HAD A NEW FO WHO REQUIRED THAT MORE THAN NORMAL ATTN BE GIVEN TO THE INSIDE OF THE COCKPIT DURING THE TAXI CHKLIST. SECOND; THE CLR FOR TKOF INSTRUCTIONS WERE GIVEN TO THE SMALL ACFT BEFORE WE CAME IN THE TWR FREQ; THUS PREVENTING US FROM HEARING IT AND ALERTING US TO THE FACT THAT AN AIRPLANE WAS TAKING OFF ON RWY 35L. THIRD; THE LIGHTING AT THAT SPOT (LIMA 7) IS VERY POOR AND IT SURELY DOES NOT ALERT THE PLT OF THE APCHING RWY. SUPPLEMENTAL INFO FROM ACN 251978: CLRED TO TAXI FROM CARGO RAMP DEN TO RWY 35R; HOLD SHORT RWY 35L; MONITOR TWR 119.5. DURING TAXI I WAS PERFORMING RELATED SYS CHKS AND MY ATTN WAS REQUIRED IN COCKPIT BECAUSE I WAS NOT FAMILIAR WITH THIS ACFT CONFIGN. ALTHOUGH I HAD ACKNOWLEDGED THE HOLD SHORT INSTRUCTIONS TWICE AND REPEATED THE INSTRUCTIONS TO THE CAPT; HE APPARENTLY WAS NOT FAMILIAR WITH THE ARPT TXWY AND RWY LAYOUTS. AFTER COMPLETING MY RELATED SYS CHKS I IMMEDIATELY NOTICE WE HAD TAXIED ONTO RWY 35L AND LOOKED TO MY R. I COULD SEE WHAT APPEARED TO BE AN ACFT AT THE END OF RWY 35L APPROX 5300 FT TO THE R OF OUR POS. I NOTIFIED THE CAPT OF THE ACFT AND QUESTIONED HIM AS TO THE CLRNC TO CROSS RWY 35L AS I HAD NOT COMMUNICATED WITH THE TWR. I QUESTIONED THE TWR ABOUT OUR CLRNC AND HE SAID THAT WE HAD BEEN CLRED. THE CAPT WAS VISIBLY SHAKEN BY HIS ACTIONS AND I SUGGESTED WE DELAY TKOF. WE DID SO AND THEN CONTINUED WITH FLT.