content: <PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1999
                                                             Registration No. 333-
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                  -----------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                  -----------------
  
  
                            VISTA ENERGY RESOURCES, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                             75-2766114
  (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                              Identification No.)
  
  
  
  
                          550 WEST TEXAS AVENUE, SUITE 700
                                MIDLAND, TEXAS 79701
            (Address of principal executive offices, including zip code)
                                --------------------
  
        VISTA ENERGY RESOURCES, INC. 1999 KEY EMPLOYEE RESTRICTED STOCK PLAN
                              (Full title of the plans)
  
                                   C. RANDALL HILL
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                            VISTA ENERGY RESOURCES, INC.
                          550 WEST TEXAS AVENUE, SUITE 700
                                MIDLAND, TEXAS 79701
                                   (915) 570-5045
              (Name, address and telephone number of agent for service)
  
                                      copy to:
  
                                  A. WINSTON OXLEY
                               VINSON & ELKINS L.L.P.
                              3700 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                              DALLAS, TEXAS 75201-2975
                                   (214) 220-7700
  
  
  <TABLE>
  <CAPTION>
                                        CALCULATION OF REGISTRATION FEE
  ============================================================================================================================
                                                                                            Proposed
          Title of securities            Amount to be         Proposed maximum          maximum aggregate        Amount of
           to be registered               registered       offering price per unit (1)   offering price(1)    registration fee
  ----------------------------------------------------------------------------------------------------------------------------
  <S>                                    <C>               <C>                          <C>                   <C>
  Common Stock, $.01 par
  value per share...................        61,292               $    1.781                  $ 109,161             $    31
  ----------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
       (1)  Estimated solely for purposes of calculating the registration fee in
            accordance with Rule 457(h) under the Securities Act of 1933 and based
            upon the average of the high and low prices reported on the American
            Stock Exchange on May 25, 1999.
  
       (2)  If, as a result of stock splits, stock dividends or similar
            transactions, the number of securities purported to be registered on
            this Registration Statement changes, the provisions of Rule 416 shall
            apply to this Registration Statement, and this Registration Statement
            shall be deemed to cover the additional securities resulting from the
            split of, or dividend on the securities covered by this Registration
            Statement.
  
  ================================================================================
  
  
  <PAGE>   2
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents have been filed with the Securities and
  Exchange Commission (the "Commission") by the Company, and are incorporated
  herein by reference and made a part hereof:
  
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1998, as filed with the Commission pursuant
                    to the Securities Exchange Act of 1934 (the "Exchange Act").;
  
           (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1999, as filed with the Commission pursuant to
                    the Exchange Act;
  
           (c)      The Company's Current Report on Form 8-K/A dated March 3,
                    1999, as filed with the Commission pursuant to the Exchange
                    Act; and
  
           (d)      The description of the Company's Common Stock, $.01 par value
                    per share, contained in Item 1 of the Company's Registration
                    Statement on Form 8-A filed with the Commission pursuant to
                    the Exchange Act on October 26, 1998.
  
           Each document filed by the Company pursuant to Section 13(a), 13(c), 14
  or 15(d) of the Exchange Act subsequent to the date of this registration
  statement and prior to the filing of a post-effective amendment which indicates
  that all securities offered have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of filing such
  documents.
  
           Any statement incorporated by reference herein shall be deemed to be
  modified or superseded for purposes of this registration statement to the extent
  that a statement contained herein or in any subsequent filed document which also
  is or is deemed to be incorporated by reference herein modifies or supersedes
  such statement. Any statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this registration
  statement.
  
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article Eleven of the Certificate of Incorporation of the Company
  provides that the Company shall indemnify its officers and directors to the
  maximum extent allowed by the Delaware General Corporation Law. Pursuant to
  Section 145 of the Delaware General Corporation Law, the Company generally has
  the power to indemnify its present and former directors and officers against
  expenses and liabilities incurred by them in connection with any suit to which
  they are, or are threatened to be made, a party by reason of their serving in
  those positions so long as they acted in good faith and in a manner they
  reasonably believed to be in, or not opposed to, the best interests of the
  Company, and with respect to any criminal action, so long as they had no
  reasonable cause to believe their conduct was unlawful. With respect to suits by
  or in the right of the Company, however, indemnification is generally limited to
  attorneys' fees and other expenses and is not available if the person is
  adjudged to be liable to the Company, unless the court determines that
  indemnification is appropriate. The statute expressly provides that the power to
  indemnify authorized thereby is not
  
  
                                        II-1
  <PAGE>   3
  
  exclusive of any rights granted under any bylaw, agreement, vote of stockholders
  or disinterested directors, or otherwise. The Company also has the power to
  purchase and maintain insurance for its directors and officers. Additionally,
  Article Eleven of the Certificate of Incorporation provides that, in the event
  that an officer or director files suit against the Company seeking
  indemnification of liabilities or expenses incurred, the burden will be on the
  Company to prove that the indemnification would not be permitted under the
  Delaware General Corporation Law.
  
           The preceding discussion of the Company's Certificate of Incorporation
  and Section 145 of the Delaware General Corporation Law is not intended to be
  exhaustive and is qualified in its entirety by the Certificate of Incorporation
  and Section 145 of the Delaware General Corporation Law.
  
           The Company has entered into indemnity agreements with its directors
  and officers. Pursuant to such agreements, the Company will, to the extent
  permitted by applicable law, indemnify such persons against all expenses,
  judgments, fines and penalties incurred in connection with the defense or
  settlement of any actions brought against them by reason of the fact that they
  were directors or officers of the Company or assumed certain responsibilities at
  the direction of the Company.
  
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  
  ITEM 8. EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the Company with the Commission, each of the following
  exhibits is filed herewith:
  
  <TABLE>
  <S>                     <C>
    4.1         --        Vista Energy Resources, Inc. 1999 Key Employee Restricted Stock Plan
  
    5.1         --        Opinion of Vinson & Elkins L.L.P.
  
   23.1         --        Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1)
  
   23.2         --        Consent of Arthur Andersen LLP, Certified Public Accountants
  
   24.1         --        Powers of Attorney (included on the signature page of this Registration Statement).
  </TABLE>
  
  ITEM 9. UNDERTAKINGS.
  
           The Company hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement:
  
                    (i) to include any prospectus required by section 10(a)(3) of
           the Securities Act;
  
                    (ii) to reflect in the prospectus any facts or events arising
           after the effective date of the Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the Registration Statement. Notwithstanding the foregoing, any
           increase or decrease in volume of securities offered (if the total
           dollar value of securities offered would not exceed that which was
           registered) and any deviation from the low or high end of the estimated
           maximum offering range may be reflected in the form of prospectus filed
           with the Commission pursuant to Rule 424(b) if, in the aggregate, the
           changes in volume and price represent no more than a 20%
  
  
                                        II-2
  <PAGE>   4
  
           change in the maximum aggregate offering price set forth in the
           "Calculation of Registration fee" table in the effective Registration
           Statement; and
  
                    (iii) to include any material information with respect to the
           plan of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
           provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
           the information required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports filed by the
           Company pursuant to section 13 or section 15(d) of the Exchange Act
           that are incorporated by reference in this Registration Statement.
  
           (2) That, for the purposes of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be a
        new Registration Statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
        any of the securities being registered which remain unsold at the
        termination of the offering.
  
           (4) That, for purposes of determining any liability under the
        Securities Act, each filing of the Company's annual report pursuant to
        section 13(a) or section 15(d) of the Exchange Act (and, where applicable,
        each filing of an employee benefit plan's annual report pursuant to
        Section 15(d) of the Exchange Act) that is incorporated by reference in
        the Registration Statement shall be deemed to be a new Registration
        Statement relating to the securities offered therein, and the offering of
        such securities at that time shall be deemed to be the initial bona fide
        offering thereof.
  
           (5) Insofar as indemnification for liabilities arising under the
        Securities Act may be permitted to directors, officers and controlling
        persons of the Company pursuant to the foregoing provisions, or otherwise,
        the Company has been advised that in the opinion of the Commission such
        indemnification is against public policy as expressed in the Securities
        Act and is, therefore, unenforceable. In the event that a claim for
        indemnification against such liabilities (other than the payment by the
        Company of expenses incurred or paid by a director, officer or controlling
        person of the Company in the successful defense of any action, suit or
        proceeding) is asserted by such director, officer or controlling person in
        connection with the securities being registered, the Company will, unless
        in the opinion of its counsel the matter has been settled by controlling
        precedent, submit to a court of appropriate jurisdiction the question
        whether such indemnification by it is against public policy as expressed
        in the Securities Act and will be governed by the final adjudication of
        such issue.
  
  
  
                                        II-3
  <PAGE>   5
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Company certifies that it has reasonable grounds to believe that it meets
  all of 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 Midland, State of Texas, on the 28th day of May,
  1999.
  
  
                              VISTA ENERGY RESOURCES, INC.
  
  
                              By: /s/ C. RANDALL HILL
                                 -------------------------------------------------
                                 C. Randall Hill
                                 Chairman of the Board and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints C. Randall Hill as his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  and all amendments, including pre- and post-effective amendments, to this
  Registration Statement, and any registration statement relating to the offering
  covered by this Registration Statement and filed pursuant to Rule 462(b) under
  the Securities Act, and to file the same, with exhibits thereto and other
  documents in connection therewith, with the Commission, granting unto said
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done, as fully to all intents
  and purposes as he might or could do in person, hereby ratifying and confirming
  all that said attorney-in-fact and agent or his substitute 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 date indicated.
  
  
  <TABLE>
  <CAPTION>
                   Signature                          Capacity                              Date
                   ---------                          --------                              ----
  <S>                                  <C>                                              <C>
    /s/ C. RANDALL HILL                Chairman of the Board and Chief Executive         May 28, 1999
  -----------------------------------  Officer (principal executive officer, principal
           C. Randall Hill             financial officer, and principal accounting
                                       officer)
  
  
    /s/ STEVEN D. GRAY                 President and Director
  -----------------------------------                                                    May 28, 1999
           Steven D. Gray
  
  
    /s/ KENNETH A. HERSH               Director                                          May 28, 1999
  -----------------------------------
           Kenneth A. Hersh
  
  
    /s/ DAVID R. ALBIN                 Director                                          May 28, 1999
  -----------------------------------
           David R. Albin
  
  
    /s/ JOHN S. FOSTER                 Director                                          May 28, 1999
  -----------------------------------
           John S. Foster
  
    /s/ JOHN Q. ADAMS                  Director                                          May 28, 1999
  -----------------------------------
           John Q. Adams
  </TABLE>
  
  <PAGE>   6
  
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit No.             Description
  -----------             -----------
  <S>                     <C>
    4.1         --        Vista Energy Resources, Inc. 1999 Key Employee Restricted Stock Plan
  
    5.1         --        Opinion of Vinson & Elkins L.L.P.
  
   23.1         --        Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1)
  
   23.2         --        Consent of Arthur Andersen LLP, Certified Public Accountants
  
   24.1         --        Powers of Attorney (included on the signature page of this Registration Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18452}]
metadata_filer: {"company-data": {"conformed-name": "VISTA ENERGY RESOURCES INC", "cik": "0001063564", "assigned-sic": "1311", "irs-number": "752766114", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79645", "film-number": "99637825"}, "business-address": {"street1": "550 WEST TEXAS AVE", "street2": "STE 700", "city": "MIDLAND", "state": "TX", "zip": "79701", "phone": "9155705045"}, "mail-address": {"street1": "550 WEST TEXAS AVE", "street2": "STE 700", "city": "MIDLAND", "state": "TX", "zip": "79701"}}
text: 1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1999
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                  -----------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                  -----------------
  
                            VISTA ENERGY RESOURCES, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                             75-2766114
  (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                              Identification No.)
  
                          550 WEST TEXAS AVENUE, SUITE 700
                                MIDLAND, TEXAS 79701
            (Address of principal executive offices, including zip code)
                                --------------------
  
        VISTA ENERGY RESOURCES, INC. 1999 KEY EMPLOYEE RESTRICTED STOCK PLAN
                              (Full title of the plans)
  
                                   C. RANDALL HILL
                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                            VISTA ENERGY RESOURCES, INC.
                          550 WEST TEXAS AVENUE, SUITE 700
                                MIDLAND, TEXAS 79701
                                   (915) 570-5045
              (Name, address and telephone number of agent for service)
  
                                      copy to:
  
                                  A. WINSTON OXLEY
                               VINSON & ELKINS L.L.P.
                              3700 TRAMMELL CROW CENTER
                                  2001 ROSS AVENUE
                              DALLAS, TEXAS 75201-2975
                                   (214) 220-7700
  CALCULATION OF REGISTRATION FEE
  ============================================================================================================================
                                                                                            Proposed
          Title of securities            Amount to be         Proposed maximum          maximum aggregate        Amount of
           to be registered               registered       offering price per unit (1)   offering price(1)    registration fee
  ----------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par
  value per share...................        61,292               $    1.781                  $ 109,161             $    31
  ----------------------------------------------------------------------------------------------------------------------------
  (1)  Estimated solely for purposes of calculating the registration fee in
            accordance with Rule 457(h) under the Securities Act of 1933 and based
            upon the average of the high and low prices reported on the American
            Stock Exchange on May 25, 1999.
  
       (2)  If, as a result of stock splits, stock dividends or similar
            transactions, the number of securities purported to be registered on
            this Registration Statement changes, the provisions of Rule 416 shall
            apply to this Registration Statement, and this Registration Statement
            shall be deemed to cover the additional securities resulting from the
            split of, or dividend on the securities covered by this Registration
            Statement.
  
  ================================================================================
  2
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents have been filed with the Securities and
  Exchange Commission (the "Commission") by the Company, and are incorporated
  herein by reference and made a part hereof:
  
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1998, as filed with the Commission pursuant
                    to the Securities Exchange Act of 1934 (the "Exchange Act").;
  
           (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1999, as filed with the Commission pursuant to
                    the Exchange Act;
  
           (c)      The Company's Current Report on Form 8-K/A dated March 3,
                    1999, as filed with the Commission pursuant to the Exchange
                    Act; and
  
           (d)      The description of the Company's Common Stock, $.01 par value
                    per share, contained in Item 1 of the Company's Registration
                    Statement on Form 8-A filed with the Commission pursuant to
                    the Exchange Act on October 26, 1998.
  
           Each document filed by the Company pursuant to Section 13(a), 13(c), 14
  or 15(d) of the Exchange Act subsequent to the date of this registration
  statement and prior to the filing of a post-effective amendment which indicates
  that all securities offered have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of filing such
  documents.
  
           Any statement incorporated by reference herein shall be deemed to be
  modified or superseded for purposes of this registration statement to the extent
  that a statement contained herein or in any subsequent filed document which also
  is or is deemed to be incorporated by reference herein modifies or supersedes
  such statement. Any statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this registration
  statement.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article Eleven of the Certificate of Incorporation of the Company
  provides that the Company shall indemnify its officers and directors to the
  maximum extent allowed by the Delaware General Corporation Law. Pursuant to
  Section 145 of the Delaware General Corporation Law, the Company generally has
  the power to indemnify its present and former directors and officers against
  expenses and liabilities incurred by them in connection with any suit to which
  they are, or are threatened to be made, a party by reason of their serving in
  those positions so long as they acted in good faith and in a manner they
  reasonably believed to be in, or not opposed to, the best interests of the
  Company, and with respect to any criminal action, so long as they had no
  reasonable cause to believe their conduct was unlawful. With respect to suits by
  or in the right of the Company, however, indemnification is generally limited to
  attorneys' fees and other expenses and is not available if the person is
  adjudged to be liable to the Company, unless the court determines that
  indemnification is appropriate. The statute expressly provides that the power to
  indemnify authorized thereby is not
  
                                        II-1
  3
  
  exclusive of any rights granted under any bylaw, agreement, vote of stockholders
  or disinterested directors, or otherwise. The Company also has the power to
  purchase and maintain insurance for its directors and officers. Additionally,
  Article Eleven of the Certificate of Incorporation provides that, in the event
  that an officer or director files suit against the Company seeking
  indemnification of liabilities or expenses incurred, the burden will be on the
  Company to prove that the indemnification would not be permitted under the
  Delaware General Corporation Law.
  
           The preceding discussion of the Company's Certificate of Incorporation
  and Section 145 of the Delaware General Corporation Law is not intended to be
  exhaustive and is qualified in its entirety by the Certificate of Incorporation
  and Section 145 of the Delaware General Corporation Law.
  
           The Company has entered into indemnity agreements with its directors
  and officers. Pursuant to such agreements, the Company will, to the extent
  permitted by applicable law, indemnify such persons against all expenses,
  judgments, fines and penalties incurred in connection with the defense or
  settlement of any actions brought against them by reason of the fact that they
  were directors or officers of the Company or assumed certain responsibilities at
  the direction of the Company.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8. EXHIBITS.
  
           Unless otherwise indicated below as being incorporated by reference to
  another filing of the Company with the Commission, each of the following
  exhibits is filed herewith:
  4.1         --        Vista Energy Resources, Inc. 1999 Key Employee Restricted Stock Plan
  
    5.1         --        Opinion of Vinson & Elkins L.L.P.
  
   23.1         --        Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1)
  
   23.2         --        Consent of Arthur Andersen LLP, Certified Public Accountants
  
   24.1         --        Powers of Attorney (included on the signature page of this Registration Statement).
  ITEM 9. UNDERTAKINGS.
  
           The Company hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement:
  
                    (i) to include any prospectus required by section 10(a)(3) of
           the Securities Act;
  
                    (ii) to reflect in the prospectus any facts or events arising
           after the effective date of the Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set forth
           in the Registration Statement. Notwithstanding the foregoing, any
           increase or decrease in volume of securities offered (if the total
           dollar value of securities offered would not exceed that which was
           registered) and any deviation from the low or high end of the estimated
           maximum offering range may be reflected in the form of prospectus filed
           with the Commission pursuant to Rule 424(b) if, in the aggregate, the
           changes in volume and price represent no more than a 20%
  
                                        II-2
  4
  
           change in the maximum aggregate offering price set forth in the
           "Calculation of Registration fee" table in the effective Registration
           Statement; and
  
                    (iii) to include any material information with respect to the
           plan of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;
  
           provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
           the information required to be included in a post-effective amendment
           by those paragraphs is contained in periodic reports filed by the
           Company pursuant to section 13 or section 15(d) of the Exchange Act
           that are incorporated by reference in this Registration Statement.
  
           (2) That, for the purposes of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be a
        new Registration Statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.
  
           (3) To remove from registration by means of a post-effective amendment
        any of the securities being registered which remain unsold at the
        termination of the offering.
  
           (4) That, for purposes of determining any liability under the
        Securities Act, each filing of the Company's annual report pursuant to
        section 13(a) or section 15(d) of the Exchange Act (and, where applicable,
        each filing of an employee benefit plan's annual report pursuant to
        Section 15(d) of the Exchange Act) that is incorporated by reference in
        the Registration Statement shall be deemed to be a new Registration
        Statement relating to the securities offered therein, and the offering of
        such securities at that time shall be deemed to be the initial bona fide
        offering thereof.
  
           (5) Insofar as indemnification for liabilities arising under the
        Securities Act may be permitted to directors, officers and controlling
        persons of the Company pursuant to the foregoing provisions, or otherwise,
        the Company has been advised that in the opinion of the Commission such
        indemnification is against public policy as expressed in the Securities
        Act and is, therefore, unenforceable. In the event that a claim for
        indemnification against such liabilities (other than the payment by the
        Company of expenses incurred or paid by a director, officer or controlling
        person of the Company in the successful defense of any action, suit or
        proceeding) is asserted by such director, officer or controlling person in
        connection with the securities being registered, the Company will, unless
        in the opinion of its counsel the matter has been settled by controlling
        precedent, submit to a court of appropriate jurisdiction the question
        whether such indemnification by it is against public policy as expressed
        in the Securities Act and will be governed by the final adjudication of
        such issue.
  
                                        II-3
  5
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Company certifies that it has reasonable grounds to believe that it meets
  all of 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 Midland, State of Texas, on the 28th day of May,
  1999.
  
                              VISTA ENERGY RESOURCES, INC.
  
                              By: /s/ C. RANDALL HILL
                                 -------------------------------------------------
                                 C. Randall Hill
                                 Chairman of the Board and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints C. Randall Hill as his true and lawful
  attorney-in-fact and agent, with full power of substitution and resubstitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  and all amendments, including pre- and post-effective amendments, to this
  Registration Statement, and any registration statement relating to the offering
  covered by this Registration Statement and filed pursuant to Rule 462(b) under
  the Securities Act, and to file the same, with exhibits thereto and other
  documents in connection therewith, with the Commission, granting unto said
  attorney-in-fact and agent full power and authority to do and perform each and
  every act and thing requisite and necessary to be done, as fully to all intents
  and purposes as he might or could do in person, hereby ratifying and confirming
  all that said attorney-in-fact and agent or his substitute 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 date indicated.
  Signature                          Capacity                              Date
                   ---------                          --------                              ----
  /s/ C. RANDALL HILL                Chairman of the Board and Chief Executive         May 28, 1999
  -----------------------------------  Officer (principal executive officer, principal
           C. Randall Hill             financial officer, and principal accounting
                                       officer)
  
    /s/ STEVEN D. GRAY                 President and Director
  -----------------------------------                                                    May 28, 1999
           Steven D. Gray
  
    /s/ KENNETH A. HERSH               Director                                          May 28, 1999
  -----------------------------------
           Kenneth A. Hersh
  
    /s/ DAVID R. ALBIN                 Director                                          May 28, 1999
  -----------------------------------
           David R. Albin
  
    /s/ JOHN S. FOSTER                 Director                                          May 28, 1999
  -----------------------------------
           John S. Foster
  
    /s/ JOHN Q. ADAMS                  Director                                          May 28, 1999
  -----------------------------------
           John Q. Adams
  6
  
                                 INDEX TO EXHIBITS
  Exhibit No.             Description
  -----------             -----------
  4.1         --        Vista Energy Resources, Inc. 1999 Key Employee Restricted Stock Plan
  
    5.1         --        Opinion of Vinson & Elkins L.L.P.
  
   23.1         --        Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1)
  
   23.2         --        Consent of Arthur Andersen LLP, Certified Public Accountants
  
   24.1         --        Powers of Attorney (included on the signature page of this Registration Statement).