content: <PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1998
                                                      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. 1998 KEY EMPLOYEE STOCK OPTION 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
  <TABLE>
  <CAPTION>
  
  =========================================================================================================================
                                                                                         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...................       900,000              $ 3.1875             $ 2,868,750           $ 798
  -------------------------------------------------------------------------------------------------------------------------
  </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 November 4, 1998.
  
     (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 prospectus dated September 18, 1998, as filed
                    with the Commission pursuant to Rule 424(b) under the
                    Securities Act of 1933;
  
           (b)      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 Securities Exchange Act of 1934 (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.
  
  
  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 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.
  
  
                                        II-1
  
  <PAGE>   3
  
  
  
           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. 1998 Key Employee Stock 
                             Option Plan (incorporated by reference to the 
                             Company's Registration Statement on Form S-4, 
                             File No. 333-58495)
  
           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, Independent 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 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%
           change in the maximum aggregate offering price set forth in the
           "Calculation of Registration fee" table in the effective Registration
           Statement; and
  
  
                                        II-2
  
  <PAGE>   4
  
  
  
                    (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 5th day of
  November, 1998.
  
  
                         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           November 5, 1998
  --------------------------------------------  Officer (principal executive officer,
               C. Randall Hill                  principal financial officer, and principal
                                                accounting officer)
  
           /s/ Steven D. Gray                   President and Director                              November 5, 1998
  --------------------------------------------
               Steven D. Gray
  
  
           /s/ Kenneth A. Hersh                 Director                                            November 5, 1998
  --------------------------------------------
               Kenneth A. Hersh
  
  
           /s/ David R. Albin                   Director                                            November 5, 1998
  --------------------------------------------
               David R. Albin
  
  
           /s/ John S. Foster                   Director                                            November 5, 1998
  --------------------------------------------
               John S. Foster
  
  
           /s/ John Q. Adams                    Director                                            November 5, 1998
  --------------------------------------------
               John Q. Adams
  
  </TABLE>
  
  <PAGE>   6
  
                                 INDEX TO EXHIBITS
  
          EXHIBIT
          NUMBER                   DESCRIPTION
  
  
           4.1      --       Vista Energy Resources, Inc. 1998 Key Employee Stock 
                             Option Plan (incorporated by reference to the 
                             Company's Registration Statement on Form S-4, 
                             File No. 333-58495)
  
           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, Independent Public 
                             Accountants
  
          24.1      --       Powers of Attorney (included on the signature page of
                             this Registration Statement).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18656}]
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": "333-66929", "film-number": "98739758"}, "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 NOVEMBER 6, 1998
                                                      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. 1998 KEY EMPLOYEE STOCK OPTION 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...................       900,000              $ 3.1875             $ 2,868,750           $ 798
  -------------------------------------------------------------------------------------------------------------------------
  (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 November 4, 1998.
  
     (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 prospectus dated September 18, 1998, as filed
                    with the Commission pursuant to Rule 424(b) under the
                    Securities Act of 1933;
  
           (b)      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 Securities Exchange Act of 1934 (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.
  
  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 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.
  
                                        II-1
  3
  
           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. 1998 Key Employee Stock 
                             Option Plan (incorporated by reference to the 
                             Company's Registration Statement on Form S-4, 
                             File No. 333-58495)
  
           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, Independent 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 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%
           change in the maximum aggregate offering price set forth in the
           "Calculation of Registration fee" table in the effective Registration
           Statement; and
  
                                        II-2
  4
  
                    (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 5th day of
  November, 1998.
  
                         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           November 5, 1998
  --------------------------------------------  Officer (principal executive officer,
               C. Randall Hill                  principal financial officer, and principal
                                                accounting officer)
  
           /s/ Steven D. Gray                   President and Director                              November 5, 1998
  --------------------------------------------
               Steven D. Gray
  
           /s/ Kenneth A. Hersh                 Director                                            November 5, 1998
  --------------------------------------------
               Kenneth A. Hersh
  
           /s/ David R. Albin                   Director                                            November 5, 1998
  --------------------------------------------
               David R. Albin
  
           /s/ John S. Foster                   Director                                            November 5, 1998
  --------------------------------------------
               John S. Foster
  
           /s/ John Q. Adams                    Director                                            November 5, 1998
  --------------------------------------------
               John Q. Adams
  6
  
                                 INDEX TO EXHIBITS
  
          EXHIBIT
          NUMBER                   DESCRIPTION
  
           4.1      --       Vista Energy Resources, Inc. 1998 Key Employee Stock 
                             Option Plan (incorporated by reference to the 
                             Company's Registration Statement on Form S-4, 
                             File No. 333-58495)
  
           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, Independent Public 
                             Accountants
  
          24.1      --       Powers of Attorney (included on the signature page of
                             this Registration Statement).