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                       (I.R.S. Employer
  of incorporation or organization)                   Identification No.)
  
                          550 WEST TEXAS AVENUE, SUITE 700
                                MIDLAND, TEXAS 79701
            (Address of principal executive offices, including zip code)
                                --------------------
  
                            BUSINESS CONSULTANT AGREEMENT
                                         AND
                1994 MIDLAND RESOURCES, INC. LONG-TERM INCENTIVE PLAN
                                         AND
                1996 MIDLAND RESOURCES, INC. LONG-TERM INCENTIVE PLAN
                                        AND
                        1995 DIRECTORS' 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*    offering price*     registration fee
  --------------------------------------------------------------------------------------------------------------------------
  
  <S>                                      <C>                 <C>                         <C>               <C>
  Common Stock, $.01 par
  value per share(1)................       318,000(2)          $ 3.1875                    $1,013,625        $ 282   
  --------------------------------------------------------------------------------------------------------------------------
  </TABLE>
     *     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.
  
     (1)   The warrant under the Business Consultant Agreement and the options
           under the 1994 Midland Resources, Inc. Long-Term Incentive Plan, the
           1996 Midland Resources, Inc. Long-Term Incentive Plan and the 1995 
           Directors' Stock Option Plan were previously issued by Midland 
           Resources, Inc. ("Midland"). Pursuant to the terms of a merger 
           agreement dated as of May 22, 1998 among Midland, Vista Resources 
           Partners, L.P., Vista Energy Resources, Inc. ("Vista") and Midland 
           Merger Co., Midland was merged into Vista. Pursuant to the terms of the
           merger agreement, the options and the warrant previously issued by 
           Midland are now exercisable for shares of common stock, par value $.01 
           per share, of Vista.
     (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.
  
                                         2
  
  <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      --        Business Consultant Agreement
  
           4.2      --        1994 Midland Resources, Inc. Long-Term Incentive
                              Plan
  
           4.3      --        1996 Midland Resources, Inc. Long-Term Incentive
                              Plan
  
           4.4      --        1995 Directors' Stock Option 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, Independent Public 
                              Accountants
  
          24.1      --        Power of Attorney (included on the signature pages
                              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; and
  
                                         3
  
  <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.
  
                                         4
  
  <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
  </TABLE>
  
  
  
  <PAGE>   6
  
  <TABLE>
  <S>                                           <C>                                               <C> 
               /s/ John S. Foster               Director                                          November 5, 1998
  ------------------------------------------
                 John S. Foster
  
  
                /s/ John Q. Adams               Director                                          November 5, 1998
  ------------------------------------------
                  John Q. Adams
  </TABLE>
  <PAGE>   7
  
                                 INDEX TO 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      --        Business Consultant Agreement
  
           4.2      --        1994 Midland Resources, Inc. Long-Term Incentive
                              Plan
  
           4.3      --        1996 Midland Resources, Inc. Long-Term Incentive
                              Plan
  
           4.4      --        1995 Directors' Stock Option 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, Independent Public
                              Accountants
  
          24.1      --        Power of Attorney (included on the signature pages
                              of this Registration Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19399}]
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": "333-66925", "film-number": "98739744"}, "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                       (I.R.S. Employer
  of incorporation or organization)                   Identification No.)
  
                          550 WEST TEXAS AVENUE, SUITE 700
                                MIDLAND, TEXAS 79701
            (Address of principal executive offices, including zip code)
                                --------------------
  
                            BUSINESS CONSULTANT AGREEMENT
                                         AND
                1994 MIDLAND RESOURCES, INC. LONG-TERM INCENTIVE PLAN
                                         AND
                1996 MIDLAND RESOURCES, INC. LONG-TERM INCENTIVE PLAN
                                        AND
                        1995 DIRECTORS' 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*    offering price*     registration fee
  --------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par
  value per share(1)................       318,000(2)          $ 3.1875                    $1,013,625        $ 282   
  --------------------------------------------------------------------------------------------------------------------------
  *     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.
  
     (1)   The warrant under the Business Consultant Agreement and the options
           under the 1994 Midland Resources, Inc. Long-Term Incentive Plan, the
           1996 Midland Resources, Inc. Long-Term Incentive Plan and the 1995 
           Directors' Stock Option Plan were previously issued by Midland 
           Resources, Inc. ("Midland"). Pursuant to the terms of a merger 
           agreement dated as of May 22, 1998 among Midland, Vista Resources 
           Partners, L.P., Vista Energy Resources, Inc. ("Vista") and Midland 
           Merger Co., Midland was merged into Vista. Pursuant to the terms of the
           merger agreement, the options and the warrant previously issued by 
           Midland are now exercisable for shares of common stock, par value $.01 
           per share, of Vista.
     (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.
  
                                         2
  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      --        Business Consultant Agreement
  
           4.2      --        1994 Midland Resources, Inc. Long-Term Incentive
                              Plan
  
           4.3      --        1996 Midland Resources, Inc. Long-Term Incentive
                              Plan
  
           4.4      --        1995 Directors' Stock Option 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, Independent Public 
                              Accountants
  
          24.1      --        Power of Attorney (included on the signature pages
                              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; and
  
                                         3
  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.
  
                                         4
  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
  6
  /s/ John S. Foster               Director                                          November 5, 1998
  ------------------------------------------
                 John S. Foster
  
                /s/ John Q. Adams               Director                                          November 5, 1998
  ------------------------------------------
                  John Q. Adams
  7
  
                                 INDEX TO 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      --        Business Consultant Agreement
  
           4.2      --        1994 Midland Resources, Inc. Long-Term Incentive
                              Plan
  
           4.3      --        1996 Midland Resources, Inc. Long-Term Incentive
                              Plan
  
           4.4      --        1995 Directors' Stock Option 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, Independent Public
                              Accountants
  
          24.1      --        Power of Attorney (included on the signature pages
                              of this Registration Statement)