<PAGE>   1
      As filed with the Securities and Exchange Commission on June 14, 2000
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                               PRIZE ENERGY CORP.
                (FORMERLY KNOWN AS VISTA ENERGY RESOURCES, INC.)
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                             <C>
                          Delaware                                              75-276614
(State or other jurisdiction of incorporation or organization)     (I.R.S. employer identification no.)
</TABLE>

                              3500 William D. Tate
                                    Suite 200
                             Grapevine, Texas 76051
          (Address of principal executive offices, including zip code)

               PRIZE ENERGY CORP. AMENDED AND RESTATED OPTION PLAN
                            (Full title of the plan)

                                   Lon C. Kile
                      President and Chief Operating Officer
                              3500 William D. Tate
                                    Suite 200
                             Grapevine, Texas 76051
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (817) 424-0400

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================== ====================  ==================== ===================  ===================
                                                                  Proposed            Proposed
                                                                  maximum              maximum
         Title of securities              Amount to be         offering price         aggregate            Amount of
          to be registered                 registered            per share         offering price      registration fee
------------------------------------- --------------------  -------------------- -------------------  -------------------
<S>                                   <C>                   <C>                  <C>                  <C>
Common Stock, $.01 par value          2,141,300 shares(1)         $7.84(2)         $16,787,792(3)          $4,431.98
===================================== ====================  ==================== ===================  ===================
</TABLE>

(1)      Plus an indeterminable number of additional shares as may become
         issuable as a result of any antidilution provisions of the Plan.

(2)      In accordance with Rule 457(h)(1) under the Securities Act of 1933,
         this amount represents the exercise price per share of outstanding
         stock options to purchase 2,141,300 shares of Common Stock.

(3)      This amount represents the aggregate price at which options granted
         under the Plan may be exercised.













<PAGE>   2



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I of Form S-8 to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.



<PAGE>   3



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents and information previously filed by the
Registrant with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:

         (1)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1999;

         (2)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2000;

         (3)      The Registrant's Current Reports on Form 8-K dated January 5,
                  2000, and February 8, 2000;

         (4)      The Registrant's Current Report on Form 8-K dated February 8,
                  2000, and Amendment No. 1 thereto dated February 23, 2000; and

         (5)      The description of the Registrant's Common Stock contained in
                  the Registration Statement on Form 8-A filed with the
                  Securities and Exchange Commission on October 26, 1998, and
                  including any amendment or report heretofore or hereafter
                  filed for the purpose of updating the description of the
                  Registrant's Common Stock contained therein.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities offered hereby then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from their respective dates of filing. Any
statement contained in a document incorporated by reference shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed incorporated
document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article Tenth of the Amended and Restated Certificate of Incorporation
of the Registrant provides that the Registrant shall indemnify its officers and
directors to the maximum extent allowed by the Delaware General Corporation Law
("DGCL"). Pursuant to Section 145 of the DGCL, the Registrant 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


                                      II-1

<PAGE>   4


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 Registrant, 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 Registrant, 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 Registrant, 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
Registrant also has the power to purchase and maintain insurance for its
directors and officers. Additionally, Article Tenth of the Amended and Restated
Certificate of Incorporation provides that, in the event that an officer or
director files suit against the Registrant seeking indemnification of
liabilities or expenses incurred, the burden will be on the Registrant to prove
that the indemnification would not be permitted under the DGCL.

         The Registrant's Amended and Restated Certificate of Incorporation also
eliminates the liability of the Registrant's directors for monetary damages for
breach of their fiduciary duty as directors. This provision, however, does not
eliminate a director's liability (a) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) in respect of certain unlawful dividend payments or stock redemptions
or repurchases, or (d) for any transaction from which a director derived an
improper personal benefit.

         The preceding discussion of the Registrant's Amended and Restated
Certificate of Incorporation and Section 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by the Amended and Restated
Certificate of Incorporation and Section 145 of the DGCL.

         The Registrant has entered into indemnification agreements with certain
of its directors and officers. Pursuant to such agreements, the Registrant will,
to the extent permitted by applicable law, indemnify such persons against all
expenses, judgements, 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 Registrant or assumed certain
responsibilities at the direction of the Registrant.




                                      II-2

<PAGE>   5



ITEM 8.     EXHIBITS.

  Exhibit Number                     Description

         4.1      Prize Energy Corp. Amended and Restated Option Plan
                  (incorporated by reference to the Registrant's Current Report
                  on Form 8-K dated February 8, 2000).

         5.1*     Opinion of Conner & Winters, A Professional Corporation.

         23.1*    Consent of Ernst & Young LLP.

         23.2*    Consent of Arthur Andersen LLP.

         23.3*    Consent of Williamson Petroleum Consultants, Inc.

         23.4*    Consent of Netherland, Sewell & Associates, Inc.

         23.5     Consent of Conner & Winters, A Professional Corporation
                  (included in Exhibit 5.1).

         24*      Power of Attorney (included on page II-5 of this
                  Registration Statement).

---------
         *        Filed herewith.

ITEM 9.     UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made of the securities registered hereby, 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 this 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 this
                  Registration Statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this Registration Statement;



                                      II-3

<PAGE>   6



         provided, however, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) above 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 Registrant 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 purpose 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.

         (b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 Registrant 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-4

<PAGE>   7


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Grapevine, State of Texas on the 14th day of June,
2000.

                                           PRIZE ENERGY CORP.

                                           By: /s/ Lon C. Kile
                                              ----------------------------------
                                                   Lon C. Kile
                                                   President and Chief Operating
                                                   Officer

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Philip B. Smith and Lon C. Kile, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys- in-fact and agents, or his or their substitutes, 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 below by the following persons in the
capacities and on the dates indicated:



<TABLE>
<CAPTION>
               SIGNATURE                                 TITLE                               DATE

<S>                                    <C>                                               <C>
  /s/ Philip B. Smith                  Director, Chairman of the Board,                  June 14, 2000
-------------------------------------  Chief Executive Officer and Treasurer
Philip B. Smith                        (principal executive officer, principal
                                       financial officer and principal
                                       accounting officer)

 /s/ Lon C. Kile                       Director, President and Chief                     June 14, 2000
-------------------------------------- Operating Officer
Lon. C. Kile

  /s/ Kenneth A. Hersh                 Director                                          June 14, 2000
--------------------------------------
Kenneth A. Hersh


  /s/ David R. Albin                   Director                                          June 14, 2000
--------------------------------------
David R. Albin
</TABLE>


                                      II-5

<PAGE>   8
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
       EXHIBIT
        NUMBER    DESCRIPTION
       -------    -----------

<S>               <C>
         4.1      Prize Energy Corp. Amended and Restated Option Plan
                  (incorporated by reference to the Registrant's Current Report
                  on Form 8-K dated February 8, 2000).

         5.1*     Opinion of Conner & Winters, A Professional Corporation.

         23.1*    Consent of Ernst & Young LLP.

         23.2*    Consent of Arthur Andersen LLP.

         23.3*    Consent of Williamson Petroleum Consultants, Inc.

         23.4*    Consent of Netherland, Sewell & Associates, Inc.

         23.5     Consent of Conner & Winters, A Professional Corporation
                  (included in Exhibit 5.1).

         24*      Power of Attorney (included on page II-5 of this Registration
                  Statement).
</TABLE>

---------
   *              Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 18391}]
{"company-data": {"conformed-name": "PRIZE ENERGY CORP", "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": "333-39236", "film-number": "654786"}, "business-address": {"street1": "3500 WILLIAM D TATE", "street2": "STE 200", "city": "GRAPEVINE", "state": "TX", "zip": "76051", "phone": "8174240400"}, "mail-address": {"street1": "3500 WILLIAM D TATE", "street2": "STE 200", "city": "GRAPEVINE", "state": "TX", "zip": "76051"}, "former-company": {"former-conformed-name": "VISTA ENERGY RESOURCES INC", "date-changed": "19980608"}}
1
      As filed with the Securities and Exchange Commission on June 14, 2000
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               PRIZE ENERGY CORP.
                (FORMERLY KNOWN AS VISTA ENERGY RESOURCES, INC.)
             (Exact name of registrant as specified in its charter)
Delaware                                              75-276614
(State or other jurisdiction of incorporation or organization)     (I.R.S. employer identification no.)
3500 William D. Tate
                                    Suite 200
                             Grapevine, Texas 76051
          (Address of principal executive offices, including zip code)

               PRIZE ENERGY CORP. AMENDED AND RESTATED OPTION PLAN
                            (Full title of the plan)

                                   Lon C. Kile
                      President and Chief Operating Officer
                              3500 William D. Tate
                                    Suite 200
                             Grapevine, Texas 76051
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (817) 424-0400

                         CALCULATION OF REGISTRATION FEE
===================================== ====================  ==================== ===================  ===================
                                                                  Proposed            Proposed
                                                                  maximum              maximum
         Title of securities              Amount to be         offering price         aggregate            Amount of
          to be registered                 registered            per share         offering price      registration fee
------------------------------------- --------------------  -------------------- -------------------  -------------------
Common Stock, $.01 par value          2,141,300 shares(1)         $7.84(2)         $16,787,792(3)          $4,431.98
===================================== ====================  ==================== ===================  ===================
(1)      Plus an indeterminable number of additional shares as may become
         issuable as a result of any antidilution provisions of the Plan.

(2)      In accordance with Rule 457(h)(1) under the Securities Act of 1933,
         this amount represents the exercise price per share of outstanding
         stock options to purchase 2,141,300 shares of Common Stock.

(3)      This amount represents the aggregate price at which options granted
         under the Plan may be exercised.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I of Form S-8 to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents and information previously filed by the
Registrant with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:

         (1)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1999;

         (2)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2000;

         (3)      The Registrant's Current Reports on Form 8-K dated January 5,
                  2000, and February 8, 2000;

         (4)      The Registrant's Current Report on Form 8-K dated February 8,
                  2000, and Amendment No. 1 thereto dated February 23, 2000; and

         (5)      The description of the Registrant's Common Stock contained in
                  the Registration Statement on Form 8-A filed with the
                  Securities and Exchange Commission on October 26, 1998, and
                  including any amendment or report heretofore or hereafter
                  filed for the purpose of updating the description of the
                  Registrant's Common Stock contained therein.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities offered hereby then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from their respective dates of filing. Any
statement contained in a document incorporated by reference shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed incorporated
document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article Tenth of the Amended and Restated Certificate of Incorporation
of the Registrant provides that the Registrant shall indemnify its officers and
directors to the maximum extent allowed by the Delaware General Corporation Law
("DGCL"). Pursuant to Section 145 of the DGCL, the Registrant 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

                                      II-1
4

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 Registrant, 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 Registrant, 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 Registrant, 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
Registrant also has the power to purchase and maintain insurance for its
directors and officers. Additionally, Article Tenth of the Amended and Restated
Certificate of Incorporation provides that, in the event that an officer or
director files suit against the Registrant seeking indemnification of
liabilities or expenses incurred, the burden will be on the Registrant to prove
that the indemnification would not be permitted under the DGCL.

         The Registrant's Amended and Restated Certificate of Incorporation also
eliminates the liability of the Registrant's directors for monetary damages for
breach of their fiduciary duty as directors. This provision, however, does not
eliminate a director's liability (a) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) in respect of certain unlawful dividend payments or stock redemptions
or repurchases, or (d) for any transaction from which a director derived an
improper personal benefit.

         The preceding discussion of the Registrant's Amended and Restated
Certificate of Incorporation and Section 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by the Amended and Restated
Certificate of Incorporation and Section 145 of the DGCL.

         The Registrant has entered into indemnification agreements with certain
of its directors and officers. Pursuant to such agreements, the Registrant will,
to the extent permitted by applicable law, indemnify such persons against all
expenses, judgements, 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 Registrant or assumed certain
responsibilities at the direction of the Registrant.

                                      II-2
5

ITEM 8.     EXHIBITS.

  Exhibit Number                     Description

         4.1      Prize Energy Corp. Amended and Restated Option Plan
                  (incorporated by reference to the Registrant's Current Report
                  on Form 8-K dated February 8, 2000).

         5.1*     Opinion of Conner & Winters, A Professional Corporation.

         23.1*    Consent of Ernst & Young LLP.

         23.2*    Consent of Arthur Andersen LLP.

         23.3*    Consent of Williamson Petroleum Consultants, Inc.

         23.4*    Consent of Netherland, Sewell & Associates, Inc.

         23.5     Consent of Conner & Winters, A Professional Corporation
                  (included in Exhibit 5.1).

         24*      Power of Attorney (included on page II-5 of this
                  Registration Statement).

---------
         *        Filed herewith.

ITEM 9.     UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made of the securities registered hereby, 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 this 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 this
                  Registration Statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this Registration Statement;

                                      II-3
6

         provided, however, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) above 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 Registrant 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 purpose 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.

         (b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 Registrant 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-4
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Grapevine, State of Texas on the 14th day of June,
2000.

                                           PRIZE ENERGY CORP.

                                           By: /s/ Lon C. Kile
                                              ----------------------------------
                                                   Lon C. Kile
                                                   President and Chief Operating
                                                   Officer

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Philip B. Smith and Lon C. Kile, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys- in-fact and agents, or his or their substitutes, 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 below by the following persons in the
capacities and on the dates indicated:
SIGNATURE                                 TITLE                               DATE
/s/ Philip B. Smith                  Director, Chairman of the Board,                  June 14, 2000
-------------------------------------  Chief Executive Officer and Treasurer
Philip B. Smith                        (principal executive officer, principal
                                       financial officer and principal
                                       accounting officer)

 /s/ Lon C. Kile                       Director, President and Chief                     June 14, 2000
-------------------------------------- Operating Officer
Lon. C. Kile

  /s/ Kenneth A. Hersh                 Director                                          June 14, 2000
--------------------------------------
Kenneth A. Hersh

  /s/ David R. Albin                   Director                                          June 14, 2000
--------------------------------------
David R. Albin
II-5
8
                                INDEX TO EXHIBITS
EXHIBIT
        NUMBER    DESCRIPTION
       -------    -----------
4.1      Prize Energy Corp. Amended and Restated Option Plan
                  (incorporated by reference to the Registrant's Current Report
                  on Form 8-K dated February 8, 2000).

         5.1*     Opinion of Conner & Winters, A Professional Corporation.

         23.1*    Consent of Ernst & Young LLP.

         23.2*    Consent of Arthur Andersen LLP.

         23.3*    Consent of Williamson Petroleum Consultants, Inc.

         23.4*    Consent of Netherland, Sewell & Associates, Inc.

         23.5     Consent of Conner & Winters, A Professional Corporation
                  (included in Exhibit 5.1).

         24*      Power of Attorney (included on page II-5 of this Registration
                  Statement).
---------
   *              Filed herewith.