<PAGE>

  As filed with the Securities and Exchange Commission on November 21, 1996
                                                    Registration No. 333-

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

                             ---------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933

                             ---------------------

                             COSTILLA ENERGY, INC.
             (Exact name of issuer as specified in its charter)

                 DELAWARE                                        75-2658940
      (State or other jurisdiction of                         (I.R.S. Employer
       incorporation or organization)                        Identification No.)

       400 WEST ILLINOIS, SUITE 1000                               79701
              MIDLAND, TEXAS                                     (Zip Code)
 (Address of principal executive offices)

                            1996 STOCK OPTION PLAN
                            OF COSTILLA ENERGY, INC.
                            (Full Title of the Plan)

                             ---------------------

                                BOBBY W. PAGE
                SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              COSTILLA ENERGY, INC.
                         400 WEST ILLINOIS, SUITE 1000
                              MIDLAND, TEXAS 79701
                                (915) 683-3092
         (Name and address, including zip code, and telephone number,
                    including area code, of agent for service)

                                  COPIES TO:

                             RICHARD T. MCMILLAN
                      COTTON, BLEDSOE, TIGHE & DAWSON
                       500 WEST ILLINOIS, SUITE 300
                            MIDLAND, TEXAS 79701

                             ---------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon 
as practicable after the effective date of this registration statement.

<TABLE>
                            CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
<S>                              <C>         <C>          <C>           <C>
                                             PROPOSED     PROPOSED
                                              MAXIMUM      MAXIMUM
                                   AMOUNT    OFFERING     AGGREGATE      AMOUNT OF
TITLE OF SECURITIES                 TO BE    PRICE PER    OFFERING      REGISTRATION
 TO BE REGISTERED                REGISTERED   UNIT (1)    PRICE (1)         FEE
------------------------------------------------------------------------------------
Common Stock, $.10 par value..... 850,000    $11.8125    $10,040,625       $3,043
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of computing the registration fee and
    computed in accordance with Rule 457(h) based upon the average of the high
    and low prices for securities of the same class as quoted on the Nasdaq
    National Market on November 18, 1996.

<PAGE>

                                    PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


    NOTE:  The document(s) containing the information concerning the 1996 
Stock Option Plan of Costilla Energy, Inc. (the "Plan") required by Item 1 of 
Form S-8 and the statement of availability of Registrant information and 
other information required by Item 2 of this Form will be sent or given to 
employees eligible to participate in the Plan as specified by Rule 428.  In 
accordance with Rule 428 and the requirements of Part I of Form S-8, such 
documents are not being filed with the Securities and Exchange Commission 
(the "Commission") either as part of this Registration Statement or as 
prospectuses or prospectus supplements pursuant to Rule 424. The Registrant 
shall maintain a file of such documents in accordance with the provisions of 
Rule 428.  Upon request, the Registrant shall furnish to the Commission or 
its staff a copy or copies of any or all of the documents included in such 
file.

                                       2


<PAGE>

                                   PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents are incorporated herein by reference:  (1) that 
certain prospectus of Costilla Energy, Inc. (the "Company") dated October 2, 
1996, relating to the initial public offering of 4,800,000 shares of the 
Company's common stock, par value $0.10 per share (the "Common Stock"), which 
is the latest prospectus filed pursuant to Rule 424(b) under the Securities 
Act of 1933, as amended (the "Securities Act") that contains audited 
financial statements for the Company's last fiscal year for which such 
statements have been filed;  (2) all other reports filed by the Company 
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act") since the end of the fiscal year covered by the 
prospectus referred to in (1) above; and (3) the Registration Statement on 
Form 8-A filed by the Company under Section 12 of the Exchange Act, and any 
amendments thereto, containing the description of the Common Stock.

    All documents hereafter filed by the Company pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a 
post-effective amendment of this Registration Statement which indicates that 
all securities offered hereby 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 of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

    The class of securities to be offered pursuant to this Registration 
Statement have been registered under Section 12 of the Exchange Act by the 
filing of a Registration Statement on Form 8-A as described in Item 3 above.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    No expert named in the Registration Statement nor counsel for the Company 
(1) was employed for such purpose on a contingent basis; (2) will receive a 
direct or indirect interest in the Company or its subsidiaries; or (3) was a 
promoter, underwriter, voting trustee, director, officer or employee of the 
Company.

                                       3

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the General Corporation Law of the State of Delaware 
permits a corporation to indemnify certain persons, including officers and 
directors and former officers and directors, and to purchase insurance with 
respect to liability arising out of their capacity or status as officers and 
directors. Such law provides further that the indemnification permitted 
thereunder shall not be deemed exclusive of any other rights to which 
officers and directors may be entitled under the corporation's bylaws, any 
agreement or otherwise. Article IX of the Company's Certificate of 
Incorporation and Article VI of the Company's Bylaws provide, in general, 
that the Company shall indemnify its directors and officers under the 
circumstances defined in Section 145 of the General Corporation Law of the 
State of Delaware and gives authority to the Company to purchase insurance 
with respect to such indemnification.  The Company may in the future seek to 
obtain insurance providing for indemnification of officers and directors of 
the Company and certain other persons against liabilities and expenses 
incurred by any of them in certain stated proceedings and under certain 
stated conditions.

    In addition, Section 102(b)(7) of the General Corporation Law of the 
State of Delaware permits a corporation to limit the liability of its 
directors subject to certain exceptions.  In accordance with Section 
102(b)(7), Article VI of the Company's Certificate of Incorporation provides, 
in general, that a director of the Company shall not be personally liable for 
monetary damages for breach of the director's fiduciary duty as a director, 
except for liability (i) for any breach of the director's duty of loyalty to 
the Company or its stockholders, (ii) for acts or omissions not in good faith 
or which involve intentional misconduct or a knowing violation of law, (iii) 
under Section 174 of the General Corporation Law of the State of Delaware, or 
(iv) for any transaction from which the director derived an improper personal 
benefit, and that the director's liability be further limited to the fullest 
extent permitted under Delaware law, as the same may be amended from time to 
time.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                       4

<PAGE>

ITEM 8.  EXHIBITS.

    Exhibit No.                Description of Exhibit
    ----------                 ----------------------

       4.1*          Certificate of Incorporation of the Company.

       4.2*          Bylaws of the Company.

       4.3*          Specimen Common Stock Certificate.

       5.1           Opinion of Cotton, Bledsoe, Tighe & Dawson, a
                     Professional Corporation.

      10.1*          1996 Stock Option Plan of Costilla Energy, Inc.

      23.1           Consent of KPMG Peat Marwick LLP

      23.2           Consent of Williamson Petroleum Consultants, Inc.

      23.3           Consent of Elms, Faris & Co., P.C.

      23.4           Consent of Cotton, Bledsoe, Tighe & Dawson, a
                     Professional Corporation (such consent is included
                     in the Opinion filed as Exhibit 5.1 to this
                     Registration Statement.)

      24.1           Power of Attorney.

      24.2           Certified copy of resolution of Board of Directors
                     of Costilla Energy, Inc. authorizing signature pursuant
                     to Power of Attorney.

------------------
*These exhibits are incorporated herein by reference to the exhibits to the 
Company's Registration Statements on Form S-1, Registration No. 333-08913 and 
Registration No. 333-08909, filed with the Commission.


ITEM 9.  UNDERTAKINGS.

    The Company hereby undertakes:

                                       5

<PAGE>

         (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 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;

            (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;

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
    apply if the registration statement is on Form S-3, Form S-8, or Form
    F-3 and the information required to be included in the post-effective
    amendment by those paragraphs is contained in periodic reports filed
    with or furnished to the Commission 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 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; and

         (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.

    The Company 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 
(and, where applicable, each filing of the Plan's annual report pursuant to 
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.

                                       6

<PAGE>

    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.





                                       7

<PAGE>

                                   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 Midland, State of Texas, on 
November 20, 1996.

                                        COSTILLA ENERGY, INC.
                                       (Registrant)


                                        By: /s/ Bobby W. Page
                                            ------------------------------------
                                            Bobby W. Page,
                                            Senior Vice President, Treasurer and
                                            Chief Financial Officer


    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                      TITLE                         DATE


/s/ CADELL S. LIEDTKE*       Chairman of the Board,          November 20, 1996
----------------------       Chief Executive Officer and
Cadell S. Liedtke            Director


/s/ MICHAEL J. GRELLA*       President, Chief Operating      November 20, 1996
----------------------       Officer and Director
Michael J. Grella


/s/ HENRY G. MUSSELMAN*      Executive Vice President        November 20, 1996
----------------------       and Director
Henry G. Musselman


/s/ BOBBY W. PAGE            Senior Vice President,          November 20, 1996
----------------------       Treasurer, and Chief
Bobby W. Page                Financial Officer

<PAGE>

/s/ W. D. KENNEDY*           Director                        November 20, 1996
----------------------
W. D. Kennedy


/s/ JERRY J. LANGDON*        Director                        November 20, 1996
----------------------
Jerry J. Langdon



*By:/s/ BOBBY W. PAGE
    ------------------
    Bobby W. Page,
    Attorney-in-Fact

<PAGE>

                               INDEX TO EXHIBITS


Exhibit No.      Description of Exhibit
----------       ----------------------

    4.1*         Certificate of Incorporation of the Company.

    4.2*         Bylaws of the Company. 

    4.3*         Specimen Common Stock Certificate. 

    5.1          Opinion of Cotton, Bledsoe, Tighe & Dawson, a
                 Professional Corporation.

   10.1*         1996 Stock Option Plan of Costilla Energy, Inc.

   23.1          Consent of KPMG Peat Marwick LLP

   23.2          Consent of Williamson Petroleum Consultants, Inc.

   23.3          Consent of Elms, Faris & Co., P.C.

   23.4          Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
                 Corporation (such consent is included in the Opinion filed
                 as Exhibit 5.1 to this Registration Statement.)

   24.1          Power of Attorney.

   24.2          Certified copy of resolution of Board of Directors of
                 Costilla Energy, Inc. authorizing signature pursuant to Power
                 of Attorney.

-----------------------
*These exhibits are incorporated herein by reference to the exhibits to the 
Company's Registration Statements on Form S-1, Registration No. 333-08913 and 
Registration No. 333-08909, filed with the Commission.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18124}]
{"company-data": {"conformed-name": "COSTILLA ENERGY INC", "cik": "0001018980", "assigned-sic": "1311", "irs-number": "752658940", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16515", "film-number": "96670066"}, "business-address": {"street1": "400 WEST ILLINOIS", "street2": "STE 1000", "city": "MIDLAND", "state": "TX", "zip": "79702", "phone": "9156833092"}, "mail-address": {"street1": "P O BOX 10369", "street2": "STE 1000", "city": "MIDLAND", "state": "TX", "zip": "79702"}}
As filed with the Securities and Exchange Commission on November 21, 1996
                                                    Registration No. 333-

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

                             ---------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933

                             ---------------------

                             COSTILLA ENERGY, INC.
             (Exact name of issuer as specified in its charter)

                 DELAWARE                                        75-2658940
      (State or other jurisdiction of                         (I.R.S. Employer
       incorporation or organization)                        Identification No.)

       400 WEST ILLINOIS, SUITE 1000                               79701
              MIDLAND, TEXAS                                     (Zip Code)
 (Address of principal executive offices)

                            1996 STOCK OPTION PLAN
                            OF COSTILLA ENERGY, INC.
                            (Full Title of the Plan)

                             ---------------------

                                BOBBY W. PAGE
                SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              COSTILLA ENERGY, INC.
                         400 WEST ILLINOIS, SUITE 1000
                              MIDLAND, TEXAS 79701
                                (915) 683-3092
         (Name and address, including zip code, and telephone number,
                    including area code, of agent for service)

                                  COPIES TO:

                             RICHARD T. MCMILLAN
                      COTTON, BLEDSOE, TIGHE & DAWSON
                       500 WEST ILLINOIS, SUITE 300
                            MIDLAND, TEXAS 79701

                             ---------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon 
as practicable after the effective date of this registration statement.

                            CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
PROPOSED     PROPOSED
                                              MAXIMUM      MAXIMUM
                                   AMOUNT    OFFERING     AGGREGATE      AMOUNT OF
TITLE OF SECURITIES                 TO BE    PRICE PER    OFFERING      REGISTRATION
 TO BE REGISTERED                REGISTERED   UNIT (1)    PRICE (1)         FEE
------------------------------------------------------------------------------------
Common Stock, $.10 par value..... 850,000    $11.8125    $10,040,625       $3,043
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee and
    computed in accordance with Rule 457(h) based upon the average of the high
    and low prices for securities of the same class as quoted on the Nasdaq
    National Market on November 18, 1996.
PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    NOTE:  The document(s) containing the information concerning the 1996 
Stock Option Plan of Costilla Energy, Inc. (the "Plan") required by Item 1 of 
Form S-8 and the statement of availability of Registrant information and 
other information required by Item 2 of this Form will be sent or given to 
employees eligible to participate in the Plan as specified by Rule 428.  In 
accordance with Rule 428 and the requirements of Part I of Form S-8, such 
documents are not being filed with the Securities and Exchange Commission 
(the "Commission") either as part of this Registration Statement or as 
prospectuses or prospectus supplements pursuant to Rule 424. The Registrant 
shall maintain a file of such documents in accordance with the provisions of 
Rule 428.  Upon request, the Registrant shall furnish to the Commission or 
its staff a copy or copies of any or all of the documents included in such 
file.

                                       2
PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents are incorporated herein by reference:  (1) that 
certain prospectus of Costilla Energy, Inc. (the "Company") dated October 2, 
1996, relating to the initial public offering of 4,800,000 shares of the 
Company's common stock, par value $0.10 per share (the "Common Stock"), which 
is the latest prospectus filed pursuant to Rule 424(b) under the Securities 
Act of 1933, as amended (the "Securities Act") that contains audited 
financial statements for the Company's last fiscal year for which such 
statements have been filed;  (2) all other reports filed by the Company 
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act") since the end of the fiscal year covered by the 
prospectus referred to in (1) above; and (3) the Registration Statement on 
Form 8-A filed by the Company under Section 12 of the Exchange Act, and any 
amendments thereto, containing the description of the Common Stock.

    All documents hereafter filed by the Company pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a 
post-effective amendment of this Registration Statement which indicates that 
all securities offered hereby 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 of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

    The class of securities to be offered pursuant to this Registration 
Statement have been registered under Section 12 of the Exchange Act by the 
filing of a Registration Statement on Form 8-A as described in Item 3 above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    No expert named in the Registration Statement nor counsel for the Company 
(1) was employed for such purpose on a contingent basis; (2) will receive a 
direct or indirect interest in the Company or its subsidiaries; or (3) was a 
promoter, underwriter, voting trustee, director, officer or employee of the 
Company.

                                       3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the General Corporation Law of the State of Delaware 
permits a corporation to indemnify certain persons, including officers and 
directors and former officers and directors, and to purchase insurance with 
respect to liability arising out of their capacity or status as officers and 
directors. Such law provides further that the indemnification permitted 
thereunder shall not be deemed exclusive of any other rights to which 
officers and directors may be entitled under the corporation's bylaws, any 
agreement or otherwise. Article IX of the Company's Certificate of 
Incorporation and Article VI of the Company's Bylaws provide, in general, 
that the Company shall indemnify its directors and officers under the 
circumstances defined in Section 145 of the General Corporation Law of the 
State of Delaware and gives authority to the Company to purchase insurance 
with respect to such indemnification.  The Company may in the future seek to 
obtain insurance providing for indemnification of officers and directors of 
the Company and certain other persons against liabilities and expenses 
incurred by any of them in certain stated proceedings and under certain 
stated conditions.

    In addition, Section 102(b)(7) of the General Corporation Law of the 
State of Delaware permits a corporation to limit the liability of its 
directors subject to certain exceptions.  In accordance with Section 
102(b)(7), Article VI of the Company's Certificate of Incorporation provides, 
in general, that a director of the Company shall not be personally liable for 
monetary damages for breach of the director's fiduciary duty as a director, 
except for liability (i) for any breach of the director's duty of loyalty to 
the Company or its stockholders, (ii) for acts or omissions not in good faith 
or which involve intentional misconduct or a knowing violation of law, (iii) 
under Section 174 of the General Corporation Law of the State of Delaware, or 
(iv) for any transaction from which the director derived an improper personal 
benefit, and that the director's liability be further limited to the fullest 
extent permitted under Delaware law, as the same may be amended from time to 
time.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                       4
ITEM 8.  EXHIBITS.

    Exhibit No.                Description of Exhibit
    ----------                 ----------------------

       4.1*          Certificate of Incorporation of the Company.

       4.2*          Bylaws of the Company.

       4.3*          Specimen Common Stock Certificate.

       5.1           Opinion of Cotton, Bledsoe, Tighe & Dawson, a
                     Professional Corporation.

      10.1*          1996 Stock Option Plan of Costilla Energy, Inc.

      23.1           Consent of KPMG Peat Marwick LLP

      23.2           Consent of Williamson Petroleum Consultants, Inc.

      23.3           Consent of Elms, Faris & Co., P.C.

      23.4           Consent of Cotton, Bledsoe, Tighe & Dawson, a
                     Professional Corporation (such consent is included
                     in the Opinion filed as Exhibit 5.1 to this
                     Registration Statement.)

      24.1           Power of Attorney.

      24.2           Certified copy of resolution of Board of Directors
                     of Costilla Energy, Inc. authorizing signature pursuant
                     to Power of Attorney.

------------------
*These exhibits are incorporated herein by reference to the exhibits to the 
Company's Registration Statements on Form S-1, Registration No. 333-08913 and 
Registration No. 333-08909, filed with the Commission.

ITEM 9.  UNDERTAKINGS.

    The Company hereby undertakes:

                                       5
(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 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;

            (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;

         PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not
    apply if the registration statement is on Form S-3, Form S-8, or Form
    F-3 and the information required to be included in the post-effective
    amendment by those paragraphs is contained in periodic reports filed
    with or furnished to the Commission 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 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; and

         (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.

    The Company 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 
(and, where applicable, each filing of the Plan's annual report pursuant to 
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.

                                       6
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.

                                       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 Midland, State of Texas, on 
November 20, 1996.

                                        COSTILLA ENERGY, INC.
                                       (Registrant)

                                        By: /s/ Bobby W. Page
                                            ------------------------------------
                                            Bobby W. Page,
                                            Senior Vice President, Treasurer and
                                            Chief Financial Officer

    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                      TITLE                         DATE

/s/ CADELL S. LIEDTKE*       Chairman of the Board,          November 20, 1996
----------------------       Chief Executive Officer and
Cadell S. Liedtke            Director

/s/ MICHAEL J. GRELLA*       President, Chief Operating      November 20, 1996
----------------------       Officer and Director
Michael J. Grella

/s/ HENRY G. MUSSELMAN*      Executive Vice President        November 20, 1996
----------------------       and Director
Henry G. Musselman

/s/ BOBBY W. PAGE            Senior Vice President,          November 20, 1996
----------------------       Treasurer, and Chief
Bobby W. Page                Financial Officer
/s/ W. D. KENNEDY*           Director                        November 20, 1996
----------------------
W. D. Kennedy

/s/ JERRY J. LANGDON*        Director                        November 20, 1996
----------------------
Jerry J. Langdon

*By:/s/ BOBBY W. PAGE
    ------------------
    Bobby W. Page,
    Attorney-in-Fact
INDEX TO EXHIBITS

Exhibit No.      Description of Exhibit
----------       ----------------------

    4.1*         Certificate of Incorporation of the Company.

    4.2*         Bylaws of the Company. 

    4.3*         Specimen Common Stock Certificate. 

    5.1          Opinion of Cotton, Bledsoe, Tighe & Dawson, a
                 Professional Corporation.

   10.1*         1996 Stock Option Plan of Costilla Energy, Inc.

   23.1          Consent of KPMG Peat Marwick LLP

   23.2          Consent of Williamson Petroleum Consultants, Inc.

   23.3          Consent of Elms, Faris & Co., P.C.

   23.4          Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
                 Corporation (such consent is included in the Opinion filed
                 as Exhibit 5.1 to this Registration Statement.)

   24.1          Power of Attorney.

   24.2          Certified copy of resolution of Board of Directors of
                 Costilla Energy, Inc. authorizing signature pursuant to Power
                 of Attorney.

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*These exhibits are incorporated herein by reference to the exhibits to the 
Company's Registration Statements on Form S-1, Registration No. 333-08913 and 
Registration No. 333-08909, filed with the Commission.