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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
COSTILLA ENERGY, INC.
(Name of Issuer)
Common Stock, $.10 Par Value Per Share
(Title of Class of Securities)
22161G103
(CUSIP Number)
Voluntary** (see note below)
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
**This Schedule 13G is being filed to replace, pursuant to Securities
Exchange Act Release No. 34-39538, Cumberland Associates LLC's Schedule 13D,
filed on May 16, 1997, as amended by Amendment No. 1 thereto, filed on
October 14, 1997.
Page 1 of 6 pages
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CUSIP No. 22161G103 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cumberland Associates LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
572,500
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 117,500
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 572,500
WITH
8 SHARED DISPOSITIVE POWER
117,500
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
12 TYPE OF REPORTING PERSON*
OO, IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 pages
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Item 1(a) Name of Issuer:
Costilla Energy, Inc. (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
400 West Illinois
Suite 1000
Midland, Texas 79701
Items 2(a) Name of Person Filing:
This statement is being filed by Cumberland Associates LLC
to replace, pursuant to Securities Exchange Act Release No.
34-39538, Cumberland Associates LLC's Schedule 13D, filed on
May 16, 1997, as amended by Amendment No. 1 thereto, filed
on October 14, 1997. Cumberland Associates LLC is a limited
liability company organized under the laws of the State of
New York, and is engaged in the business of managing, on a
discretionary basis, thirteen securities accounts (the
"Accounts"), the principal one of which is Cumberland
Partners. K. Tucker Andersen, Gary Tynes, Oscar S. Schafer,
Bruce G. Wilcox, Glenn Krevlin, Andrew Wallach and Eleanor
Poppe are the members (the "Members") of Cumberland
Associates LLC.
Item 2(b) Address of Principal Business Office:
The address of the principal business and office of
Cumberland Associates LLC and each of the Members is 1114
Avenue of the Americas, New York, New York 10036.
Item 2(c) Citizenship:
Cumberland Associates LLC is a New York limited liability
company. Each of the Members is a citizen of the United
States.
Item 2(d) Title of Class of Securities:
Common Stock, par value $.10 per share (the "Shares")
Item 2(e) CUSIP Number:
22161G103
Item 3 Not Applicable
Page 3 of 6 pages
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Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of the date hereof, Cumberland Associates LLC may be
deemed the beneficial owner of 690,000 Shares.
Item 4(b) Percent of Class:
The number of Shares of which Cumberland Associates LLC may
be deemed to be the beneficial owner constitutes
approximately 6.9% of the total number of Shares
outstanding.
Item 4(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 572,500
(ii) Shared power to vote or to direct the vote: 117,500
(iii) Sole power to dispose or to direct the disposition of:
572,500
(iv) Shared power to dispose or to direct the disposition
of: 117,500
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
The beneficial owners of the Accounts have the right to
participate in the receipt of dividends from, or proceeds
from the sale of, the Shares held for each Account in
accordance with their ownership interests in each such
Account.
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
Not Applicable
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Page 4 of 6 pages
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Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below the signatory certifies that, to the best of his
knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the Issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
Page 5 of 6 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: April 6, 1998
CUMBERLAND ASSOCIATES LLC
By: /s/ Bruce G. Wilcox
Name: Bruce G. Wilcox
Title: Member
Page 6 of 6 pages
