As filed with the Securities and Exchange Commission on April , 1998
                                                      Registration No. 333-31897

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         POST-EFFECTIVE AMENDMENT NO. 1
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                                COMSTOCK BANCORP
             (Exact Name of Registrant as Specified in its Charter)

NEVADA                                                           86-0856406
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)
                                 6275 Neil Road
                                  P.O. Box 7610
                             Reno, Nevada 89510-7610
           (Address of Principal Executive Offices Including Zip Code)

                               1992 INCENTIVE PLAN
                                       AND
                 1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plans)


                                Robert N. Barone
                                Comstock Bancorp
                                 6275 Neil Road
                                  P.O. Box 7610
                             Reno, Nevada 89510-7610
                                 (702) 824-7100
           (Name and Address Including Zip Code; and Telephone Number,
                   Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                         <C>                          <C>                     <C>                        <C>                 <C>

        Title Of                                             Proposed                  Proposed
       Securities                                             Maximum                   Maximum
          To Be                  Amount To Be             Offering Price          Aggregate Offering             Amount Of
       Registered               Registered (1)             Per Share (3)                 Price               Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
     Common Stock,
    par value $.01           1,270,000 Shares (2)            Variable                 $4,624,900                $454.30 (3)
</TABLE>

(1)      Consistent  with  Rule 416  under  the  Securities  Act of  1933,  this
         Registration  Statement also includes an indeterminate number of shares
         of Common Stock that may be issued under the  anti-dilution  provisions
         of the plans.
(2)      Includes   1,130,000  Shares  the  offering  of  which  was  previously
         registered  by  means  of the Form  S-8  Registration  Statement.  This
         Post-Effective Amendment No. 1 is being filed solely for the purpose of
         registering the offer and sale of an additional 140,000 Shares.
(3)      Estimated in accordance  with Rule 457(h) under the  Securities  Act of
         1933 solely for the purpose of calculating the registration fee, on the
         basis  of $11  per  share  for  the  additional  140,000  shares  being
         registered  herewith,  which per share price  represents  the last sale
         price of the Common Stock on March 31, 1998. The Registrant  previously
         paid $934.82 on or about July 23, 1997 with the original Form S-8 filed
         for the purpose of registering  the offer and sale of 1,130,000  Shares
         pursuant to the plans.  This  Post-Effective  Amendment  No. 1 is being
         filed  solely for the purpose of  registering  the offer and sale of an
         additional 140,000 Shares pursuant to the plans.
<PAGE>
                              PURPOSE OF AMENDMENT

         The  purpose  of this  Post-Effective  Amendment  No.  1 is  solely  to
register  on Form S-8 the  offer  and sale of an  additional  140,000  shares of
Common  Stock,  par value  $.01 per share  (the  "Common  Stock"),  of  Comstock
Bancorp,  a  Nevada  corporation  (the  "Corporation"),  pursuant  to  the  1992
Incentive  Plan and the 1992 Non- Employee  Directors'  Stock Option Plan of the
Corporation.  The Corporation  previously registered on Form S-8 (No. 333-31897,
filed on or about July 23, 1997) the offer and sale of up to 1,130,000 shares of
Common  Stock  pursuant  to the 1992  Incentive  Plan and the 1992  Non-Employee
Directors' Stock Option Plan. The sole purpose of this Post-Effective  Amendment
No. 1 is to  register  the offer  and sale of an  additional  140,000  shares of
Common  Stock  pursuant  to the 1992  Incentive  Plan and the 1992  Non-Employee
Directors' Stock Option Plan.

         Consistent with General  Instruction E of Form S-8, the contents of the
Form S-8 Registration  Statement (No.  333-31897) are hereby incorporated herein
by this reference, except to the extent superseded hereby.
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

         The  exhibits  filed  as  part of this  Registration  Statement  are as
follows:

(a)      List of Exhibits.

         Exhibit
           No.    Description

         *4.1     1992 Incentive Plan, as amended

         *4.2     1992 Non-Employee Directors' Stock Option Plan, as amended

         *4.3     Form of stock option agreement under the 1992 Incentive Plan

         *4.4     Form of stock  option agreement  under the  1992  Non-Employee
                  Directors' Stock Option Plan

         *5.1     Opinion of Grady & Associates re: legality

         *23.1    Consent of Grady & Associates (included in Exhibit 5.1)

         *23.2    Consent of Kafoury, Armstrong & Co.

          24      Power of Attorney (included as part of the original 
                  Registration Statement on Form S-8 (No. 333-31897) and
                  incorporated herein by this reference)

*        Filed herewith.
<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,  Post-Effective  Amendment  No. 1, to be signed on its  behalf by the
undersigned, thereunto duly authorized, in the City of Reno, State of Nevada, on
this 3rd day of April, 1998.

         COMSTOCK BANCORP



         By:      /s/ Robert N. Barone
                  Robert N. Barone
                  Chairman of the Board of Directors, Chief
                  Executive Officer and Treasurer


         Pursuant  to the  requirements  of the  Securities  Act of 1933 and any
rules and regulations  promulgated  thereunder,  this Registration  Statement or
amendment  thereto,  has been signed by the following  persons in the capacities
and on the dates indicated.

Name                                           Title                   Date

/s/ Robert N. Barone                       Chairman of the         April 3, 1998
----------------------------------         Board of Directors,
Robert N. Barone                           Chief Executive Officer 
(principal executive, accounting           and Treasurer
and financial officer)

/s/ Larry Platz *                          Director, President     April 3, 1998
------------------------------------       and Secretary
Larry Platz

/s/ Edward E. Allison *                    Director                April 3, 1998
---------------------------------
Edward E. Allison

/s/ Stephen C. Benna *                     Director                April 3, 1998
---------------------------------
Stephen C. Benna

/s/ John A. Coombs *                       Director                April 3, 1998
--------------------------------
John A. Coombs

/s/ Michael W. Dyer *                      Director                April 3, 1998
--------------------------------
Michael W. Dyer

/s/ Mervyn J. Matorian *                   Director                April 3, 1998
---------------------------------
Mervyn J. Matorian

/s/ Samuel P. McMullen *                   Director                April 3, 1998
-------------------------------
Samuel P. McMullen

/s/ Ronald R. Zideck *                     Director                April 3, 1998
---------------------------------
Ronald R. Zideck

*        By Robert N. Barone, attorney-in-fact
<PAGE>
                                  EXHIBIT INDEX

         Exhibit
           No.    Description

         *4.1     1992 Incentive Plan, as amended

         *4.2     1992 Non-Employee Directors' Stock Option Plan, as amended

         *4.3     Form of stock option agreement under the 1992 Incentive Plan

         *4.4     Form of stock option agreement under the 1992 Non-Employee
                  Directors' Stock Option Plan

         *5.1     Opinion of Grady & Associates re: legality

         *23.1    Consent of Grady & Associates (included in Exhibit 5.1)

         *23.2    Consent of Kafoury, Armstrong & Co.

          24      Power of Attorney (included as part of the original 
                  Registration Statement on Form S-8 (No. 333-31897) and
                  incorporated herein by this reference)

*        Filed herewith.
<PAGE>



                                   EXHIBIT 4.1



<PAGE>
                               1992 INCENTIVE PLAN

         1. Purpose of the Plan.  This 1992  Incentive  Plan adopted on this 5th
day of February,  1992,  is intended to encourage  officers and key employees of
the  Company and its  Subsidiaries  to acquire or increase  their  ownership  of
common stock of the Company on reasonable  terms. The opportunity so provided is
intended  to foster in  participants  a strong  incentive  to put forth  maximum
effort for the continued success and growth of the Company and its Subsidiaries,
to aid in retaining  individuals  who put forth such  efforts,  and to assist in
attracting the best available individuals to the Company and its Subsidiaries in
the future.

         2.  Definitions.  When used herein,  the following terms shall have the
meaning set forth below:

         2.1      "Award" means an Option, a  Restricted Stock  Award or a Stock
                  Bonus Award.

         2.2      "Award  Agreement"  means a written  agreement in such form as
                  may  be,  from  time  to  time,   hereafter  approved  by  the
                  Committee,  or the Board if no Committee is  appointed,  which
                  shall be duly  executed by the Company  and the  Employee  and
                  which sets forth the terms and  conditions  of an Award  under
                  the Plan.

         2.3      "Board" means the Board of Directors of Comstock Bancorp.

         2.4      "Code" means the Internal  Revenue Code of 1986,  as in effect
                  at the time of reference,  or any successor revenue code which
                  may hereafter be adopted in lieu thereof, and reference to any
                  specific   provisions   of  the  Code   shall   refer  to  the
                  corresponding  provisions  of the Code as it may  hereafter be
                  amended or replaced.

         2.5      "Committee"  means the Stock Option  Committee of the Board or
                  any other committee appointed by the Board who are invested by
                  the Board with  responsibility  for the  administration of the
                  Plan and whose members meet the  requirements  for eligibility
                  to serve as set forth in  Section  240.16b-3  (as  defined  in
                  Section 2.17 below) and in the Plan.

         2.6      "Company" means Comstock Bancorp.

         2.7      "Employees" means officers (including officers who are members
                  of the Board) and other key employees of the Company or any of
                  its Subsidiaries.

         2.8      "Fair Market Value" means with respect to the Shares, the fair
                  market value  determined by the Committee,  or the Board if no
                  Committee is appointed,  in its discretion;  provided however,
                  that if the Shares are traded on the over-the-counter  market,
                  Fair Market  Value means the mean between the high and the low
                  bid and asked  prices for the  Shares on the  over-the-counter
                  market on the last business day prior to the date on which the
                  value is to be determined  (or the next preceding day on which
                  sales occurred if there were no sales on such date);  provided
                  further,   however,   if  no  sales  have   occurred   on  the
                  over-the-counter market during the three week period preceding
                  the date on which value is to be determined  Fair Market Value
                  means the average of the mean between the high and the low bid
                  and asked prices for the Shares on the over-the-counter market
                  for the three (3) month period ending on the last business day
                  prior  to the  date on which  the  value is to be  determined;
                  provided  further,  however,  if the  Shares are traded on any
                  other established  securities market,  Fair Market Value means
                  the closing price of the Shares on the last business day prior
                  to the  date  on  which  the  value  is to be  determined,  as
                  reported  in the Wall Street  Journal or such other  source of
                  quotation  for,  or reports  of trading  of, the Shares as the
                  Board may reasonably select from time to time.

         2.9      "Incentive   Stock  Option"   means  an  Option   meeting  the
                  requirements  and containing the limitations and  restrictions
                  set forth in Section 422 of the Code.

         2.10     "Non-Qualified Stock  Option"  means an  Option  other than an
                   Incentive Stock Option.

         2.11     "Option"  means the  right to  purchase  the  number of Shares
                  specified  by the  Committee,  or the Board if no Committee is
                  appointed,  at a price and for a term fixed by the  Committee,
                  or the Board if no Committee is appointed,  in accordance with
                  the Plan, and subject to such other

                                                         1
<PAGE>
                  limitations and  restrictions as the Plan and the Committee or
                  the Board,  as the case may be, impose,  as well as the right,
                  if any, to receive the cash  payments  specified in Section 10
                  of the Plan.

         2.12     "Parent"  means  any  corporation,  other  than  the  employer
                  corporation,  in an unbroken chain of corporations ending with
                  the  employer  corporation  if, at the time of the granting of
                  the Option,  each of the corporations  other than the employer
                  corporation  owns stock possessing fifty percent (50%) or more
                  of the total combined  voting power of all classes of stock in
                  one of the other corporations in such chain.

         2.13     "Plan" means the Company's 1992 Incentive Plan.

         2.14     "Regulation  T" means Part 220,  chapter  II,  title 12 of the
                  Code of Federal Regulations,  issued by the Board of Governors
                  of the Federal Reserve System pursuant to the Exchange Act, as
                  amended from time to time, or any successor  regulation  which
                  may hereafter be adopted in lieu thereof.

         2.15     "Restricted Stock Agreement" means an Award Agreement executed
                  in connection with a Restricted Stock Award.

         2.16     "Restricted  Stock Award"  means the right to receive  Shares,
                  but subject to forfeiture and/or other  restrictions set forth
                  in the related  Stock  Restriction  Agreement and the Plan, as
                  well as the  right,  if any,  to  receive  the  cash  payments
                  specified in Section 10 of the Plan.

         2.17     "Section   240.16b-3"  means  Rule  16b-3  of  the  rules  and
                  regulations  of  the   Securities   and  Exchange   Commission
                  promulgated under the Securities  Exchange Act of 1934, or any
                  successor  rules or regulations  that may hereafter be adopted
                  in lieu of Rule 16b-3.

         2.18     "Shares"  means  shares of the Company  $.01 par value  common
                  stock or, if by reason of the adjustment  provisions contained
                  herein,  any rights  under an Award under the Plan  pertain to
                  any other security, such other security.

         2.19     "Stock Bonus Award" means the right to receive Shares, without
                  payment except as otherwise provided in Section 9 of the Plan,
                  as well as the right,  if any,  to receive  the cash  payments
                  specified in Section 10 of the Plan.

         2.20     "Subsidiary"  or  "Subsidiaries"   means  any  corporation  or
                  corporations  other  than  the  employer   corporation  in  an
                  unbroken  chain of  corporations  beginning  with the employer
                  corporation  if each of the  corporations  other than the last
                  corporation in the unbroken chain owns stock  possessing fifty
                  percent  (50%) or more of the total  combined  voting power of
                  all classes of stock in one of the other  corporations in such
                  chain.

         2.21     "Successor" means the legal  representative of the estate of a
                  deceased  Employee or the person or persons who shall  acquire
                  the  right to  exercise  or  receive  an Award by  bequest  or
                  inheritance or by reason of the death of the Employee.

         2.22     "Term" means the period during  which a  particular  Award may
                  be exercised.

         3. Stock  Subject to the Plan.  There will be reserved for use upon the
exercise of Awards to be granted  from time to time under the Plan an  aggregate
of 1,000,000 Shares, which Shares may be, in whole or in part as the Board shall
from time to time determine,  authorized but unissued  Shares,  or issued Shares
that have been  reacquired by the Company.  Any Shares  subject to issuance upon
exercise  of Options  but which are not issued  because of a  surrender,  lapse,
expiration  or  termination  of any such Option  prior to issuance of the Shares
shall once again be available for issuance in satisfaction of Awards. Similarly,
any Shares issued  pursuant to a Restricted  Stock Award which are  subsequently
forfeited  pursuant to the terms of the related Restricted Stock Agreement shall
once again be available for issuance in satisfaction of Awards.

                                      -2-
<PAGE>
         4.  Administration  of the Plan. The Board shall appoint the Committee,
which shall consist solely of two (2) or more  Non-Employee  Directors,  as that
term is defined in Section 240.16b-3;  provided,  however, if the Board fails to
appoint a Committee, the Board shall be invested with the responsibility for the
administration  of  the  Plan.  Subject  to the  provisions  of  the  Plan,  the
Committee, or the Board if no Committee is appointed, shall have full authority,
in its  discretion,  to determine the Employees to whom Awards shall be granted,
the number of Shares to be covered by each of the  Awards,  and the terms of any
such Award;  to amend or cancel Awards  (subject to Section 21 of the Plan),  to
accelerate the vesting of Awards;  to require the  cancellation  or surrender of
any  previously  granted  options or other  awards  under this Plan or any other
plans of the Company as a condition  to the  granting of an Award,  to interpret
the Plan; and to prescribe,  amend, and, rescind rules and regulations  relating
to the Plan,  and  generally  to  interpret  and  determine  any and all matters
whatsoever relating to the administration of the Plan and the granting of Awards
hereunder.  The Board may, from time to time appoint members to the Committee in
substitution  for or in addition to members  previously  appointed  and may fill
vacancies,  however caused, in the Committee.  The Committee shall select one of
its members as its Chairman and shall hold its meetings at such times and places
as it shall deem advisable. A majority of its members shall constitute a quorum.
Any action of the Committee may be taken by a written  instrument  signed by all
of the members, and any action so taken shall be fully as effective as if it had
been taken by a vote of a majority of the  members at a meeting  duly called and
held. The Committee shall make such rules and regulations for the conduct of its
business as it shall deem advisable and shall appoint a Secretary who shall keep
minutes of its  meetings  and records of all action  taken in writing  without a
meeting.  No member of the  Committee  shall be  liable,  in the  absence of bad
faith, for any act or omission with respect to his service on the Committee.

         5.  Employees  to Whom Awards May Be Granted.  Awards may be granted in
each calendar year or portion thereof while the Plan is in effect to such of the
Employees as the  Committee,  or the Board if no Committee is appointed,  in its
discretion, shall determine.

         In  determining  the  Employees to whom Awards shall be granted and the
number of Shares to be subject to purchase under such Awards, the Committee,  or
the Board if no  Committee is  appointed,  shall take into account the duties of
the  respective  Employees,  their  present and potential  contributions  to the
success of the  Company  and its  subsidiaries,  and such  other  factors as the
Committee or the Board,  as the case may be, shall deem  relevant in  connection
with accomplishing the purposes of the Plan.

         No Award shall be granted to any member of the Committee so long as his
membership on the  Committee  continues or to any member of the Board who is not
also an officer or key employee of the Company or any Subsidiary.

         6.       Stock Options.

                  6.1 Types of Options.  Options  granted  under the Plan may be
         (i) Incentive Stock Options, (ii) Non-Qualified Stock Options, or (iii)
         a combination of the foregoing.  The Award  Agreement  shall  designate
         whether an Option is an Incentive Stock Option or a Non-Qualified Stock
         Option and separate Award  Agreements  shall be issued for each type of
         Option  when  a  combination  of  an  Incentive   Stock  Option  and  a
         Non-Qualified  Stock  Option  are  granted on the same date to the same
         Employee.  Any Option  which is  designated  as a  Non-Qualified  Stock
         Option  shall not be treated by the Company or the Employee to whom the
         Option is granted as an Incentive  Stock Option for Federal  income tax
         purposes.

                  6.2  Option  Price.   Unless   otherwise   determined  by  the
         Committee,  or the  Board if no  Committee  is  appointed,  in its sole
         discretion,  the  option  price  per share of any  Non-Qualified  Stock
         Option  granted  under the Plan shall not be less than the Fair  Market
         Value of the  Shares  covered  by the  Option on the date the Option is
         granted.  The  option  price per share of any  Incentive  Stock  Option
         granted  under the Plan shall not be less than the Fair Market Value of
         the Shares covered by the Option on the date the Option is granted.

                  Notwithstanding  anything herein to the contrary, in the event
         an Incentive  Stock  Option is granted to an Employee  who, at the time
         such Incentive Stock Option is granted, owns, as defined in Section 425
         of the Code,  stock possessing more than ten percent (10%) of the total
         combined voting power of all classes of stock of:

                           (i)      the Company; or

                           (ii)     if applicable, a Subsidiary; or

                                                         3
<PAGE>
                           (iii)    if applicable, a Parent,

         then the option price per share of any Incentive  Stock Option  granted
         to such Employee  shall not be less than one hundred ten percent (110%)
         of the Fair  Market  Value of the  Shares  covered by the Option on the
         date the Option is granted.

                  6.3  Terms of  Options.  Options  granted  hereunder  shall be
         exercisable for a Term of not more than ten (10) years from the date of
         grant  thereof,   but  shall  be  subject  to  earlier  termination  as
         hereinafter  provided.  Each Award  Agreement  issued  hereunder  shall
         specify the term of the Option,  which Term shall be  determined by the
         Committee,  or the Board if no Committee is  appointed,  in  accordance
         with its discretionary authority hereunder.

                  Notwithstanding  anything herein to the contrary, in the event
         an Incentive  Stock  Option is granted to an Employee  who, at the time
         such Incentive Stock Option is granted, owns, as defined in Section 425
         of the Code,  stock possessing more than ten percent (10%) of the total
         combined voting power of all classes of stock of:

                           (i)      the Company; or

                           (ii)     if applicable, a Subsidiary; or

                           (iii)    if applicable, a Parent,

         then such  Incentive  Stock Option shall not be  exercisable  more than
         five (5) years from the date of grant thereof,  but shall be subject to
         earlier termination as hereinafter provided.

         7.  Limit on Fair  Market  Value of  Incentive  Stock  Options.  In any
calendar year, no Employee may be granted an Incentive Stock Option hereunder to
the extent that the  aggregate  fair market  value (such fair market value being
determined  as of the date of grant of the option in question) of the stock with
respect to which incentive  stock options are first  exercisable by any Employee
during  any  calendar  year  (under all such  plans of the  Employee's  employer
corporation,  its Parent, if any, and its Subsidiaries,  if any) exceeds the sum
of One Hundred  Thousand  Dollars  ($100,000).  For  purposes  of the  preceding
sentence,  options  shall be taken into  account in the order in which they were
granted.  Any Option granted under the Plan which is intended to be an Incentive
Stock  Option,  but which  exceeds the  limitation  set forth in this Section 7,
shall be a Non-Qualified Stock Option.

         8. Restricted  Stock Awards.  Restricted Stock Awards granted under the
Plan  shall be subject to such terms and  conditions  as the  Committee,  or the
Board  if  no  Committee  is  appointed,  may,  in  its  discretion,  determine.
Restricted  Stock Awards  issued under the Plan shall be evidenced by Restricted
Stock Agreements in such form as the Committee,  or the Board if no Committee is
appointed, may from time to time determine.

                  8.1 Receipt of Shares.  Each Restricted  Stock Agreement shall
         set forth the  number of Shares  issuable  under the  Restricted  Stock
         Award evidenced thereby.  Subject to the restrictions in Section 8.3 of
         the Plan and as set forth in the related  Restricted  Stock  Agreement,
         the number of Shares  granted  under a Restricted  Stock Award shall be
         issued to the recipient  Employee  thereof on the date of grant of such
         Restricted Stock Award or as soon as may be practicable thereafter.

                  8.2 Rights of Recipient Employees. Shares received pursuant to
         Restricted  Stock  Awards  shall be duly issued or  transferred  to the
         Employee,  and a certificate or  certificates  for such Shares shall be
         issued in the Employee's  name.  Subject to the restrictions in Section
         8.3 of the  Plan  and as set  forth  in the  related  Restricted  Stock
         Agreement,  the Employee shall thereupon be a stockholder  with respect
         to all the Shares  represented by such  certificate or certificates and
         shall have all the rights of a stockholder with respect to such Shares,
         including  the right to vote such Shares and to receive  dividends  and
         other  distributions  paid with respect to such Shares.  In aid of such
         restrictions,  certificates for Shares awarded hereunder, together with
         a suitably  executed  stock power  signed by each  recipient  Employee,
         shall be held by the  Company in its  control  for the  account of such
         Employee (i) until the restrictions  determined by the Committee or the
         Board if no Committee is appointed, in its discretion, and as set forth
         in the related  Restricted Stock Agreement,  lapse pursuant to the Plan
         or the Restricted Stock Agreement,  at which time a certificate for the
         appropriate  number of Shares (free of all restrictions  imposed by the
         Plan or the  Restricted  Stock  Agreement) shall  be  delivered  to the
         Employee, or (ii) until such Shares are forfeited  to the  Company  and
         cancelled as provided by the Plan or the Restricted Stock Agreement.

                                      -4-
<PAGE>
                  8.3  Restrictions.  Except  as  otherwise  determined  by  the
         Committee,  or the  Board if no  Committee  is  appointed,  in its sole
         discretion,  each Share issued pursuant to a Restricted Stock Agreement
         shall be subject,  in addition to any other  restrictions  set forth in
         the related Restricted Stock Agreement,  to the following  restrictions
         until such  restrictions  have  lapsed  pursuant  to Section 8.4 of the
         Plan:

                           (a)  Disposition.  The Shares  awarded to an Employee
                  and held by the  Company  pursuant to Section 8.2 of the Plan,
                  and the right to vote such Shares or receive dividends on such
                  Shares,  may not be  sold,  exchanged,  transferred,  pledged,
                  hypothecated or otherwise disposed of.

                           (b)  Forfeiture.  The Shares  awarded to an  Employee
                  shall be forfeited to the Company  without  notice and without
                  consideration  therefor  immediately  upon the  termination of
                  Employee's  employment with the Company,  and all Subsidiaries
                  of the Company, for any reason.

                  8.4 Lapse of Restrictions.  Except as otherwise  determined by
         the Committee,  or the Board if no Committee is appointed,  in its sole
         discretion,  the  restrictions  set forth in Section 8.3 of the Plan on
         Shares  issued  under  a  Restricted   Stock  Award  shall  lapse,  and
         certificates  for the Shares  held for the  account of the  Employee in
         accordance  with Section 8.2 of the Plan hereof shall be  appropriately
         distributed to Employee as follows:

                           (a) After  one (1) year  from the date of grant,  the
                  restrictions  shall lapse as to not more than one-third  (1/3)
                  of the Shares originally awarded.

                           (b) After two (2) years  from the date of grant,  the
                  restrictions  shall lapse as to an  aggregate of not more than
                  two-thirds (2/3) of the Shares originally awarded.

                           (c) After three (3) years from the date of grant, the
                  restrictions  shall  lapse as to all of the Shares  originally
                  awarded.

         9. Stock Bonus Awards. Stock Bonus Awards may be granted under the Plan
with respect to Shares, and shall be granted,  subject to the provisions of this
Plan,  upon  such  terms and  conditions  as the  Committee,  or the Board if no
Committee  is  appointed,  may  determine.  The  Committee,  or the  Board if no
Committee is  appointed,  in its  discretion,  may require the Employees to whom
Stock  Bonus  Awards  are  granted  to pay the  Company  an amount  equal to the
aggregate par value of the Shares to be issued to such Employees. Subject to the
Employee delivering in cash or by check the amounts, if any, required to be paid
pursuant to this  Section 9 or pursuant to Section 19 of the Plan  (relating  to
taxes),  a certificate  or  certificates  for such Shares shall be issued in the
Employee's name as soon as reasonably  practicable  following the date of grant,
or if such  payments are  required,  following  the date of such  payments.  The
Company shall deliver such  certificate or  certificates to the Employee and the
Employee shall thereupon be a stockholder with respect to all Shares represented
by  such  certificate  or  certificates  and  shall  have  all the  rights  of a
stockholder with respect to such Shares.

         10.      [deleted by Amendment No. 2]

         11.  Date of  Grant.  The date of grant of an Award  granted  hereunder
shall  be the date on which  the  Committee,  or the  Board if no  Committee  is
appointed, acts in granting the Award.

         12.      Exercise of Rights Under Awards.

                  12.1 Notice of Exercise.  An Employee  entitled to exercise an
         Award  may  do so by  delivery  of a  written  notice  to  that  effect
         specifying  the  number of Shares  with  respect  to which the Award is
         being exercised and any other  information the Committee,  or the Board
         if no  Committee  is  appointed,  may  prescribe.  The notice  shall be
         accompanied  by payment in full of the purchase  price of any Shares to
         be  purchased,  which  payment  may  be  made  in  cash  or,  with  the
         Committee's  or the  Board's  approval,  as the case may be,  in Shares
         which have been held at least six (6) months by such Employee and which
         are  valued  at  Fair  Market  Value  at  the  time  of  exercise  or a
         combination  thereof. No  Shares  shall  be issued upon  exercise of an
         Option  until  full  payment  has  been  made  therefor. All notices or
         requests  provided for herein shall be delivered to the Chief Executive
         Officer of the Company.

                                      -5-
<PAGE>
                  12.2 Cashless Exercise Procedures. The Committee, or the Board
         if no Committee is  appointed,  in its sole  discretion,  may establish
         procedures whereby an Employee,  subject to the requirements of Section
         240.16b-3,  Regulation T, federal  income tax laws,  and other federal,
         state and local tax and  securities  laws,  can exercise an Option or a
         portion  thereof without making a direct payment of the option price to
         the  Company.  If the  Committee  or the Board,  as the case may be, so
         elects to establish a cashless exercise  program,  the Committee or the
         Board, as the case may be, shall determine, in its sole discretion, and
         from time to time,  such  administrative  procedures and policies as it
         deems  appropriate and such procedures and policies shall be binding on
         any Employee wishing to utilize the cashless exercise program.

         13. Award Terms and  Conditions.  Each Award or each agreement  setting
forth an Award shall contain such other terms and  conditions  not  inconsistent
herewith as shall be approved by the Board or by the Committee.

         14. Rights of Award  Holder.  The holder of an Award shall not have any
of the rights of a stockholder with respect to the Shares subject to purchase or
receipt under his Award,  except to the extent that one or more certificates for
such  Shares  shall be  delivered  to him upon the due  exercise or grant of the
Award.

         15.  Nontransferability  of Awards. An Award shall not be transferable,
other than:  (a) by will or the laws of descent and  distribution,  and an Award
may be exercised, during the lifetime of the holder of the Award, only by him or
in the  event of  death,  his  Successor,  or in the  event of  disability,  his
personal representative, or (b) pursuant to a qualified domestic relation order,
as defined in the Code or the Employee Retirement Income Security Act (ERISA) or
the rules thereunder; provided, however, that Incentive Stock Options may not be
transferred pursuant to a qualified domestic relation order unless such transfer
is otherwise  permitted pursuant to the Code and regulations  thereunder without
affecting the Option's  qualification  under  Section 422 as an Incentive  Stock
Option.

         16. Adjustments Upon Changes in Capitalization. In the event of changes
in all of the  outstanding  Shares by reason of stock  dividends,  stock splits,
recapitalizations,   mergers,  consolidations,  combinations,  or  exchanges  of
shares, separations,  reorganizations or liquidations,  or similar events or, in
the event of  extraordinary  cash  dividends  being declared with respect to the
Shares, or similar transactions,  the number and class of Shares available under
the Plan in the  aggregate,  the  number  and class of Shares  subject to Awards
theretofore  granted,  applicable  purchase  prices  and  all  other  applicable
provisions,  shall, subject to the provisions of the Plan, be equitably adjusted
by the Committee,  or the Board if no Committee is appointed  (which  adjustment
may,  but need not,  include  payment to the holder of an Option,  in cash or in
Shares,  in an amount  equal to the  difference  between the price at which such
Award may be  exercised  and the then  current  fair market  value of the Shares
subject to such Award as equitably  determined by the Committee or the Board, as
the case may be). The foregoing  adjustment and the manner of application of the
foregoing  provisions  shall be determined by the Committee or the Board, as the
case may be, in its sole  discretion.  Any such  adjustment  may provide for the
elimination of any fractional  Share which might otherwise  become subject to an
Award.

         17. Unusual Corporate Events. Notwithstanding anything to the contrary,
in  the  case  of an  unusual  corporate  event  such  as  liquidation,  merger,
reorganization  (other than a reorganization as defined by Section  368(a)(1)(F)
of the  Code),  or other  business  combination,  acquisition  or  change in the
control of the Company  through a tender offer or  otherwise,  the Board may, in
its sole discretion, determine, on a case by case basis, that each Award granted
under the Plan shall  terminate  ninety (90) days after the  occurrence  of such
unusual corporate event, but, in the event of any such termination:

                  (a) An Option holder shall have the right, commencing at least
         five (5) days prior to such unusual  corporate event and subject to any
         other  limitation  on the exercises of such Award in effect on the date
         of exercise to immediately exercise any Options in full, without regard
         to any  vesting  limitations,  to the  extent  they shall not have been
         exercised, and

                  (b)  All   restrictions  on  Restricted   Stock  Awards  shall
         immediately lapse and certificates for the affected Shares and the cash
         payment  required  by Section  8.2 of the Plan (if any  payment is due)
         shall be appropriately distributed.


                                        6
<PAGE>
         18. Forms of Options.  Nothing contained in the Plan nor any resolution
adopted  or to be  adopted by the Board or by the  stockholders  of the  Company
shall constitute the granting of any Award. An Award shall be granted  hereunder
only  by  action  taken  by the  Committee,  or the  Board  if no  Committee  is
appointed,  in granting an Award.  Whenever the  Committee or the Board,  as the
case may be,  shall  designate  an  Employee  for the  receipt of an Award,  the
Secretary or the Chief Executive Officer of the Company, or such other person as
the Committee or the Board,  as the case may be, shall appoint,  shall forthwith
send notice thereof to the Employee, in such form as the Committee or the Board,
as the case may be,  shall  approve,  stating  the  number of Shares  subject to
Award, its Term, and the other terms and conditions thereof. The notice shall be
accompanied  by a written Award  Agreement in such form as may from time to time
hereafter be approved by the  Committee or the Board,  as the case may be, which
shall have been duly  executed by or on behalf of the Company.  If the surrender
of previously  issued Awards is made a condition of the grant,  the notice shall
set forth the pertinent details of such condition.  Execution by the Employee to
whom such  Award is  granted  of said Award  Agreement  in  accordance  with the
provisions set forth in this Plan shall be a condition precedent to the exercise
of any Award.

         19.      Taxes.

                  19.1 Right to Withhold  Required Taxes. The Company shall have
         the right to require a person  entitled to receive  Shares  pursuant to
         the  receipt  or an  exercise  of an  Award  under  the Plan to pay the
         Company  the  amount  of any  taxes  which  the  Company  is or will be
         required to withhold with respect to such Shares before the certificate
         for such Shares is delivered  pursuant to the Award.  Furthermore,  the
         Company  may elect to deduct  such  taxes from any other  amounts  then
         payable in cash or in shares or from any other amounts payable any time
         thereafter in cash to the Employee.  If the Employee disposes of Shares
         acquired  pursuant  to an  Incentive  Stock  Option in any  transaction
         considered to be a disqualifying transaction under Sections 421 and 422
         of the Code, the Employee shall notify the Company of such transfer and
         the Company shall have the right to deduct any taxes required by law to
         be withheld from any amounts  otherwise  payable in cash then or at any
         time thereafter to the Employee.

                  19.2  Employee   Election  to  Withhold  Shares.   Subject  to
         Committee approval, or Board approval if no Committee is appointed,  an
         Employee who is subject to Section 16(b) of the Securities and Exchange
         Act of 1934, as amended,  may satisfy his tax liability with respect to
         the  exercise  of an Option,  by having  the  Company  withhold  Shares
         otherwise  issuable upon exercise of the Option if such Employee  makes
         an  election  to do so which  satisfies  the  requirements  of  Section
         240.16b-3.

         20.  Termination of the Plan.  The Plan shall  terminate ten (10) years
from the date  hereof,  and an Award  shall not be granted  under the Plan after
that date  although  the terms of any Awards may be amended at any date prior to
the end of its Term in accordance  with the Plan. Any Awards  outstanding at the
time of  termination  of the  Plan  shall  continue  in full  force  and  effect
according to the terms and conditions of the Award and this Plan.

         21. Amendment of the Plan. The Plan may be amended at any time and from
time to  time  by the  Board,  but no  amendment  without  the  approval  of the
stockholders of the Company shall be made if stockholder  approval under Section
422 of the Code (or any  successor  provision)  or  Section  240.16b-3  would be
required.  Notwithstanding the discretionary  authority granted to the Committee
in Section 4 of the Plan,  no amendment of the Plan or any Award  granted  under
the Plan shall  impair any of the rights of any  holder,  without  his  consent,
under any Award theretofore granted under the Plan.

         22. Delivery of Shares on Exercise. Delivery of certificates for Shares
pursuant to an Award exercise may be postponed by the Company such period as may
be required  for it with  reasonable  diligence  to comply  with any  applicable
requirements  of  any  federal,   state  or  local  law  or  regulation  or  any
administrative  or  quasi-administrative  requirement  applicable  to the  sale,
issuance,  distribution or delivery of such Shares. The Committee,  or the Board
if no Committee is appointed,  may, in its sole discretion,  require an Employee
to furnish the Company with appropriate representations and a written investment
letter prior to the exercise of an Award or the delivery of any Shares  pursuant
to an Award.

         23. Fees and Costs.  The Company shall pay all original  issue taxes on
the exercise of any Award granted under the Plan and all other fees and expenses
necessarily incurred by the Company in connection therewith.

         24.  Effectiveness  of the Plan.  The Plan shall become  effective when
approved by the Board.  The Plan shall  thereafter be submitted to the Company's
stockholders for approval and  unless the  Plan is approved by  the  affirmative
votes  of the  holders of shares  having a  majority of the voting power  of all
shares represented at a meeting duly held in accordance  with  Nevada law within
twelve (12) months after being  approved by the Board,  the Plan and  all Awards
made under it shall be void and of no force and effect.

                                       7
<PAGE>

         25.  Other  Provisions.  As used in the Plan,  and in Awards  and other
documents  prepared in implementation  of the Plan,  references to the masculine
pronoun  shall be deemed to refer to the feminine or neuter,  and  references in
the  singular or the plural  shall refer to the plural or the  singular,  as the
identity  of the person or persons or entity or entities  being  referred to may
require.  The captions  used in the Plan and in such Awards and other  documents
prepared in  implementation  of the Plan are for convenience  only and shall not
affect the meaning of any provision hereof or thereof.

                                        8
<PAGE>



                                   EXHIBIT 4.2


                                                         
<PAGE>
                          1992 NON-EMPLOYEE DIRECTORS'
                                STOCK OPTION PLAN

         1. Purpose of the Plan. This 1992 Non-Employee  Directors' Stock Option
Plan  adopted  on this 5th day of  February,  1992,  is  intended  to  encourage
directors of the Company who are not  officers and key  employees of the Company
or any of its  Subsidiaries  to acquire or increase  their  ownership  of common
stock of the  Company on  reasonable  terms.  The  opportunity  so  provided  is
intended  to foster in  participants  a strong  incentive  to put forth  maximum
effort for the continued success and growth of the Company and its Subsidiaries,
to aid in retaining  individuals  who put forth such  efforts,  and to assist in
attracting the best available individuals to the Company in the future.

         2.  Definitions.  When used herein,  the following terms shall have the
meaning set forth below:

         2.1      "Award"  means the right set forth in Section 5(a) of the Plan
                  to  purchase  Shares  and  the  corresponding  Option  granted
                  pursuant thereto, as well as the automatic Option set forth in
                  Section 5(b) of the Plan.

         2.2      "Board" means the Board of Directors of Comstock Bancorp.

         2.3      "Code" means the Internal  Revenue Code of 1986,  as in effect
                  at the time of reference,  or any successor revenue code which
                  may hereafter be adopted in lieu thereof, and reference to any
                  specific   provisions   of  the  Code   shall   refer  to  the
                  corresponding  provisions  of the Code as it may  hereafter be
                  amended or replaced.

         2.4      "Committee"  means the Stock Option  Committee of the Board or
                  any other committee appointed by the Board who are invested by
                  the Board with  responsibility  for the  administration of the
                  Plan and whose members meet the  requirements  for eligibility
                  to serve as set forth in  Section  240.16b-3  (as  defined  in
                  Section 2.11 below) and in the Plan.

         2.5      "Company" means Comstock Bancorp.

         2.6      "Directors" means directors who serve on the Board and who are
                  not  officers  or key  employees  of the Company or any of its
                  Subsidiaries.

         2.7      "Fair Market Value" means with respect to the Shares, the fair
                  market value  determined by the Committee,  or the Board if no
                  Committee is appointed, in its discretion;  provided, however,
                  that if the Shares are traded on the over-the-counter  market,
                  Fair Market  Value means the mean between the high and the low
                  bid and asked  prices for the  Shares on the  over-the-counter
                  market on the last business day prior to the date on which the
                  value is to be determined  (or the next preceding day on which
                  sales  occur if there  were no sales on such  date);  provided
                  further,   however,   if  no  sales  have   occurred   in  the
                  over-the-counter market during the three week period preceding
                  the date on which value is to be determined, Fair Market Value
                  means the average of the mean between the high and the low bid
                  and asked prices for the Shares on the over-the-counter market
                  for the three (3) month period ending on the last business day
                  prior  to the  date on which  the  value is to be  determined;
                  provided  further,  however,  if the  Shares are traded on any
                  other established  securities market,  Fair Market Value means
                  the closing price of the Shares on the last business day prior
                  to the  date  on  which  the  value  is to be  determined,  as
                  reported  in the Wall Street  Journal or such other  source of
                  quotation  for,  or reports  of trading  of, the Shares as the
                  Board may reasonably select from time to time.

         2.8      "Option"  means the  right to  purchase  the  number of Shares
                  specified  by the  Committee,  or the Board if no Committee is
                  appointed,  at a price and for a term fixed by the  Committee,
                  or the Board if no Committee is appointed,  in accordance with
                  the  Plan,   and  subject  to  such  other   limitations   and
                  restrictions  as the Plan and the  Committee or the Board,  as
                  the case may be, impose.

         2.9      "Option  Agreement" means a written  agreement in such form as
                  may  be,  from  time  to  time,   hereafter  approved  by  the
                  Committee,  or the Board if no Committee is  appointed,  which
                  shall be  duly  executed by  the Company and the  Director and
                  which sets  forth  the  terms  and  conditions  of  an  Option
                  under the Plan.
<PAGE>
         2.10     "Plan" means  the Company's 1992 Non-Employee Directors' Stock
                  Option Plan.

         2.11     "Section   240.16b-3"  means  Rule  16b-3  of  the  rules  and
                  regulations  of  the   Securities   and  Exchange   Commission
                  promulgated under the Securities  Exchange Act of 1934, or any
                  successor  rules or regulations  that may hereafter be adopted
                  in lieu of Rule 16b-3.

         2.12     "Shares"  means  shares of the Company  $.01 par value  common
                  stock or, if by reason of the adjustment  provisions contained
                  herein,  any rights  under an Award under the Plan  pertain to
                  any other security, such other security.

         2.13     "Subsidiary"  or  "Subsidiaries"   means  any  corporation  or
                  corporations  other than the Company in an  unbroken  chain of
                  corporations  beginning  with  the  Company  if  each  of  the
                  corporations  other than the last  corporation in the unbroken
                  chain owns stock possessing fifty percent (50%) or more of the
                  total combined  voting power of all classes of stock in one of
                  the other corporations in such chain.

         2.14     "Successor" means the legal  representative of the estate of a
                  deceased  Director or the person or persons who shall  acquire
                  the  right to  exercise  or  receive  an Award by  bequest  or
                  inheritance or by reason of the death of the Director.

         2.15     "Term" means the period during which a particular Award may be
                  exercised.

         3. Stock Subject to the Plan.  There will be reserved for use, upon the
exercise of Awards to be granted from time to time under the Plan,  an aggregate
of 270,000  Shares,  which Shares may be, in whole or in part as the Board shall
from time to time determine,  authorized but unissued  Shares,  or issued Shares
that have been  reacquired by the Company.  Any Shares  subject to issuance upon
exercise of the right set forth in Section  5(a) of the Plan to purchase  Shares
or upon  exercise  of Options but which are not issued  because of a  surrender,
lapse,  expiration or termination of any such right to purchase Shares or of any
such Option prior to issuance of the Shares  shall once again be  available  for
issuance in satisfaction of Awards.

         4.  Administration  of the Plan. The Board shall appoint the Committee,
which shall consist solely of two (2) or more  Non-Employee  Directors,  as that
term is defined in Section 240.16b-3;  provided,  however, if the Board fails to
appoint a Committee, the Board shall be invested with the responsibility for the
administration  of  the  Plan.  Subject  to the  provisions  of  the  Plan,  the
Committee, or the Board if no Committee is appointed, shall have full authority,
in its  discretion,  to interpret the Plan, to prescribe,  amend,  and,  rescind
rules and  regulations  relating to the Plan,  and  generally to  interpret  and
determine any and all matters  whatsoever  relating to the administration of the
Plan and the  granting  of Awards  hereunder.  The Board may,  from time to time
appoint members to the Committee in  substitution  for or in addition to members
previously  appointed and may fill vacancies,  however caused, in the Committee.
The Committee shall select one of its members as its Chairman and shall hold its
meetings at such times and places as it shall deem advisable.  A majority of its
members shall constitute a quorum. Any action of the Committee may be taken by a
written  instrument signed by all of the members,  and any action so taken shall
be fully as  effective  as if it had been taken by a vote of a  majority  of the
members at a meeting duly called and held.  The Committee  shall make such rules
and  regulations  for the conduct of its business as it shall deem advisable and
shall  appoint a Secretary who shall keep minutes of its meetings and records of
all action taken in writing without a meeting.  No member of the Committee shall
be liable,  in the absence of bad faith, for any act or omission with respect to
his service on the Committee.

         5. Grant of Right to Purchase Shares and  Corresponding  Option. At the
Board meeting immediately  following the Annual Meeting of the Shareholders each
year:

         (a)      each Director shall be permitted to purchase,  from the Shares
                  available  under  the  Plan,  up to 5,500  Shares  at the Fair
                  Market Value on that date, and

         (b)      each Director shall be granted on such date,  without  further
                  action by the Board or the  Committee,  an Option to  purchase
                  2,200 Shares,

                                        2
<PAGE>
provided  he was a  Director  for at least  three  (3) full  months  during  the
preceding fiscal year and provided he has not been an employee or officer of the
Company or any of its affiliates (as such term is defined in Section  240.16b-3)
nor has  been  eligible  to  receive  any  award  of  stock,  options,  or stock
appreciation  rights  under  any  other  benefit  plan  of  the  Company  or its
affiliates (as such term is defined in Section 240.16b-3) during the twelve (12)
months  preceding such date. For each Share that the Director elects to purchase
pursuant to Section 5(a) of the Plan, the Director  shall receive an Option,  on
the same date,  to  purchase an  equivalent  number of Shares at the same price.
Notwithstanding the foregoing, during the term of the Plan, no Director shall be
granted  rights to purchase  Shares and Options to purchase  Shares which in the
aggregate  equal more than One Hundred Ten Thousand  (110,000)  Shares under the
Plan  and if the  number  of  Shares  available  to  grant  under  the Plan on a
scheduled date of grant is insufficient to make all automatic grants required to
be made  pursuant to the Plan on such date,  then each eligible  Director  shall
receive  the right to  purchase  Shares and a  corresponding  Option to purchase
Shares  pursuant to Section 5(a) of the Plan and the Option  pursuant to Section
5(b) of the Plan equal, in the aggregate,  to a pro rata number of the remaining
Shares  available  under  the  Plan;  provided  further,  however,  that if such
proration results in fractional  Shares,  then such right to purchase Shares and
such Options shall be rounded down to the nearest number of whole Shares.

         6.       Stock Option Provisions.

         6.1      Option Price. The option price per share of any Option granted
                  under the Plan  shall be the Fair  Market  Value of the Shares
                  covered by the Option on the date the Option is granted.

         6.2      Terms  of  Options.   Options   granted   hereunder  shall  be
                  exercisable  for a Term of not more than ten (10)  years  from
                  the date of grant thereof.

         6.3      Termination of Directorship. In the event a Director ceases to
                  be a member  of the  Board  (other  than by reason of death or
                  disability), an Option may be exercised by the Director at any
                  time within three (3) months after he ceases to be a member of
                  the Board,  but not beyond the Term of the  Option;  provided,
                  however, that anything in this Plan or in any Option Agreement
                  heretofore   or   hereafter   entered  into  to  the  contrary
                  notwithstanding,  the Committee shall have full authority,  in
                  its discretion,  to amend or waive this condition and to allow
                  exercise of an Option after three (3) months from cessation of
                  service as a Director,  but in no event beyond the Term of the
                  Option.

         6.4      Death or Disability of Director. If a Director dies or becomes
                  disabled  while he is a member of the Board,  an Option may be
                  exercised by his Successor,  in the event of death,  or by him
                  or his  personal  representative,  as the case may be,  in the
                  event of  disability,  at any time  within  one year  after he
                  ceases to be a member of the Board on account of such death or
                  disability, but not beyond the Term of the Option.

         7. Exercise of Rights Under Awards. A Director  entitled to exercise an
Award to  purchase  Shares  pursuant  to Section  5(a) of this Plan may do so by
delivery at the Board meeting  immediately  following  the Annual  Shareholders'
Meeting of a written notice to that effect specifying the number of Shares to be
purchased on such date and any other information the Committee,  or the Board if
no Committee is appointed,  may  prescribe.  A Director  entitled to exercise an
Option may do so by delivery of a written  notice to that effect  specifying the
number of Shares  with  respect to which the Option is being  exercised  and any
other information the Committee, or the Board if no Committee is appointed,  may
prescribe.  Any such  notice  shall be  accompanied  by  payment  in full of the
purchase price of any Shares to be purchased,  which payment may be made in cash
or in Shares  which have been held at least six (6) months by such  Director and
which are valued at Fair Market  Value at the time of exercise or a  combination
thereof. No Shares shall be issued upon exercise of an Option until full payment
has been made  therefor.  All notices or requests  provided  for herein shall be
delivered to the Chief Executive Officer of the Company.

         8. Award Terms and  Conditions.  Each Award or each  agreement  setting
forth an Award shall contain such other terms and  conditions  not  inconsistent
herewith as shall be approved by the Board or by the Committee.

         9. Rights of Award Holder. The holder of an Award shall not have any of
the rights of a  stockholder  with respect to the Shares  subject to purchase or
receipt under his Award,  except to the extent that one or more certificates for
such Shares shall be delivered to him upon the due exercise of the Award.

                                        3
<PAGE>
         10.  Nontransferability  of Awards. An Award shall not be transferable,
other than:  (a) by will or the laws of descent and  distribution,  and an Award
may be exercised, during the lifetime of the holder of the Award, only by him or
in the  event of  death,  his  Successor,  or in the  event of  disability,  his
personal representative, or (b) pursuant to a qualified domestic relation order,
as defined in the Code or the Employee Retirement Income Security Act (ERISA) or
the rules thereunder.

         11. Adjustments Upon Changes in Capitalization. In the event of changes
in all of the  outstanding  Shares by reason of stock  dividends,  stock splits,
recapitalizations,   mergers,  consolidations,  combinations,  or  exchanges  of
shares, separations,  reorganizations or liquidations,  or similar events or, in
the event of  extraordinary  cash  dividends  being declared with respect to the
Shares, or similar transactions,  the number and class of Shares available under
the Plan in the  aggregate,  the  number  and class of Shares  subject to Awards
theretofore  granted,  applicable  purchase  prices  and  all  other  applicable
provisions,  shall, subject to the provisions of the Plan, be equitably adjusted
by the Committee,  or the Board if no Committee is appointed  (which  adjustment
may,  but need not,  include  payment to the holder of an Option,  in cash or in
Shares,  in an amount  equal to the  difference  between the price at which such
Award may be  exercised  and the then  current  fair market  value of the Shares
subject to such Award as equitably  determined by the Committee or the Board, as
the case may be). The foregoing  adjustment and the manner of application of the
foregoing  provisions  shall be determined by the Committee or the Board, as the
case may be, in its sole  discretion.  Any such  adjustment  may provide for the
elimination of any fractional  Share which might otherwise  become subject to an
Award.

         12. Unusual Corporate Events. Notwithstanding anything to the contrary,
in  the  case  of an  unusual  corporate  event  such  as  liquidation,  merger,
reorganization  (other than a reorganization as defined by Section  368(a)(1)(F)
of the  Code),  or other  business  combination,  acquisition  or  change in the
control of the Company  through a tender offer or otherwise,  each Award granted
under the Plan shall  terminate  ninety (90) days after the  occurrence  of such
unusual corporate event.

         13. Forms of Options.  An Award shall be granted  hereunder on the date
or dates specified in the Plan. Whenever the Plan provides for the receipt of an
Award by a Director,  the Chief Executive Officer of the Company,  or such other
person as the Committee or the Board,  as the case may be, shall appoint,  shall
forthwith send notice thereof to the Director,  in such form as the Committee or
the  Board,  as the case may be,  shall  approve,  stating  the number of Shares
subject to Award,  its Term,  and the other terms and  conditions  thereof.  The
notice shall be  accompanied  by a written  Award  Agreement in such form as may
from time to time  hereafter be approved by the  Committee or the Board,  as the
case may be, which shall have been duly executed by or on behalf of the Company.
Execution by the Director to whom such Award is granted of said Award  Agreement
in accordance  with the  provisions  set forth in this Plan shall be a condition
precedent to the exercise of any Award.

         14.      Taxes.

         14.1     Right to Withhold  Required Taxes.  The Company shall have the
                  right to require a person  entitled to receive Shares pursuant
                  to the  exercise of an Award under the Plan to pay the Company
                  the  amount  of any  taxes  which  the  Company  is or will be
                  required  to  withhold,  if any,  with  respect to such Shares
                  before the certificate  for such Shares is delivered  pursuant
                  to the Award.  Furthermore,  the  Company  may elect to deduct
                  such taxes from any other  amounts  then payable in cash or in
                  shares or from any other amounts  payable any time  thereafter
                  in cash to the Director.

         14.2     Director  Election to Withhold  Shares. A Director may satisfy
                  his  withholding  tax  liability,  if any, with respect to the
                  exercise of an Option,  by having the Company  withhold shares
                  otherwise  issuable  upon  exercise  of  the  Option  if  such
                  Director  makes an  election to do so that  satisfies  Section
                  240.16b-3."

         15.  Termination of the Plan.  The Plan shall  terminate ten (10) years
from the date  hereof,  and an Award  shall not be granted  under the Plan after
that date  although  the terms of any Awards may be amended at any date prior to
the end of its Term in accordance  with the Plan. Any Awards  outstanding at the
time of  termination  of the  Plan  shall  continue  in full  force  and  effect
according to the terms and conditions of the Award and this Plan.

         16. Amendment of the Plan. The Plan may be amended at any time and from
time to  time  by the  Board,  but no  amendment  without  the  approval  of the
stockholders of the Company shall be made if stockholder  approval under Section
422 of the Code (or any  successor  provision)  or  Section  240.16b-3  would be
required.

                                        4
<PAGE>
Notwithstanding the discretionary  authority granted to the Committee in Section
4 of the Plan,  no  amendment  of the Plan or any Award  granted  under the Plan
shall  impair any of the rights of any holder,  without his  consent,  under any
Award theretofore granted under the Plan.

         17. Delivery of Shares on Exercise. Delivery of certificates for Shares
pursuant to an Award exercise may be postponed by the Company for such period as
may be required for it with  reasonable  diligence to comply with any applicable
requirements  of  any  federal,   state  or  local  law  or  regulation  or  any
administrative  or  quasi-administrative  requirement  applicable  to the  sale,
issuance,  distribution or delivery of such Shares. The Committee,  or the Board
if no Committee is appointed, may, in its sole discretion, require a Director to
furnish the Company with appropriate  representations  and a written  investment
letter prior to the exercise of an Award or the delivery of any Shares  pursuant
to an Award.

         18. Fees and Costs.  The Company shall pay all original  issue taxes on
the exercise of any Award granted under the Plan and all other fees and expenses
necessarily incurred by the Company in connection therewith.

         19.  Effectiveness  of the Plan.  The Plan shall become  effective when
approved by the Board.  The Plan shall  thereafter be submitted to the Company's
stockholders  for  approval  and unless the Plan is approved by the  affirmative
votes of the  holders  of shares  having a majority  of the voting  power of all
shares  represented at a meeting duly held in accordance  with Nevada law within
twelve (12) months  after being  approved by the Board,  the Plan and all Awards
made under it shall be void and of no force and effect.

         20.  Other  Provisions.  As used in the Plan,  and in Awards  and other
documents  prepared in implementation  of the Plan,  references to the masculine
pronoun  shall be deemed to refer to the feminine or neuter,  and  references in
the  singular or the plural  shall refer to the plural or the  singular,  as the
identity  of the person or persons or entity or entities  being  referred to may
require.  The captions  used in the Plan and in such Awards and other  documents
prepared in  implementation  of the Plan are for convenience  only and shall not
affect the meaning of any provision hereof or thereof.

                                        5
<PAGE>



                                   EXHIBIT 4.3


                                        

<PAGE>
                                 AWARD AGREEMENT
                          (Non-Qualified Stock Option)

         This Award Agreement is made as of the day of , 199 , between  COMSTOCK
BANCORP,  a Nevada  corporation  (hereinafter  called  the  "Company")  and , an
employee of the Company or one or more of its Subsidiaries  (hereinafter  called
the "Employee").

         WHEREAS, the  Company has heretofore adopted  the 1992  Incentive  Plan
(the "Plan"), as amended; and

         WHEREAS,  it is a  requirement  of the Plan that an award  agreement be
executed to evidence the NonQualified  Stock Option (the "Award") granted to the
Employee;

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth and for other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:

         1. Grant of Award.  The Company hereby grants to the Employee the right
and option  (hereinafter  called the "Option") to purchase all or any part of an
aggregate  of ( ) shares of the Common  Stock,  $.01 par value,  of the  Company
("Shares")  (such number being  subject to adjustment as set forth herein and in
the Plan) on the terms and conditions set forth herein and in the Plan.

         2. Type of Option.  The Option granted under this Award  Agreement is a
Non-Qualified  Stock  Option  and shall not be  treated  by the  Company  or the
Employee as an Incentive Stock Option for federal income tax purposes.

         3.  Purchase Price.  The  option  price of  the Shares covered  by  the
Option is $     per Share.                                  

         4. Term of Award.  The Award shall  expire Ten (10) years from the date
of grant,  subject to earlier  termination as hereinafter  provided,  and may be
exercised in whole or in part at any time by the Employee.

         5.       Exercise of Award.

                  (a) In order to  exercise  the  Award,  the  person or persons
         entitled to exercise it shall deliver to the Chief Executive Officer of
         the Company written notice of the number of full Shares with respect to
         which  the  Award  is to be  exercised.  Unless  the  Company,  in  its
         discretion,  establishes  "cashless  exercise"  procedures  pursuant to
         Section 12.2 of the Plan, and unless the Committee,  in its discretion,
         permits the person or persons entitled to exercise the Award to utilize
         such "cashless exercise" procedures, the notice shall be accompanied by
         payment in full for any Shares being  purchased.  Such payment shall be
         in cash, or, upon approval of the Committee,  by certificates of Shares
         held for more than six (6) months,  duly  endorsed  in blank,  equal in
         value to the  purchase  price of the  Shares to be  purchased  based on
         their Fair Market Value on the date of exercise,  or, upon  approval of
         the  Committee,  by a  combination  of cash and Shares.  No  fractional
         Shares shall be issued.

                  (b) No Shares shall be issued until full payment  therefor has
         been made,  and Employee shall have none of the rights of a stockholder
         in respect of such Shares until they are so issued.

         6.       DELETED

         7.  Nontransferability.  The Award shall not be transferable other than
by:  (a) will or the laws of  descent  and  distribution,  and the  Award may be
exercised,  during the lifetime of the Employee,  only by him or in the event of
death,   his   Successor,   or  in  the  event  of   disability,   his  personal
representative,  or (b)  pursuant to a qualified  domestic  relation  order,  as
defined in the Code or the Employee Retirement Income Security Act (ERISA).

         8.  Termination of Employment.  In the event that the employment of the
Employee shall be terminated  (otherwise than by reason of death,  disability or
retirement),  the Award may be  exercised by the Employee (to the extent that he
shall have been entitled to do so at the  termination of his or her  employment)

                                        1
<PAGE>
at any time within three (3) months after such  termination,  unless extended at
the sole discretion of the Committee,  but not beyond the original term thereof.
So long as the Employee  shall  continue to be an employee of the Company or one
or more of its  Subsidiaries,  the Award  shall not be affected by any change of
duties or  position.  Nothing  in this Award  Agreement  shall  confer  upon the
Employee  any  right to  continue  in the  employ of the  Company  or any of its
Subsidiaries  or  interfere in any way with the right of the Company or any such
Subsidiary to terminate his employment at any time. Anything herein contained to
the contrary notwithstanding,  in the event of any termination of the Employee's
employment for cause, the Award, to the extent not theretofore exercised,  shall
forthwith terminate.

         9.  Death of  Employee.  If the  Employee  shall  die while he shall be
employed by the Company or one or more of its  Subsidiaries  or within three (3)
months after the  termination of his  employment,  the Award may be exercised in
full by his Successor,  at any time within one (1) year after his death,  unless
extended at the sole  discretion of the  Committee,  but not beyond the original
term of the Award.

         10.  Disability of Employee.  If the  employment of the Employee  shall
terminate  on  account of his having  become  "disabled",  as defined in Section
22(e)(3) of the Code,  the Award may be exercised in full at the  termination of
his employment on account of his becoming  disabled,  at any time within one (1)
year  after the date on which his  employment  terminated,  but not  beyond  the
original term of the Award.

         11.  Retirement of Employee.  If the  employment of the Employee  shall
terminate by reason of retirement  entitling the Employee to benefits  under the
provisions  of any  retirement  plan of the Company or a Subsidiary in which the
Employee  participates  (or  if no  such  plan  then  exists,  at or  after  age
sixty-five  (65), or age 55 with 10 year of service to the  Company),  the Award
may be exercised in full at any time within one year after the date on which his
employment terminated,  unless extended at the sole discretion of the Committee,
but not beyond the original term of the Award.

         12.      Taxes.

                  (a) The Company  shall have the right to require the  Employee
         or any other person entitled to receive Shares pursuant to the exercise
         of an Award  under the Plan to pay the  Company the amount of any taxes
         which the  Company is or will be  required to  withhold,  if any,  with
         respect to such  Shares  before  the  certificates  for such  Shares is
         delivered pursuant to the Award. Furthermore,  the Company may elect to
         deduct  such taxes from any other  amounts  then  payable in cash or in
         shares or from any other amounts payable any time thereafter in cash to
         the Employee.

                  (b) If  the  Employee  is  subject  to  Section  16(b)  of the
         Securities  and  Exchange  Act of  1934,  as  amended,  on the  date of
         exercise, he may satisfy his tax liability with respect to the exercise
         of an Option by having the Company withhold Shares  otherwise  issuable
         upon exercise of the Option, if the Employee makes an election to do so
         which satisfies the requirements of Rule 16b-3.

         13. Changes in Capital Structure. In the event of changes in all of the
outstanding    Shares   by   reason   of   stock   dividends,    stock   splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations,  reorganizations,  or  liquidations,  or similar events,  or in the
event of extraordinary cash dividends being declared with respect to the Shares,
or similar  transactions,  the  number and class of Shares  subject to the Award
hereby granted,  applicable purchase prices and all other applicable provisions,
shall,  subject to the  provisions  of the Plan,  be  equitably  adjusted by the
Committee (which  adjustment may, but need not, include payment to the Employee,
in cash or in Shares, in an amount equal to the difference  between the price at
which the Award may be  exercised  and the then fair market  value of the Shares
subject to such Award, as equitably determined by the Committee).  The foregoing
adjustment and the manner of application  of the foregoing  provisions  shall be
determined  by the Committee in its sole  discretion.  Any such  adjustment  may
provide for the elimination of any fractional Share which might otherwise become
subject to this Award.

         14.  Securities Law Compliance.  The Award may not be exercised and the
delivery of  certificates  for Shares pursuant to the exercise of this Award may
be  postponed  by the Company  for such  period as may be  required  for it with
reasonable diligence to comply with any applicable  requirements of any federal,
state or local law or regulation or any  administrative or  quasi-administrative
requirement  applicable to the sale, issuance,  distribution or delivery of such
Shares.  The  Committee  may, in its sole  discretion,  require the  Employee to
furnish the Company with appropriate  representations  and a written  investment
letter  prior to the  exercise  of the  Award  and the  delivery  of any  Shares
pursuant to the Award.

                                       2
<PAGE>
         15.  Incorporation  of Provisions of the Plan. All of the provisions of
the Plan and any  amendments  thereto,  pursuant to which this Award is granted,
are hereby  incorporated by reference and made as part hereof as if specifically
set forth herein, and to the extent of any conflict between this Award Agreement
and the terms  contained in the aforesaid  Plan, the Plan shall control.  To the
extent any capitalized terms are not otherwise  defined herein,  they shall have
the meaning set forth in the Plan.

         IN WITNESS  WHEREOF,  the Company has caused this Award Agreement to be
duly executed by its officers  thereunto duly  authorized,  and the Employee has
hereunto set his hand, all on the day and year first above written.

                                            COMSTOCK BANCORP


                                            By:_________________________________


                                            ------------------------------------
                                                     Employee

                                        3
<PAGE>



                                   EXHIBIT 4.4


                                         

<PAGE>
                                 AWARD AGREEMENT
                          (Non-Qualified Stock Option)

         This Award Agreement is made as of the___day of________ , 199 , between
COMSTOCK BANCORP,  a Nevada corporation  (hereinafter  called the "Company") and
________________, a director of the Company (hereinafter called the "Director").

         WHEREAS,  the Company  has  heretofore  adopted  the 1992  Non-Employee
Directors' Stock Option Plan (the "Plan"); and

         WHEREAS,  it is a  requirement  of the Plan that an award  agreement be
executed to evidence the Stock Option (the "Award") granted to the Director;

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth and for other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:

         1. Grant of Award.  The Company hereby grants to the Director the right
and option  (hereinafter  called the "Option") to purchase all or any part of an
aggregate  of ________________  shares  of the  Common  Stock,  $.01 par  value,
of the Company  ("Shares") (such number being subject to adjustment as set forth
herein and in the Plan) on the terms and  conditions set forth herein and in the
Plan.

         2. Purchase Price. The option price of the Shares covered by the Option
is $____ per Share.
                 

         3.  Term of Award.  The term of the Award  shall be for a period of ten
(10) years from the date hereof,  subject to earlier  termination as hereinafter
provided, and may be exercised in whole or in part at any time by the Director.

         4.       Exercise of Award.

                  (a) In order to  exercise  the  Award,  the  person or persons
         entitled to exercise it shall deliver to the Chief Executive Officer of
         the Company written notice of the number of full Shares with respect to
         which  the  Award  is to be  exercised.  Unless  the  Company,  in  its
         discretion,  establishes  "cashless  exercise"  procedures,  the notice
         shall be accompanied by payment in full for any Shares being purchased.
         Such payment  shall be in cash, or by  certificates  of Shares held for
         more than six (6) months, duly endorsed in blank, equal in value to the
         purchase price of the Shares to be purchased based on their Fair Market
         Value on the date of exercise,  or by a combination of cash and Shares.
         No fractional Shares shall be issued.

                  (b) No Shares shall be issued until full payment  therefor has
         been  made,  and  the  Director  shall  have  none of the  rights  of a
         stockholder in respect of such Shares until they are so issued.

                  (c) Notwithstanding anything to the contrary contained herein,
         if the  exercise of this Option  results in ownership of 25% or more of
         the outstanding  Shares,  then this Option may not be exercised without
         the prior consent of the appropriate regulatory authorities, including,
         but not limited  to, the Federal  Deposit  Insurance  Corporation,  the
         Federal  Reserve,  and  the  State  of  Nevada  Financial  Institutions
         Division.

         5.  Nontransferability.  The Award shall not be transferable other than
by:  (a) will or the laws of  descent  and  distribution,  and the  Award may be
exercised,  during the lifetime of the Director,  only by him or in the event of
death,   his   Successor,   or  in  the  event  of   disability,   his  personal
representative,  or (b)  pursuant to a qualified  domestic  relation  order,  as
defined in the Code or the Employee Retirement Income Security Act (ERISA).

         6. Termination of Directorship.  In the event the Director ceases to be
a member of the Board  (otherwise  than by reason of death or  disability),  the
Award may be exercised by the Director at any time within three (3) months after
he ceases to be a member of the Board, but not beyond the original term thereof;
provided,  however,  that  the  Committee,  or  the  Board  if no  Committee  is
appointed, may, in its sole discretion, amend or waive this condition  and allow
exercise  of the Award after  three (3) months  from  cessation  of service as a
Director, but in no event beyond the Award's term.

<PAGE>
         7. Death of Director. If the Director dies or becomes disabled while he
is a member of the Board,  the Award may be exercised by his  Successor,  in the
event of death, or by him or his personal representative, as the case may be, in
the event of disability, at any time within one (1) year after he ceases to be a
member of the Board on account of such death or  disability,  but not beyond the
original term of the Award.

         8. Changes in Capital Structure.  In the event of changes in all of the
outstanding    Shares   by   reason   of   stock   dividends,    stock   splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations,  reorganizations,  or  liquidations,  or similar events,  or in the
event of extraordinary cash dividends being declared with respect to the Shares,
or similar  transactions,  the  number and class of Shares  subject to the Award
hereby granted,  applicable purchase prices and all other applicable provisions,
shall,  subject to the  provisions  of the Plan,  be  equitably  adjusted by the
Committee,  or the Board if no Committee is appointed (which adjustment may, but
need not,  include payment to the Director,  in cash or in Shares,  in an amount
equal to the  difference  between the price at which the Award may be  exercised
and the then fair market value of the Shares subject to such Award, as equitably
determined  by the  Committee or the Board,  as the case may be). The  foregoing
adjustment and the manner of application  of the foregoing  provisions  shall be
determined  by the  Committee  or the  Board,  as the case  may be,  in its sole
discretion.  Any  such  adjustment  may  provide  for  the  elimination  of  any
fractional Share which might otherwise become subject to this Award.

         9.  Securities Law  Compliance.  The Award may not be exercised and the
delivery of  certificates  for Shares pursuant to the exercise of this Award may
be  postponed  by the Company  for such  period as may be  required  for it with
reasonable diligence to comply with any applicable  requirements of any federal,
state or local law or regulation or any  administrative or  quasi-administrative
requirement  applicable to the sale, issuance,  distribution or delivery of such
Shares.  The Committee,  or the Board if no Committee is appointed,  may, in its
sole  discretion,  require the Director to furnish the Company with  appropriate
representations  and a written  investment  letter  prior to the exercise of the
Award and the delivery of any Shares pursuant to the Award.

         10.  Incorporation  of Provisions of the Plan. All of the provisions of
the Plan,  pursuant to which this Award is granted,  are hereby  incorporated by
reference and made as part hereof as if  specifically  set forth herein,  and to
the extent of any conflict  between this Award Agreement and the terms contained
in the aforesaid  Plan,  the Plan shall control.  To the extent any  capitalized
terms are not otherwise defined herein, they shall have the meaning set forth in
the Plan.

         IN WITNESS  WHEREOF,  the Company has caused this Award Agreement to be
duly executed by its officers  thereunto duly  authorized,  and the Director has
hereunto set his hand, all on the day and year first above written.

                                            COMSTOCK BANCORP


                                            By:_________________________________


                                            ------------------------------------
                                                     Director

                                        2
<PAGE>



                                   EXHIBIT 5.1


                                         

<PAGE>
April 3, 1998

Board of Directors
Comstock Bancorp
6275 Neil Road
P.O. Box 7610
Reno, Nevada  89510-7610

Gentlemen:

         Comstock Bancorp, a Nevada corporation (the "Company"), intends to file
with the  Securities  and Exchange  Commission  under the Securities Act of 1933
Post-Effective  Amendment No. 1 to the Registration  Statement on Form S-8 (File
No.  333-31897) (as so amended,  the  "Registration  Statement") with respect to
1,270,000  shares (the "Shares") of the Company's  common stock,  par value $.01
per share (the  "Common  Stock"),  to be issued  from time to time  pursuant  to
Comstock   Bancorp's  1992  Incentive  Plan  (the  "Incentive  Plan")  and  1992
Non-Employee  Directors' Stock Option Plan ("the Directors' Plan").  Capitalized
terms  not  defined  in this  letter  have  the  meanings  given  to them in the
Registration Statement.

         You have requested our opinion in connection with the Company's  filing
of the Registration Statement.  In this connection,  we have examined and relied
upon originals or copies,  certified or otherwise identified to our satisfaction
as being true copies,  of all such records of the Company,  all such agreements,
certificates  of officers of the Company and others,  and such other  documents,
certificates  and  corporate or other  records as we have deemed  necessary as a
basis for the opinions  expressed in this letter,  including without  limitation
the Company's Articles of Incorporation and the Registration Statement.

         In our examination,  we have assumed the genuineness of all signatures,
the legal capacity of all natural  persons,  the  authenticity  of all documents
submitted to us as originals and the conformity to authentic  original documents
of all documents submitted to us as certified or photostatic copies.

         We have investigated such questions of law for the purpose of rendering
the opinions in this letter as we have deemed  necessary.  We express no opinion
in this letter concerning any law other than the General  Corporation Law of the
State of Nevada.

         We have  assumed the Company  will remain in good  standing as a Nevada
corporation  at all times when  shares of Common  Stock are issued  pursuant  to
terms of the Incentive Plan and the Directors' Plan.

         On the basis of and in reliance on the foregoing, we are of the opinion
that:

(1)      The Shares of the Common Stock to be issued  pursuant to the  Incentive
         Plan and the  Directors'  Plan,  respectively,  when and if  issued  in
         accordance  with the  terms of the  Incentive  Plan and the  Directors'
         Plan,   respectively,   will  be   legally   issued,   fully  paid  and
         nonassessable.

(2)      The Shares of the Common Stock issued  pursuant to the  Incentive  Plan
         and the Directors' Plan, respectively, have been legally issued and are
         fully paid and nonassessable.

         The  opinion  in  this  letter  is  rendered  only  to the  Company  in
connection  with the  filing of the  Registration  Statement.  We consent to the
filing of this letter as an exhibit to the Registration  Statement.  The opinion
may not be relied upon by the Company for any other purpose. This letter may not
be paraphrased,  quoted or summarized, nor may it be duplicated or reproduced in
part.

         Sincerely,


         /s/ GRADY & ASSOCIATES

<PAGE>



                                  EXHIBIT 23.2



                               

<PAGE>
                       CONSENT OF KAFOURY, ARMSTRONG & CO.


         We consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8,  Post-Effective  Amendment No. 1, of Comstock  Bancorp of
our report  dated  January 12,  1998,  which  report  expresses  an  unqualified
opinion,  appearing in the Annual Report on Form 10-KSB of Comstock  Bancorp for
the year ended December 31, 1997.


                                      /s/ KAFOURY, ARMSTRONG & CO.


Carson City, Nevada
March 25, 1998
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 COMSTOCK BANCORP", "secsgml_size_bytes": 94325}]
{"company-data": {"conformed-name": "COMSTOCK BANCORP", "cik": "0001035733", "assigned-sic": "6035", "irs-number": "860856406", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50977", "film-number": "98600843"}, "business-address": {"street1": "6275 NEIL RD", "city": "RENO", "state": "NV", "zip": "89511", "phone": "7028286477"}, "mail-address": {"street1": "6275 NEIL RD", "street2": "6275 NEIL RD", "city": "RENO", "state": "NV", "zip": "89511"}}
As filed with the Securities and Exchange Commission on April , 1998
                                                      Registration No. 333-31897

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                COMSTOCK BANCORP
             (Exact Name of Registrant as Specified in its Charter)

NEVADA                                                           86-0856406
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)
                                 6275 Neil Road
                                  P.O. Box 7610
                             Reno, Nevada 89510-7610
           (Address of Principal Executive Offices Including Zip Code)

                               1992 INCENTIVE PLAN
                                       AND
                 1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plans)

                                Robert N. Barone
                                Comstock Bancorp
                                 6275 Neil Road
                                  P.O. Box 7610
                             Reno, Nevada 89510-7610
                                 (702) 824-7100
           (Name and Address Including Zip Code; and Telephone Number,
                   Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title Of                                             Proposed                  Proposed
       Securities                                             Maximum                   Maximum
          To Be                  Amount To Be             Offering Price          Aggregate Offering             Amount Of
       Registered               Registered (1)             Per Share (3)                 Price               Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
     Common Stock,
    par value $.01           1,270,000 Shares (2)            Variable                 $4,624,900                $454.30 (3)
(1)      Consistent  with  Rule 416  under  the  Securities  Act of  1933,  this
         Registration  Statement also includes an indeterminate number of shares
         of Common Stock that may be issued under the  anti-dilution  provisions
         of the plans.
(2)      Includes   1,130,000  Shares  the  offering  of  which  was  previously
         registered  by  means  of the Form  S-8  Registration  Statement.  This
         Post-Effective Amendment No. 1 is being filed solely for the purpose of
         registering the offer and sale of an additional 140,000 Shares.
(3)      Estimated in accordance  with Rule 457(h) under the  Securities  Act of
         1933 solely for the purpose of calculating the registration fee, on the
         basis  of $11  per  share  for  the  additional  140,000  shares  being
         registered  herewith,  which per share price  represents  the last sale
         price of the Common Stock on March 31, 1998. The Registrant  previously
         paid $934.82 on or about July 23, 1997 with the original Form S-8 filed
         for the purpose of registering  the offer and sale of 1,130,000  Shares
         pursuant to the plans.  This  Post-Effective  Amendment  No. 1 is being
         filed  solely for the purpose of  registering  the offer and sale of an
         additional 140,000 Shares pursuant to the plans.
PURPOSE OF AMENDMENT

         The  purpose  of this  Post-Effective  Amendment  No.  1 is  solely  to
register  on Form S-8 the  offer  and sale of an  additional  140,000  shares of
Common  Stock,  par value  $.01 per share  (the  "Common  Stock"),  of  Comstock
Bancorp,  a  Nevada  corporation  (the  "Corporation"),  pursuant  to  the  1992
Incentive  Plan and the 1992 Non- Employee  Directors'  Stock Option Plan of the
Corporation.  The Corporation  previously registered on Form S-8 (No. 333-31897,
filed on or about July 23, 1997) the offer and sale of up to 1,130,000 shares of
Common  Stock  pursuant  to the 1992  Incentive  Plan and the 1992  Non-Employee
Directors' Stock Option Plan. The sole purpose of this Post-Effective  Amendment
No. 1 is to  register  the offer  and sale of an  additional  140,000  shares of
Common  Stock  pursuant  to the 1992  Incentive  Plan and the 1992  Non-Employee
Directors' Stock Option Plan.

         Consistent with General  Instruction E of Form S-8, the contents of the
Form S-8 Registration  Statement (No.  333-31897) are hereby incorporated herein
by this reference, except to the extent superseded hereby.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

         The  exhibits  filed  as  part of this  Registration  Statement  are as
follows:

(a)      List of Exhibits.

         Exhibit
           No.    Description

         *4.1     1992 Incentive Plan, as amended

         *4.2     1992 Non-Employee Directors' Stock Option Plan, as amended

         *4.3     Form of stock option agreement under the 1992 Incentive Plan

         *4.4     Form of stock  option agreement  under the  1992  Non-Employee
                  Directors' Stock Option Plan

         *5.1     Opinion of Grady & Associates re: legality

         *23.1    Consent of Grady & Associates (included in Exhibit 5.1)

         *23.2    Consent of Kafoury, Armstrong & Co.

          24      Power of Attorney (included as part of the original 
                  Registration Statement on Form S-8 (No. 333-31897) and
                  incorporated herein by this reference)

*        Filed herewith.
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,  Post-Effective  Amendment  No. 1, to be signed on its  behalf by the
undersigned, thereunto duly authorized, in the City of Reno, State of Nevada, on
this 3rd day of April, 1998.

         COMSTOCK BANCORP

         By:      /s/ Robert N. Barone
                  Robert N. Barone
                  Chairman of the Board of Directors, Chief
                  Executive Officer and Treasurer

         Pursuant  to the  requirements  of the  Securities  Act of 1933 and any
rules and regulations  promulgated  thereunder,  this Registration  Statement or
amendment  thereto,  has been signed by the following  persons in the capacities
and on the dates indicated.

Name                                           Title                   Date

/s/ Robert N. Barone                       Chairman of the         April 3, 1998
----------------------------------         Board of Directors,
Robert N. Barone                           Chief Executive Officer 
(principal executive, accounting           and Treasurer
and financial officer)

/s/ Larry Platz *                          Director, President     April 3, 1998
------------------------------------       and Secretary
Larry Platz

/s/ Edward E. Allison *                    Director                April 3, 1998
---------------------------------
Edward E. Allison

/s/ Stephen C. Benna *                     Director                April 3, 1998
---------------------------------
Stephen C. Benna

/s/ John A. Coombs *                       Director                April 3, 1998
--------------------------------
John A. Coombs

/s/ Michael W. Dyer *                      Director                April 3, 1998
--------------------------------
Michael W. Dyer

/s/ Mervyn J. Matorian *                   Director                April 3, 1998
---------------------------------
Mervyn J. Matorian

/s/ Samuel P. McMullen *                   Director                April 3, 1998
-------------------------------
Samuel P. McMullen

/s/ Ronald R. Zideck *                     Director                April 3, 1998
---------------------------------
Ronald R. Zideck

*        By Robert N. Barone, attorney-in-fact
EXHIBIT INDEX

         Exhibit
           No.    Description

         *4.1     1992 Incentive Plan, as amended

         *4.2     1992 Non-Employee Directors' Stock Option Plan, as amended

         *4.3     Form of stock option agreement under the 1992 Incentive Plan

         *4.4     Form of stock option agreement under the 1992 Non-Employee
                  Directors' Stock Option Plan

         *5.1     Opinion of Grady & Associates re: legality

         *23.1    Consent of Grady & Associates (included in Exhibit 5.1)

         *23.2    Consent of Kafoury, Armstrong & Co.

          24      Power of Attorney (included as part of the original 
                  Registration Statement on Form S-8 (No. 333-31897) and
                  incorporated herein by this reference)

*        Filed herewith.
EXHIBIT 4.1
1992 INCENTIVE PLAN

         1. Purpose of the Plan.  This 1992  Incentive  Plan adopted on this 5th
day of February,  1992,  is intended to encourage  officers and key employees of
the  Company and its  Subsidiaries  to acquire or increase  their  ownership  of
common stock of the Company on reasonable  terms. The opportunity so provided is
intended  to foster in  participants  a strong  incentive  to put forth  maximum
effort for the continued success and growth of the Company and its Subsidiaries,
to aid in retaining  individuals  who put forth such  efforts,  and to assist in
attracting the best available individuals to the Company and its Subsidiaries in
the future.

         2.  Definitions.  When used herein,  the following terms shall have the
meaning set forth below:

         2.1      "Award" means an Option, a  Restricted Stock  Award or a Stock
                  Bonus Award.

         2.2      "Award  Agreement"  means a written  agreement in such form as
                  may  be,  from  time  to  time,   hereafter  approved  by  the
                  Committee,  or the Board if no Committee is  appointed,  which
                  shall be duly  executed by the Company  and the  Employee  and
                  which sets forth the terms and  conditions  of an Award  under
                  the Plan.

         2.3      "Board" means the Board of Directors of Comstock Bancorp.

         2.4      "Code" means the Internal  Revenue Code of 1986,  as in effect
                  at the time of reference,  or any successor revenue code which
                  may hereafter be adopted in lieu thereof, and reference to any
                  specific   provisions   of  the  Code   shall   refer  to  the
                  corresponding  provisions  of the Code as it may  hereafter be
                  amended or replaced.

         2.5      "Committee"  means the Stock Option  Committee of the Board or
                  any other committee appointed by the Board who are invested by
                  the Board with  responsibility  for the  administration of the
                  Plan and whose members meet the  requirements  for eligibility
                  to serve as set forth in  Section  240.16b-3  (as  defined  in
                  Section 2.17 below) and in the Plan.

         2.6      "Company" means Comstock Bancorp.

         2.7      "Employees" means officers (including officers who are members
                  of the Board) and other key employees of the Company or any of
                  its Subsidiaries.

         2.8      "Fair Market Value" means with respect to the Shares, the fair
                  market value  determined by the Committee,  or the Board if no
                  Committee is appointed,  in its discretion;  provided however,
                  that if the Shares are traded on the over-the-counter  market,
                  Fair Market  Value means the mean between the high and the low
                  bid and asked  prices for the  Shares on the  over-the-counter
                  market on the last business day prior to the date on which the
                  value is to be determined  (or the next preceding day on which
                  sales occurred if there were no sales on such date);  provided
                  further,   however,   if  no  sales  have   occurred   on  the
                  over-the-counter market during the three week period preceding
                  the date on which value is to be determined  Fair Market Value
                  means the average of the mean between the high and the low bid
                  and asked prices for the Shares on the over-the-counter market
                  for the three (3) month period ending on the last business day
                  prior  to the  date on which  the  value is to be  determined;
                  provided  further,  however,  if the  Shares are traded on any
                  other established  securities market,  Fair Market Value means
                  the closing price of the Shares on the last business day prior
                  to the  date  on  which  the  value  is to be  determined,  as
                  reported  in the Wall Street  Journal or such other  source of
                  quotation  for,  or reports  of trading  of, the Shares as the
                  Board may reasonably select from time to time.

         2.9      "Incentive   Stock  Option"   means  an  Option   meeting  the
                  requirements  and containing the limitations and  restrictions
                  set forth in Section 422 of the Code.

         2.10     "Non-Qualified Stock  Option"  means an  Option  other than an
                   Incentive Stock Option.

         2.11     "Option"  means the  right to  purchase  the  number of Shares
                  specified  by the  Committee,  or the Board if no Committee is
                  appointed,  at a price and for a term fixed by the  Committee,
                  or the Board if no Committee is appointed,  in accordance with
                  the Plan, and subject to such other

                                                         1
limitations and  restrictions as the Plan and the Committee or
                  the Board,  as the case may be, impose,  as well as the right,
                  if any, to receive the cash  payments  specified in Section 10
                  of the Plan.

         2.12     "Parent"  means  any  corporation,  other  than  the  employer
                  corporation,  in an unbroken chain of corporations ending with
                  the  employer  corporation  if, at the time of the granting of
                  the Option,  each of the corporations  other than the employer
                  corporation  owns stock possessing fifty percent (50%) or more
                  of the total combined  voting power of all classes of stock in
                  one of the other corporations in such chain.

         2.13     "Plan" means the Company's 1992 Incentive Plan.

         2.14     "Regulation  T" means Part 220,  chapter  II,  title 12 of the
                  Code of Federal Regulations,  issued by the Board of Governors
                  of the Federal Reserve System pursuant to the Exchange Act, as
                  amended from time to time, or any successor  regulation  which
                  may hereafter be adopted in lieu thereof.

         2.15     "Restricted Stock Agreement" means an Award Agreement executed
                  in connection with a Restricted Stock Award.

         2.16     "Restricted  Stock Award"  means the right to receive  Shares,
                  but subject to forfeiture and/or other  restrictions set forth
                  in the related  Stock  Restriction  Agreement and the Plan, as
                  well as the  right,  if any,  to  receive  the  cash  payments
                  specified in Section 10 of the Plan.

         2.17     "Section   240.16b-3"  means  Rule  16b-3  of  the  rules  and
                  regulations  of  the   Securities   and  Exchange   Commission
                  promulgated under the Securities  Exchange Act of 1934, or any
                  successor  rules or regulations  that may hereafter be adopted
                  in lieu of Rule 16b-3.

         2.18     "Shares"  means  shares of the Company  $.01 par value  common
                  stock or, if by reason of the adjustment  provisions contained
                  herein,  any rights  under an Award under the Plan  pertain to
                  any other security, such other security.

         2.19     "Stock Bonus Award" means the right to receive Shares, without
                  payment except as otherwise provided in Section 9 of the Plan,
                  as well as the right,  if any,  to receive  the cash  payments
                  specified in Section 10 of the Plan.

         2.20     "Subsidiary"  or  "Subsidiaries"   means  any  corporation  or
                  corporations  other  than  the  employer   corporation  in  an
                  unbroken  chain of  corporations  beginning  with the employer
                  corporation  if each of the  corporations  other than the last
                  corporation in the unbroken chain owns stock  possessing fifty
                  percent  (50%) or more of the total  combined  voting power of
                  all classes of stock in one of the other  corporations in such
                  chain.

         2.21     "Successor" means the legal  representative of the estate of a
                  deceased  Employee or the person or persons who shall  acquire
                  the  right to  exercise  or  receive  an Award by  bequest  or
                  inheritance or by reason of the death of the Employee.

         2.22     "Term" means the period during  which a  particular  Award may
                  be exercised.

         3. Stock  Subject to the Plan.  There will be reserved for use upon the
exercise of Awards to be granted  from time to time under the Plan an  aggregate
of 1,000,000 Shares, which Shares may be, in whole or in part as the Board shall
from time to time determine,  authorized but unissued  Shares,  or issued Shares
that have been  reacquired by the Company.  Any Shares  subject to issuance upon
exercise  of Options  but which are not issued  because of a  surrender,  lapse,
expiration  or  termination  of any such Option  prior to issuance of the Shares
shall once again be available for issuance in satisfaction of Awards. Similarly,
any Shares issued  pursuant to a Restricted  Stock Award which are  subsequently
forfeited  pursuant to the terms of the related Restricted Stock Agreement shall
once again be available for issuance in satisfaction of Awards.

                                      -2-
4.  Administration  of the Plan. The Board shall appoint the Committee,
which shall consist solely of two (2) or more  Non-Employee  Directors,  as that
term is defined in Section 240.16b-3;  provided,  however, if the Board fails to
appoint a Committee, the Board shall be invested with the responsibility for the
administration  of  the  Plan.  Subject  to the  provisions  of  the  Plan,  the
Committee, or the Board if no Committee is appointed, shall have full authority,
in its  discretion,  to determine the Employees to whom Awards shall be granted,
the number of Shares to be covered by each of the  Awards,  and the terms of any
such Award;  to amend or cancel Awards  (subject to Section 21 of the Plan),  to
accelerate the vesting of Awards;  to require the  cancellation  or surrender of
any  previously  granted  options or other  awards  under this Plan or any other
plans of the Company as a condition  to the  granting of an Award,  to interpret
the Plan; and to prescribe,  amend, and, rescind rules and regulations  relating
to the Plan,  and  generally  to  interpret  and  determine  any and all matters
whatsoever relating to the administration of the Plan and the granting of Awards
hereunder.  The Board may, from time to time appoint members to the Committee in
substitution  for or in addition to members  previously  appointed  and may fill
vacancies,  however caused, in the Committee.  The Committee shall select one of
its members as its Chairman and shall hold its meetings at such times and places
as it shall deem advisable. A majority of its members shall constitute a quorum.
Any action of the Committee may be taken by a written  instrument  signed by all
of the members, and any action so taken shall be fully as effective as if it had
been taken by a vote of a majority of the  members at a meeting  duly called and
held. The Committee shall make such rules and regulations for the conduct of its
business as it shall deem advisable and shall appoint a Secretary who shall keep
minutes of its  meetings  and records of all action  taken in writing  without a
meeting.  No member of the  Committee  shall be  liable,  in the  absence of bad
faith, for any act or omission with respect to his service on the Committee.

         5.  Employees  to Whom Awards May Be Granted.  Awards may be granted in
each calendar year or portion thereof while the Plan is in effect to such of the
Employees as the  Committee,  or the Board if no Committee is appointed,  in its
discretion, shall determine.

         In  determining  the  Employees to whom Awards shall be granted and the
number of Shares to be subject to purchase under such Awards, the Committee,  or
the Board if no  Committee is  appointed,  shall take into account the duties of
the  respective  Employees,  their  present and potential  contributions  to the
success of the  Company  and its  subsidiaries,  and such  other  factors as the
Committee or the Board,  as the case may be, shall deem  relevant in  connection
with accomplishing the purposes of the Plan.

         No Award shall be granted to any member of the Committee so long as his
membership on the  Committee  continues or to any member of the Board who is not
also an officer or key employee of the Company or any Subsidiary.

         6.       Stock Options.

                  6.1 Types of Options.  Options  granted  under the Plan may be
         (i) Incentive Stock Options, (ii) Non-Qualified Stock Options, or (iii)
         a combination of the foregoing.  The Award  Agreement  shall  designate
         whether an Option is an Incentive Stock Option or a Non-Qualified Stock
         Option and separate Award  Agreements  shall be issued for each type of
         Option  when  a  combination  of  an  Incentive   Stock  Option  and  a
         Non-Qualified  Stock  Option  are  granted on the same date to the same
         Employee.  Any Option  which is  designated  as a  Non-Qualified  Stock
         Option  shall not be treated by the Company or the Employee to whom the
         Option is granted as an Incentive  Stock Option for Federal  income tax
         purposes.

                  6.2  Option  Price.   Unless   otherwise   determined  by  the
         Committee,  or the  Board if no  Committee  is  appointed,  in its sole
         discretion,  the  option  price  per share of any  Non-Qualified  Stock
         Option  granted  under the Plan shall not be less than the Fair  Market
         Value of the  Shares  covered  by the  Option on the date the Option is
         granted.  The  option  price per share of any  Incentive  Stock  Option
         granted  under the Plan shall not be less than the Fair Market Value of
         the Shares covered by the Option on the date the Option is granted.

                  Notwithstanding  anything herein to the contrary, in the event
         an Incentive  Stock  Option is granted to an Employee  who, at the time
         such Incentive Stock Option is granted, owns, as defined in Section 425
         of the Code,  stock possessing more than ten percent (10%) of the total
         combined voting power of all classes of stock of:

                           (i)      the Company; or

                           (ii)     if applicable, a Subsidiary; or

                                                         3
(iii)    if applicable, a Parent,

         then the option price per share of any Incentive  Stock Option  granted
         to such Employee  shall not be less than one hundred ten percent (110%)
         of the Fair  Market  Value of the  Shares  covered by the Option on the
         date the Option is granted.

                  6.3  Terms of  Options.  Options  granted  hereunder  shall be
         exercisable for a Term of not more than ten (10) years from the date of
         grant  thereof,   but  shall  be  subject  to  earlier  termination  as
         hereinafter  provided.  Each Award  Agreement  issued  hereunder  shall
         specify the term of the Option,  which Term shall be  determined by the
         Committee,  or the Board if no Committee is  appointed,  in  accordance
         with its discretionary authority hereunder.

                  Notwithstanding  anything herein to the contrary, in the event
         an Incentive  Stock  Option is granted to an Employee  who, at the time
         such Incentive Stock Option is granted, owns, as defined in Section 425
         of the Code,  stock possessing more than ten percent (10%) of the total
         combined voting power of all classes of stock of:

                           (i)      the Company; or

                           (ii)     if applicable, a Subsidiary; or

                           (iii)    if applicable, a Parent,

         then such  Incentive  Stock Option shall not be  exercisable  more than
         five (5) years from the date of grant thereof,  but shall be subject to
         earlier termination as hereinafter provided.

         7.  Limit on Fair  Market  Value of  Incentive  Stock  Options.  In any
calendar year, no Employee may be granted an Incentive Stock Option hereunder to
the extent that the  aggregate  fair market  value (such fair market value being
determined  as of the date of grant of the option in question) of the stock with
respect to which incentive  stock options are first  exercisable by any Employee
during  any  calendar  year  (under all such  plans of the  Employee's  employer
corporation,  its Parent, if any, and its Subsidiaries,  if any) exceeds the sum
of One Hundred  Thousand  Dollars  ($100,000).  For  purposes  of the  preceding
sentence,  options  shall be taken into  account in the order in which they were
granted.  Any Option granted under the Plan which is intended to be an Incentive
Stock  Option,  but which  exceeds the  limitation  set forth in this Section 7,
shall be a Non-Qualified Stock Option.

         8. Restricted  Stock Awards.  Restricted Stock Awards granted under the
Plan  shall be subject to such terms and  conditions  as the  Committee,  or the
Board  if  no  Committee  is  appointed,  may,  in  its  discretion,  determine.
Restricted  Stock Awards  issued under the Plan shall be evidenced by Restricted
Stock Agreements in such form as the Committee,  or the Board if no Committee is
appointed, may from time to time determine.

                  8.1 Receipt of Shares.  Each Restricted  Stock Agreement shall
         set forth the  number of Shares  issuable  under the  Restricted  Stock
         Award evidenced thereby.  Subject to the restrictions in Section 8.3 of
         the Plan and as set forth in the related  Restricted  Stock  Agreement,
         the number of Shares  granted  under a Restricted  Stock Award shall be
         issued to the recipient  Employee  thereof on the date of grant of such
         Restricted Stock Award or as soon as may be practicable thereafter.

                  8.2 Rights of Recipient Employees. Shares received pursuant to
         Restricted  Stock  Awards  shall be duly issued or  transferred  to the
         Employee,  and a certificate or  certificates  for such Shares shall be
         issued in the Employee's  name.  Subject to the restrictions in Section
         8.3 of the  Plan  and as set  forth  in the  related  Restricted  Stock
         Agreement,  the Employee shall thereupon be a stockholder  with respect
         to all the Shares  represented by such  certificate or certificates and
         shall have all the rights of a stockholder with respect to such Shares,
         including  the right to vote such Shares and to receive  dividends  and
         other  distributions  paid with respect to such Shares.  In aid of such
         restrictions,  certificates for Shares awarded hereunder, together with
         a suitably  executed  stock power  signed by each  recipient  Employee,
         shall be held by the  Company in its  control  for the  account of such
         Employee (i) until the restrictions  determined by the Committee or the
         Board if no Committee is appointed, in its discretion, and as set forth
         in the related  Restricted Stock Agreement,  lapse pursuant to the Plan
         or the Restricted Stock Agreement,  at which time a certificate for the
         appropriate  number of Shares (free of all restrictions  imposed by the
         Plan or the  Restricted  Stock  Agreement) shall  be  delivered  to the
         Employee, or (ii) until such Shares are forfeited  to the  Company  and
         cancelled as provided by the Plan or the Restricted Stock Agreement.

                                      -4-
8.3  Restrictions.  Except  as  otherwise  determined  by  the
         Committee,  or the  Board if no  Committee  is  appointed,  in its sole
         discretion,  each Share issued pursuant to a Restricted Stock Agreement
         shall be subject,  in addition to any other  restrictions  set forth in
         the related Restricted Stock Agreement,  to the following  restrictions
         until such  restrictions  have  lapsed  pursuant  to Section 8.4 of the
         Plan:

                           (a)  Disposition.  The Shares  awarded to an Employee
                  and held by the  Company  pursuant to Section 8.2 of the Plan,
                  and the right to vote such Shares or receive dividends on such
                  Shares,  may not be  sold,  exchanged,  transferred,  pledged,
                  hypothecated or otherwise disposed of.

                           (b)  Forfeiture.  The Shares  awarded to an  Employee
                  shall be forfeited to the Company  without  notice and without
                  consideration  therefor  immediately  upon the  termination of
                  Employee's  employment with the Company,  and all Subsidiaries
                  of the Company, for any reason.

                  8.4 Lapse of Restrictions.  Except as otherwise  determined by
         the Committee,  or the Board if no Committee is appointed,  in its sole
         discretion,  the  restrictions  set forth in Section 8.3 of the Plan on
         Shares  issued  under  a  Restricted   Stock  Award  shall  lapse,  and
         certificates  for the Shares  held for the  account of the  Employee in
         accordance  with Section 8.2 of the Plan hereof shall be  appropriately
         distributed to Employee as follows:

                           (a) After  one (1) year  from the date of grant,  the
                  restrictions  shall lapse as to not more than one-third  (1/3)
                  of the Shares originally awarded.

                           (b) After two (2) years  from the date of grant,  the
                  restrictions  shall lapse as to an  aggregate of not more than
                  two-thirds (2/3) of the Shares originally awarded.

                           (c) After three (3) years from the date of grant, the
                  restrictions  shall  lapse as to all of the Shares  originally
                  awarded.

         9. Stock Bonus Awards. Stock Bonus Awards may be granted under the Plan
with respect to Shares, and shall be granted,  subject to the provisions of this
Plan,  upon  such  terms and  conditions  as the  Committee,  or the Board if no
Committee  is  appointed,  may  determine.  The  Committee,  or the  Board if no
Committee is  appointed,  in its  discretion,  may require the Employees to whom
Stock  Bonus  Awards  are  granted  to pay the  Company  an amount  equal to the
aggregate par value of the Shares to be issued to such Employees. Subject to the
Employee delivering in cash or by check the amounts, if any, required to be paid
pursuant to this  Section 9 or pursuant to Section 19 of the Plan  (relating  to
taxes),  a certificate  or  certificates  for such Shares shall be issued in the
Employee's name as soon as reasonably  practicable  following the date of grant,
or if such  payments are  required,  following  the date of such  payments.  The
Company shall deliver such  certificate or  certificates to the Employee and the
Employee shall thereupon be a stockholder with respect to all Shares represented
by  such  certificate  or  certificates  and  shall  have  all the  rights  of a
stockholder with respect to such Shares.

         10.      [deleted by Amendment No. 2]

         11.  Date of  Grant.  The date of grant of an Award  granted  hereunder
shall  be the date on which  the  Committee,  or the  Board if no  Committee  is
appointed, acts in granting the Award.

         12.      Exercise of Rights Under Awards.

                  12.1 Notice of Exercise.  An Employee  entitled to exercise an
         Award  may  do so by  delivery  of a  written  notice  to  that  effect
         specifying  the  number of Shares  with  respect  to which the Award is
         being exercised and any other  information the Committee,  or the Board
         if no  Committee  is  appointed,  may  prescribe.  The notice  shall be
         accompanied  by payment in full of the purchase  price of any Shares to
         be  purchased,  which  payment  may  be  made  in  cash  or,  with  the
         Committee's  or the  Board's  approval,  as the case may be,  in Shares
         which have been held at least six (6) months by such Employee and which
         are  valued  at  Fair  Market  Value  at  the  time  of  exercise  or a
         combination  thereof. No  Shares  shall  be issued upon  exercise of an
         Option  until  full  payment  has  been  made  therefor. All notices or
         requests  provided for herein shall be delivered to the Chief Executive
         Officer of the Company.

                                      -5-
12.2 Cashless Exercise Procedures. The Committee, or the Board
         if no Committee is  appointed,  in its sole  discretion,  may establish
         procedures whereby an Employee,  subject to the requirements of Section
         240.16b-3,  Regulation T, federal  income tax laws,  and other federal,
         state and local tax and  securities  laws,  can exercise an Option or a
         portion  thereof without making a direct payment of the option price to
         the  Company.  If the  Committee  or the Board,  as the case may be, so
         elects to establish a cashless exercise  program,  the Committee or the
         Board, as the case may be, shall determine, in its sole discretion, and
         from time to time,  such  administrative  procedures and policies as it
         deems  appropriate and such procedures and policies shall be binding on
         any Employee wishing to utilize the cashless exercise program.

         13. Award Terms and  Conditions.  Each Award or each agreement  setting
forth an Award shall contain such other terms and  conditions  not  inconsistent
herewith as shall be approved by the Board or by the Committee.

         14. Rights of Award  Holder.  The holder of an Award shall not have any
of the rights of a stockholder with respect to the Shares subject to purchase or
receipt under his Award,  except to the extent that one or more certificates for
such  Shares  shall be  delivered  to him upon the due  exercise or grant of the
Award.

         15.  Nontransferability  of Awards. An Award shall not be transferable,
other than:  (a) by will or the laws of descent and  distribution,  and an Award
may be exercised, during the lifetime of the holder of the Award, only by him or
in the  event of  death,  his  Successor,  or in the  event of  disability,  his
personal representative, or (b) pursuant to a qualified domestic relation order,
as defined in the Code or the Employee Retirement Income Security Act (ERISA) or
the rules thereunder; provided, however, that Incentive Stock Options may not be
transferred pursuant to a qualified domestic relation order unless such transfer
is otherwise  permitted pursuant to the Code and regulations  thereunder without
affecting the Option's  qualification  under  Section 422 as an Incentive  Stock
Option.

         16. Adjustments Upon Changes in Capitalization. In the event of changes
in all of the  outstanding  Shares by reason of stock  dividends,  stock splits,
recapitalizations,   mergers,  consolidations,  combinations,  or  exchanges  of
shares, separations,  reorganizations or liquidations,  or similar events or, in
the event of  extraordinary  cash  dividends  being declared with respect to the
Shares, or similar transactions,  the number and class of Shares available under
the Plan in the  aggregate,  the  number  and class of Shares  subject to Awards
theretofore  granted,  applicable  purchase  prices  and  all  other  applicable
provisions,  shall, subject to the provisions of the Plan, be equitably adjusted
by the Committee,  or the Board if no Committee is appointed  (which  adjustment
may,  but need not,  include  payment to the holder of an Option,  in cash or in
Shares,  in an amount  equal to the  difference  between the price at which such
Award may be  exercised  and the then  current  fair market  value of the Shares
subject to such Award as equitably  determined by the Committee or the Board, as
the case may be). The foregoing  adjustment and the manner of application of the
foregoing  provisions  shall be determined by the Committee or the Board, as the
case may be, in its sole  discretion.  Any such  adjustment  may provide for the
elimination of any fractional  Share which might otherwise  become subject to an
Award.

         17. Unusual Corporate Events. Notwithstanding anything to the contrary,
in  the  case  of an  unusual  corporate  event  such  as  liquidation,  merger,
reorganization  (other than a reorganization as defined by Section  368(a)(1)(F)
of the  Code),  or other  business  combination,  acquisition  or  change in the
control of the Company  through a tender offer or  otherwise,  the Board may, in
its sole discretion, determine, on a case by case basis, that each Award granted
under the Plan shall  terminate  ninety (90) days after the  occurrence  of such
unusual corporate event, but, in the event of any such termination:

                  (a) An Option holder shall have the right, commencing at least
         five (5) days prior to such unusual  corporate event and subject to any
         other  limitation  on the exercises of such Award in effect on the date
         of exercise to immediately exercise any Options in full, without regard
         to any  vesting  limitations,  to the  extent  they shall not have been
         exercised, and

                  (b)  All   restrictions  on  Restricted   Stock  Awards  shall
         immediately lapse and certificates for the affected Shares and the cash
         payment  required  by Section  8.2 of the Plan (if any  payment is due)
         shall be appropriately distributed.

                                        6
18. Forms of Options.  Nothing contained in the Plan nor any resolution
adopted  or to be  adopted by the Board or by the  stockholders  of the  Company
shall constitute the granting of any Award. An Award shall be granted  hereunder
only  by  action  taken  by the  Committee,  or the  Board  if no  Committee  is
appointed,  in granting an Award.  Whenever the  Committee or the Board,  as the
case may be,  shall  designate  an  Employee  for the  receipt of an Award,  the
Secretary or the Chief Executive Officer of the Company, or such other person as
the Committee or the Board,  as the case may be, shall appoint,  shall forthwith
send notice thereof to the Employee, in such form as the Committee or the Board,
as the case may be,  shall  approve,  stating  the  number of Shares  subject to
Award, its Term, and the other terms and conditions thereof. The notice shall be
accompanied  by a written Award  Agreement in such form as may from time to time
hereafter be approved by the  Committee or the Board,  as the case may be, which
shall have been duly  executed by or on behalf of the Company.  If the surrender
of previously  issued Awards is made a condition of the grant,  the notice shall
set forth the pertinent details of such condition.  Execution by the Employee to
whom such  Award is  granted  of said Award  Agreement  in  accordance  with the
provisions set forth in this Plan shall be a condition precedent to the exercise
of any Award.

         19.      Taxes.

                  19.1 Right to Withhold  Required Taxes. The Company shall have
         the right to require a person  entitled to receive  Shares  pursuant to
         the  receipt  or an  exercise  of an  Award  under  the Plan to pay the
         Company  the  amount  of any  taxes  which  the  Company  is or will be
         required to withhold with respect to such Shares before the certificate
         for such Shares is delivered  pursuant to the Award.  Furthermore,  the
         Company  may elect to deduct  such  taxes from any other  amounts  then
         payable in cash or in shares or from any other amounts payable any time
         thereafter in cash to the Employee.  If the Employee disposes of Shares
         acquired  pursuant  to an  Incentive  Stock  Option in any  transaction
         considered to be a disqualifying transaction under Sections 421 and 422
         of the Code, the Employee shall notify the Company of such transfer and
         the Company shall have the right to deduct any taxes required by law to
         be withheld from any amounts  otherwise  payable in cash then or at any
         time thereafter to the Employee.

                  19.2  Employee   Election  to  Withhold  Shares.   Subject  to
         Committee approval, or Board approval if no Committee is appointed,  an
         Employee who is subject to Section 16(b) of the Securities and Exchange
         Act of 1934, as amended,  may satisfy his tax liability with respect to
         the  exercise  of an Option,  by having  the  Company  withhold  Shares
         otherwise  issuable upon exercise of the Option if such Employee  makes
         an  election  to do so which  satisfies  the  requirements  of  Section
         240.16b-3.

         20.  Termination of the Plan.  The Plan shall  terminate ten (10) years
from the date  hereof,  and an Award  shall not be granted  under the Plan after
that date  although  the terms of any Awards may be amended at any date prior to
the end of its Term in accordance  with the Plan. Any Awards  outstanding at the
time of  termination  of the  Plan  shall  continue  in full  force  and  effect
according to the terms and conditions of the Award and this Plan.

         21. Amendment of the Plan. The Plan may be amended at any time and from
time to  time  by the  Board,  but no  amendment  without  the  approval  of the
stockholders of the Company shall be made if stockholder  approval under Section
422 of the Code (or any  successor  provision)  or  Section  240.16b-3  would be
required.  Notwithstanding the discretionary  authority granted to the Committee
in Section 4 of the Plan,  no amendment of the Plan or any Award  granted  under
the Plan shall  impair any of the rights of any  holder,  without  his  consent,
under any Award theretofore granted under the Plan.

         22. Delivery of Shares on Exercise. Delivery of certificates for Shares
pursuant to an Award exercise may be postponed by the Company such period as may
be required  for it with  reasonable  diligence  to comply  with any  applicable
requirements  of  any  federal,   state  or  local  law  or  regulation  or  any
administrative  or  quasi-administrative  requirement  applicable  to the  sale,
issuance,  distribution or delivery of such Shares. The Committee,  or the Board
if no Committee is appointed,  may, in its sole discretion,  require an Employee
to furnish the Company with appropriate representations and a written investment
letter prior to the exercise of an Award or the delivery of any Shares  pursuant
to an Award.

         23. Fees and Costs.  The Company shall pay all original  issue taxes on
the exercise of any Award granted under the Plan and all other fees and expenses
necessarily incurred by the Company in connection therewith.

         24.  Effectiveness  of the Plan.  The Plan shall become  effective when
approved by the Board.  The Plan shall  thereafter be submitted to the Company's
stockholders for approval and  unless the  Plan is approved by  the  affirmative
votes  of the  holders of shares  having a  majority of the voting power  of all
shares represented at a meeting duly held in accordance  with  Nevada law within
twelve (12) months after being  approved by the Board,  the Plan and  all Awards
made under it shall be void and of no force and effect.

                                       7
25.  Other  Provisions.  As used in the Plan,  and in Awards  and other
documents  prepared in implementation  of the Plan,  references to the masculine
pronoun  shall be deemed to refer to the feminine or neuter,  and  references in
the  singular or the plural  shall refer to the plural or the  singular,  as the
identity  of the person or persons or entity or entities  being  referred to may
require.  The captions  used in the Plan and in such Awards and other  documents
prepared in  implementation  of the Plan are for convenience  only and shall not
affect the meaning of any provision hereof or thereof.

                                        8
EXHIBIT 4.2
1992 NON-EMPLOYEE DIRECTORS'
                                STOCK OPTION PLAN

         1. Purpose of the Plan. This 1992 Non-Employee  Directors' Stock Option
Plan  adopted  on this 5th day of  February,  1992,  is  intended  to  encourage
directors of the Company who are not  officers and key  employees of the Company
or any of its  Subsidiaries  to acquire or increase  their  ownership  of common
stock of the  Company on  reasonable  terms.  The  opportunity  so  provided  is
intended  to foster in  participants  a strong  incentive  to put forth  maximum
effort for the continued success and growth of the Company and its Subsidiaries,
to aid in retaining  individuals  who put forth such  efforts,  and to assist in
attracting the best available individuals to the Company in the future.

         2.  Definitions.  When used herein,  the following terms shall have the
meaning set forth below:

         2.1      "Award"  means the right set forth in Section 5(a) of the Plan
                  to  purchase  Shares  and  the  corresponding  Option  granted
                  pursuant thereto, as well as the automatic Option set forth in
                  Section 5(b) of the Plan.

         2.2      "Board" means the Board of Directors of Comstock Bancorp.

         2.3      "Code" means the Internal  Revenue Code of 1986,  as in effect
                  at the time of reference,  or any successor revenue code which
                  may hereafter be adopted in lieu thereof, and reference to any
                  specific   provisions   of  the  Code   shall   refer  to  the
                  corresponding  provisions  of the Code as it may  hereafter be
                  amended or replaced.

         2.4      "Committee"  means the Stock Option  Committee of the Board or
                  any other committee appointed by the Board who are invested by
                  the Board with  responsibility  for the  administration of the
                  Plan and whose members meet the  requirements  for eligibility
                  to serve as set forth in  Section  240.16b-3  (as  defined  in
                  Section 2.11 below) and in the Plan.

         2.5      "Company" means Comstock Bancorp.

         2.6      "Directors" means directors who serve on the Board and who are
                  not  officers  or key  employees  of the Company or any of its
                  Subsidiaries.

         2.7      "Fair Market Value" means with respect to the Shares, the fair
                  market value  determined by the Committee,  or the Board if no
                  Committee is appointed, in its discretion;  provided, however,
                  that if the Shares are traded on the over-the-counter  market,
                  Fair Market  Value means the mean between the high and the low
                  bid and asked  prices for the  Shares on the  over-the-counter
                  market on the last business day prior to the date on which the
                  value is to be determined  (or the next preceding day on which
                  sales  occur if there  were no sales on such  date);  provided
                  further,   however,   if  no  sales  have   occurred   in  the
                  over-the-counter market during the three week period preceding
                  the date on which value is to be determined, Fair Market Value
                  means the average of the mean between the high and the low bid
                  and asked prices for the Shares on the over-the-counter market
                  for the three (3) month period ending on the last business day
                  prior  to the  date on which  the  value is to be  determined;
                  provided  further,  however,  if the  Shares are traded on any
                  other established  securities market,  Fair Market Value means
                  the closing price of the Shares on the last business day prior
                  to the  date  on  which  the  value  is to be  determined,  as
                  reported  in the Wall Street  Journal or such other  source of
                  quotation  for,  or reports  of trading  of, the Shares as the
                  Board may reasonably select from time to time.

         2.8      "Option"  means the  right to  purchase  the  number of Shares
                  specified  by the  Committee,  or the Board if no Committee is
                  appointed,  at a price and for a term fixed by the  Committee,
                  or the Board if no Committee is appointed,  in accordance with
                  the  Plan,   and  subject  to  such  other   limitations   and
                  restrictions  as the Plan and the  Committee or the Board,  as
                  the case may be, impose.

         2.9      "Option  Agreement" means a written  agreement in such form as
                  may  be,  from  time  to  time,   hereafter  approved  by  the
                  Committee,  or the Board if no Committee is  appointed,  which
                  shall be  duly  executed by  the Company and the  Director and
                  which sets  forth  the  terms  and  conditions  of  an  Option
                  under the Plan.
2.10     "Plan" means  the Company's 1992 Non-Employee Directors' Stock
                  Option Plan.

         2.11     "Section   240.16b-3"  means  Rule  16b-3  of  the  rules  and
                  regulations  of  the   Securities   and  Exchange   Commission
                  promulgated under the Securities  Exchange Act of 1934, or any
                  successor  rules or regulations  that may hereafter be adopted
                  in lieu of Rule 16b-3.

         2.12     "Shares"  means  shares of the Company  $.01 par value  common
                  stock or, if by reason of the adjustment  provisions contained
                  herein,  any rights  under an Award under the Plan  pertain to
                  any other security, such other security.

         2.13     "Subsidiary"  or  "Subsidiaries"   means  any  corporation  or
                  corporations  other than the Company in an  unbroken  chain of
                  corporations  beginning  with  the  Company  if  each  of  the
                  corporations  other than the last  corporation in the unbroken
                  chain owns stock possessing fifty percent (50%) or more of the
                  total combined  voting power of all classes of stock in one of
                  the other corporations in such chain.

         2.14     "Successor" means the legal  representative of the estate of a
                  deceased  Director or the person or persons who shall  acquire
                  the  right to  exercise  or  receive  an Award by  bequest  or
                  inheritance or by reason of the death of the Director.

         2.15     "Term" means the period during which a particular Award may be
                  exercised.

         3. Stock Subject to the Plan.  There will be reserved for use, upon the
exercise of Awards to be granted from time to time under the Plan,  an aggregate
of 270,000  Shares,  which Shares may be, in whole or in part as the Board shall
from time to time determine,  authorized but unissued  Shares,  or issued Shares
that have been  reacquired by the Company.  Any Shares  subject to issuance upon
exercise of the right set forth in Section  5(a) of the Plan to purchase  Shares
or upon  exercise  of Options but which are not issued  because of a  surrender,
lapse,  expiration or termination of any such right to purchase Shares or of any
such Option prior to issuance of the Shares  shall once again be  available  for
issuance in satisfaction of Awards.

         4.  Administration  of the Plan. The Board shall appoint the Committee,
which shall consist solely of two (2) or more  Non-Employee  Directors,  as that
term is defined in Section 240.16b-3;  provided,  however, if the Board fails to
appoint a Committee, the Board shall be invested with the responsibility for the
administration  of  the  Plan.  Subject  to the  provisions  of  the  Plan,  the
Committee, or the Board if no Committee is appointed, shall have full authority,
in its  discretion,  to interpret the Plan, to prescribe,  amend,  and,  rescind
rules and  regulations  relating to the Plan,  and  generally to  interpret  and
determine any and all matters  whatsoever  relating to the administration of the
Plan and the  granting  of Awards  hereunder.  The Board may,  from time to time
appoint members to the Committee in  substitution  for or in addition to members
previously  appointed and may fill vacancies,  however caused, in the Committee.
The Committee shall select one of its members as its Chairman and shall hold its
meetings at such times and places as it shall deem advisable.  A majority of its
members shall constitute a quorum. Any action of the Committee may be taken by a
written  instrument signed by all of the members,  and any action so taken shall
be fully as  effective  as if it had been taken by a vote of a  majority  of the
members at a meeting duly called and held.  The Committee  shall make such rules
and  regulations  for the conduct of its business as it shall deem advisable and
shall  appoint a Secretary who shall keep minutes of its meetings and records of
all action taken in writing without a meeting.  No member of the Committee shall
be liable,  in the absence of bad faith, for any act or omission with respect to
his service on the Committee.

         5. Grant of Right to Purchase Shares and  Corresponding  Option. At the
Board meeting immediately  following the Annual Meeting of the Shareholders each
year:

         (a)      each Director shall be permitted to purchase,  from the Shares
                  available  under  the  Plan,  up to 5,500  Shares  at the Fair
                  Market Value on that date, and

         (b)      each Director shall be granted on such date,  without  further
                  action by the Board or the  Committee,  an Option to  purchase
                  2,200 Shares,

                                        2
provided  he was a  Director  for at least  three  (3) full  months  during  the
preceding fiscal year and provided he has not been an employee or officer of the
Company or any of its affiliates (as such term is defined in Section  240.16b-3)
nor has  been  eligible  to  receive  any  award  of  stock,  options,  or stock
appreciation  rights  under  any  other  benefit  plan  of  the  Company  or its
affiliates (as such term is defined in Section 240.16b-3) during the twelve (12)
months  preceding such date. For each Share that the Director elects to purchase
pursuant to Section 5(a) of the Plan, the Director  shall receive an Option,  on
the same date,  to  purchase an  equivalent  number of Shares at the same price.
Notwithstanding the foregoing, during the term of the Plan, no Director shall be
granted  rights to purchase  Shares and Options to purchase  Shares which in the
aggregate  equal more than One Hundred Ten Thousand  (110,000)  Shares under the
Plan  and if the  number  of  Shares  available  to  grant  under  the Plan on a
scheduled date of grant is insufficient to make all automatic grants required to
be made  pursuant to the Plan on such date,  then each eligible  Director  shall
receive  the right to  purchase  Shares and a  corresponding  Option to purchase
Shares  pursuant to Section 5(a) of the Plan and the Option  pursuant to Section
5(b) of the Plan equal, in the aggregate,  to a pro rata number of the remaining
Shares  available  under  the  Plan;  provided  further,  however,  that if such
proration results in fractional  Shares,  then such right to purchase Shares and
such Options shall be rounded down to the nearest number of whole Shares.

         6.       Stock Option Provisions.

         6.1      Option Price. The option price per share of any Option granted
                  under the Plan  shall be the Fair  Market  Value of the Shares
                  covered by the Option on the date the Option is granted.

         6.2      Terms  of  Options.   Options   granted   hereunder  shall  be
                  exercisable  for a Term of not more than ten (10)  years  from
                  the date of grant thereof.

         6.3      Termination of Directorship. In the event a Director ceases to
                  be a member  of the  Board  (other  than by reason of death or
                  disability), an Option may be exercised by the Director at any
                  time within three (3) months after he ceases to be a member of
                  the Board,  but not beyond the Term of the  Option;  provided,
                  however, that anything in this Plan or in any Option Agreement
                  heretofore   or   hereafter   entered  into  to  the  contrary
                  notwithstanding,  the Committee shall have full authority,  in
                  its discretion,  to amend or waive this condition and to allow
                  exercise of an Option after three (3) months from cessation of
                  service as a Director,  but in no event beyond the Term of the
                  Option.

         6.4      Death or Disability of Director. If a Director dies or becomes
                  disabled  while he is a member of the Board,  an Option may be
                  exercised by his Successor,  in the event of death,  or by him
                  or his  personal  representative,  as the case may be,  in the
                  event of  disability,  at any time  within  one year  after he
                  ceases to be a member of the Board on account of such death or
                  disability, but not beyond the Term of the Option.

         7. Exercise of Rights Under Awards. A Director  entitled to exercise an
Award to  purchase  Shares  pursuant  to Section  5(a) of this Plan may do so by
delivery at the Board meeting  immediately  following  the Annual  Shareholders'
Meeting of a written notice to that effect specifying the number of Shares to be
purchased on such date and any other information the Committee,  or the Board if
no Committee is appointed,  may  prescribe.  A Director  entitled to exercise an
Option may do so by delivery of a written  notice to that effect  specifying the
number of Shares  with  respect to which the Option is being  exercised  and any
other information the Committee, or the Board if no Committee is appointed,  may
prescribe.  Any such  notice  shall be  accompanied  by  payment  in full of the
purchase price of any Shares to be purchased,  which payment may be made in cash
or in Shares  which have been held at least six (6) months by such  Director and
which are valued at Fair Market  Value at the time of exercise or a  combination
thereof. No Shares shall be issued upon exercise of an Option until full payment
has been made  therefor.  All notices or requests  provided  for herein shall be
delivered to the Chief Executive Officer of the Company.

         8. Award Terms and  Conditions.  Each Award or each  agreement  setting
forth an Award shall contain such other terms and  conditions  not  inconsistent
herewith as shall be approved by the Board or by the Committee.

         9. Rights of Award Holder. The holder of an Award shall not have any of
the rights of a  stockholder  with respect to the Shares  subject to purchase or
receipt under his Award,  except to the extent that one or more certificates for
such Shares shall be delivered to him upon the due exercise of the Award.

                                        3
10.  Nontransferability  of Awards. An Award shall not be transferable,
other than:  (a) by will or the laws of descent and  distribution,  and an Award
may be exercised, during the lifetime of the holder of the Award, only by him or
in the  event of  death,  his  Successor,  or in the  event of  disability,  his
personal representative, or (b) pursuant to a qualified domestic relation order,
as defined in the Code or the Employee Retirement Income Security Act (ERISA) or
the rules thereunder.

         11. Adjustments Upon Changes in Capitalization. In the event of changes
in all of the  outstanding  Shares by reason of stock  dividends,  stock splits,
recapitalizations,   mergers,  consolidations,  combinations,  or  exchanges  of
shares, separations,  reorganizations or liquidations,  or similar events or, in
the event of  extraordinary  cash  dividends  being declared with respect to the
Shares, or similar transactions,  the number and class of Shares available under
the Plan in the  aggregate,  the  number  and class of Shares  subject to Awards
theretofore  granted,  applicable  purchase  prices  and  all  other  applicable
provisions,  shall, subject to the provisions of the Plan, be equitably adjusted
by the Committee,  or the Board if no Committee is appointed  (which  adjustment
may,  but need not,  include  payment to the holder of an Option,  in cash or in
Shares,  in an amount  equal to the  difference  between the price at which such
Award may be  exercised  and the then  current  fair market  value of the Shares
subject to such Award as equitably  determined by the Committee or the Board, as
the case may be). The foregoing  adjustment and the manner of application of the
foregoing  provisions  shall be determined by the Committee or the Board, as the
case may be, in its sole  discretion.  Any such  adjustment  may provide for the
elimination of any fractional  Share which might otherwise  become subject to an
Award.

         12. Unusual Corporate Events. Notwithstanding anything to the contrary,
in  the  case  of an  unusual  corporate  event  such  as  liquidation,  merger,
reorganization  (other than a reorganization as defined by Section  368(a)(1)(F)
of the  Code),  or other  business  combination,  acquisition  or  change in the
control of the Company  through a tender offer or otherwise,  each Award granted
under the Plan shall  terminate  ninety (90) days after the  occurrence  of such
unusual corporate event.

         13. Forms of Options.  An Award shall be granted  hereunder on the date
or dates specified in the Plan. Whenever the Plan provides for the receipt of an
Award by a Director,  the Chief Executive Officer of the Company,  or such other
person as the Committee or the Board,  as the case may be, shall appoint,  shall
forthwith send notice thereof to the Director,  in such form as the Committee or
the  Board,  as the case may be,  shall  approve,  stating  the number of Shares
subject to Award,  its Term,  and the other terms and  conditions  thereof.  The
notice shall be  accompanied  by a written  Award  Agreement in such form as may
from time to time  hereafter be approved by the  Committee or the Board,  as the
case may be, which shall have been duly executed by or on behalf of the Company.
Execution by the Director to whom such Award is granted of said Award  Agreement
in accordance  with the  provisions  set forth in this Plan shall be a condition
precedent to the exercise of any Award.

         14.      Taxes.

         14.1     Right to Withhold  Required Taxes.  The Company shall have the
                  right to require a person  entitled to receive Shares pursuant
                  to the  exercise of an Award under the Plan to pay the Company
                  the  amount  of any  taxes  which  the  Company  is or will be
                  required  to  withhold,  if any,  with  respect to such Shares
                  before the certificate  for such Shares is delivered  pursuant
                  to the Award.  Furthermore,  the  Company  may elect to deduct
                  such taxes from any other  amounts  then payable in cash or in
                  shares or from any other amounts  payable any time  thereafter
                  in cash to the Director.

         14.2     Director  Election to Withhold  Shares. A Director may satisfy
                  his  withholding  tax  liability,  if any, with respect to the
                  exercise of an Option,  by having the Company  withhold shares
                  otherwise  issuable  upon  exercise  of  the  Option  if  such
                  Director  makes an  election to do so that  satisfies  Section
                  240.16b-3."

         15.  Termination of the Plan.  The Plan shall  terminate ten (10) years
from the date  hereof,  and an Award  shall not be granted  under the Plan after
that date  although  the terms of any Awards may be amended at any date prior to
the end of its Term in accordance  with the Plan. Any Awards  outstanding at the
time of  termination  of the  Plan  shall  continue  in full  force  and  effect
according to the terms and conditions of the Award and this Plan.

         16. Amendment of the Plan. The Plan may be amended at any time and from
time to  time  by the  Board,  but no  amendment  without  the  approval  of the
stockholders of the Company shall be made if stockholder  approval under Section
422 of the Code (or any  successor  provision)  or  Section  240.16b-3  would be
required.

                                        4
Notwithstanding the discretionary  authority granted to the Committee in Section
4 of the Plan,  no  amendment  of the Plan or any Award  granted  under the Plan
shall  impair any of the rights of any holder,  without his  consent,  under any
Award theretofore granted under the Plan.

         17. Delivery of Shares on Exercise. Delivery of certificates for Shares
pursuant to an Award exercise may be postponed by the Company for such period as
may be required for it with  reasonable  diligence to comply with any applicable
requirements  of  any  federal,   state  or  local  law  or  regulation  or  any
administrative  or  quasi-administrative  requirement  applicable  to the  sale,
issuance,  distribution or delivery of such Shares. The Committee,  or the Board
if no Committee is appointed, may, in its sole discretion, require a Director to
furnish the Company with appropriate  representations  and a written  investment
letter prior to the exercise of an Award or the delivery of any Shares  pursuant
to an Award.

         18. Fees and Costs.  The Company shall pay all original  issue taxes on
the exercise of any Award granted under the Plan and all other fees and expenses
necessarily incurred by the Company in connection therewith.

         19.  Effectiveness  of the Plan.  The Plan shall become  effective when
approved by the Board.  The Plan shall  thereafter be submitted to the Company's
stockholders  for  approval  and unless the Plan is approved by the  affirmative
votes of the  holders  of shares  having a majority  of the voting  power of all
shares  represented at a meeting duly held in accordance  with Nevada law within
twelve (12) months  after being  approved by the Board,  the Plan and all Awards
made under it shall be void and of no force and effect.

         20.  Other  Provisions.  As used in the Plan,  and in Awards  and other
documents  prepared in implementation  of the Plan,  references to the masculine
pronoun  shall be deemed to refer to the feminine or neuter,  and  references in
the  singular or the plural  shall refer to the plural or the  singular,  as the
identity  of the person or persons or entity or entities  being  referred to may
require.  The captions  used in the Plan and in such Awards and other  documents
prepared in  implementation  of the Plan are for convenience  only and shall not
affect the meaning of any provision hereof or thereof.

                                        5
EXHIBIT 4.3
AWARD AGREEMENT
                          (Non-Qualified Stock Option)

         This Award Agreement is made as of the day of , 199 , between  COMSTOCK
BANCORP,  a Nevada  corporation  (hereinafter  called  the  "Company")  and , an
employee of the Company or one or more of its Subsidiaries  (hereinafter  called
the "Employee").

         WHEREAS, the  Company has heretofore adopted  the 1992  Incentive  Plan
(the "Plan"), as amended; and

         WHEREAS,  it is a  requirement  of the Plan that an award  agreement be
executed to evidence the NonQualified  Stock Option (the "Award") granted to the
Employee;

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth and for other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:

         1. Grant of Award.  The Company hereby grants to the Employee the right
and option  (hereinafter  called the "Option") to purchase all or any part of an
aggregate  of ( ) shares of the Common  Stock,  $.01 par value,  of the  Company
("Shares")  (such number being  subject to adjustment as set forth herein and in
the Plan) on the terms and conditions set forth herein and in the Plan.

         2. Type of Option.  The Option granted under this Award  Agreement is a
Non-Qualified  Stock  Option  and shall not be  treated  by the  Company  or the
Employee as an Incentive Stock Option for federal income tax purposes.

         3.  Purchase Price.  The  option  price of  the Shares covered  by  the
Option is $     per Share.                                  

         4. Term of Award.  The Award shall  expire Ten (10) years from the date
of grant,  subject to earlier  termination as hereinafter  provided,  and may be
exercised in whole or in part at any time by the Employee.

         5.       Exercise of Award.

                  (a) In order to  exercise  the  Award,  the  person or persons
         entitled to exercise it shall deliver to the Chief Executive Officer of
         the Company written notice of the number of full Shares with respect to
         which  the  Award  is to be  exercised.  Unless  the  Company,  in  its
         discretion,  establishes  "cashless  exercise"  procedures  pursuant to
         Section 12.2 of the Plan, and unless the Committee,  in its discretion,
         permits the person or persons entitled to exercise the Award to utilize
         such "cashless exercise" procedures, the notice shall be accompanied by
         payment in full for any Shares being  purchased.  Such payment shall be
         in cash, or, upon approval of the Committee,  by certificates of Shares
         held for more than six (6) months,  duly  endorsed  in blank,  equal in
         value to the  purchase  price of the  Shares to be  purchased  based on
         their Fair Market Value on the date of exercise,  or, upon  approval of
         the  Committee,  by a  combination  of cash and Shares.  No  fractional
         Shares shall be issued.

                  (b) No Shares shall be issued until full payment  therefor has
         been made,  and Employee shall have none of the rights of a stockholder
         in respect of such Shares until they are so issued.

         6.       DELETED

         7.  Nontransferability.  The Award shall not be transferable other than
by:  (a) will or the laws of  descent  and  distribution,  and the  Award may be
exercised,  during the lifetime of the Employee,  only by him or in the event of
death,   his   Successor,   or  in  the  event  of   disability,   his  personal
representative,  or (b)  pursuant to a qualified  domestic  relation  order,  as
defined in the Code or the Employee Retirement Income Security Act (ERISA).

         8.  Termination of Employment.  In the event that the employment of the
Employee shall be terminated  (otherwise than by reason of death,  disability or
retirement),  the Award may be  exercised by the Employee (to the extent that he
shall have been entitled to do so at the  termination of his or her  employment)

                                        1
at any time within three (3) months after such  termination,  unless extended at
the sole discretion of the Committee,  but not beyond the original term thereof.
So long as the Employee  shall  continue to be an employee of the Company or one
or more of its  Subsidiaries,  the Award  shall not be affected by any change of
duties or  position.  Nothing  in this Award  Agreement  shall  confer  upon the
Employee  any  right to  continue  in the  employ of the  Company  or any of its
Subsidiaries  or  interfere in any way with the right of the Company or any such
Subsidiary to terminate his employment at any time. Anything herein contained to
the contrary notwithstanding,  in the event of any termination of the Employee's
employment for cause, the Award, to the extent not theretofore exercised,  shall
forthwith terminate.

         9.  Death of  Employee.  If the  Employee  shall  die while he shall be
employed by the Company or one or more of its  Subsidiaries  or within three (3)
months after the  termination of his  employment,  the Award may be exercised in
full by his Successor,  at any time within one (1) year after his death,  unless
extended at the sole  discretion of the  Committee,  but not beyond the original
term of the Award.

         10.  Disability of Employee.  If the  employment of the Employee  shall
terminate  on  account of his having  become  "disabled",  as defined in Section
22(e)(3) of the Code,  the Award may be exercised in full at the  termination of
his employment on account of his becoming  disabled,  at any time within one (1)
year  after the date on which his  employment  terminated,  but not  beyond  the
original term of the Award.

         11.  Retirement of Employee.  If the  employment of the Employee  shall
terminate by reason of retirement  entitling the Employee to benefits  under the
provisions  of any  retirement  plan of the Company or a Subsidiary in which the
Employee  participates  (or  if no  such  plan  then  exists,  at or  after  age
sixty-five  (65), or age 55 with 10 year of service to the  Company),  the Award
may be exercised in full at any time within one year after the date on which his
employment terminated,  unless extended at the sole discretion of the Committee,
but not beyond the original term of the Award.

         12.      Taxes.

                  (a) The Company  shall have the right to require the  Employee
         or any other person entitled to receive Shares pursuant to the exercise
         of an Award  under the Plan to pay the  Company the amount of any taxes
         which the  Company is or will be  required to  withhold,  if any,  with
         respect to such  Shares  before  the  certificates  for such  Shares is
         delivered pursuant to the Award. Furthermore,  the Company may elect to
         deduct  such taxes from any other  amounts  then  payable in cash or in
         shares or from any other amounts payable any time thereafter in cash to
         the Employee.

                  (b) If  the  Employee  is  subject  to  Section  16(b)  of the
         Securities  and  Exchange  Act of  1934,  as  amended,  on the  date of
         exercise, he may satisfy his tax liability with respect to the exercise
         of an Option by having the Company withhold Shares  otherwise  issuable
         upon exercise of the Option, if the Employee makes an election to do so
         which satisfies the requirements of Rule 16b-3.

         13. Changes in Capital Structure. In the event of changes in all of the
outstanding    Shares   by   reason   of   stock   dividends,    stock   splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations,  reorganizations,  or  liquidations,  or similar events,  or in the
event of extraordinary cash dividends being declared with respect to the Shares,
or similar  transactions,  the  number and class of Shares  subject to the Award
hereby granted,  applicable purchase prices and all other applicable provisions,
shall,  subject to the  provisions  of the Plan,  be  equitably  adjusted by the
Committee (which  adjustment may, but need not, include payment to the Employee,
in cash or in Shares, in an amount equal to the difference  between the price at
which the Award may be  exercised  and the then fair market  value of the Shares
subject to such Award, as equitably determined by the Committee).  The foregoing
adjustment and the manner of application  of the foregoing  provisions  shall be
determined  by the Committee in its sole  discretion.  Any such  adjustment  may
provide for the elimination of any fractional Share which might otherwise become
subject to this Award.

         14.  Securities Law Compliance.  The Award may not be exercised and the
delivery of  certificates  for Shares pursuant to the exercise of this Award may
be  postponed  by the Company  for such  period as may be  required  for it with
reasonable diligence to comply with any applicable  requirements of any federal,
state or local law or regulation or any  administrative or  quasi-administrative
requirement  applicable to the sale, issuance,  distribution or delivery of such
Shares.  The  Committee  may, in its sole  discretion,  require the  Employee to
furnish the Company with appropriate  representations  and a written  investment
letter  prior to the  exercise  of the  Award  and the  delivery  of any  Shares
pursuant to the Award.

                                       2
15.  Incorporation  of Provisions of the Plan. All of the provisions of
the Plan and any  amendments  thereto,  pursuant to which this Award is granted,
are hereby  incorporated by reference and made as part hereof as if specifically
set forth herein, and to the extent of any conflict between this Award Agreement
and the terms  contained in the aforesaid  Plan, the Plan shall control.  To the
extent any capitalized terms are not otherwise  defined herein,  they shall have
the meaning set forth in the Plan.

         IN WITNESS  WHEREOF,  the Company has caused this Award Agreement to be
duly executed by its officers  thereunto duly  authorized,  and the Employee has
hereunto set his hand, all on the day and year first above written.

                                            COMSTOCK BANCORP

                                            By:_________________________________

                                            ------------------------------------
                                                     Employee

                                        3
EXHIBIT 4.4
AWARD AGREEMENT
                          (Non-Qualified Stock Option)

         This Award Agreement is made as of the___day of________ , 199 , between
COMSTOCK BANCORP,  a Nevada corporation  (hereinafter  called the "Company") and
________________, a director of the Company (hereinafter called the "Director").

         WHEREAS,  the Company  has  heretofore  adopted  the 1992  Non-Employee
Directors' Stock Option Plan (the "Plan"); and

         WHEREAS,  it is a  requirement  of the Plan that an award  agreement be
executed to evidence the Stock Option (the "Award") granted to the Director;

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth and for other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:

         1. Grant of Award.  The Company hereby grants to the Director the right
and option  (hereinafter  called the "Option") to purchase all or any part of an
aggregate  of ________________  shares  of the  Common  Stock,  $.01 par  value,
of the Company  ("Shares") (such number being subject to adjustment as set forth
herein and in the Plan) on the terms and  conditions set forth herein and in the
Plan.

         2. Purchase Price. The option price of the Shares covered by the Option
is $____ per Share.
                 

         3.  Term of Award.  The term of the Award  shall be for a period of ten
(10) years from the date hereof,  subject to earlier  termination as hereinafter
provided, and may be exercised in whole or in part at any time by the Director.

         4.       Exercise of Award.

                  (a) In order to  exercise  the  Award,  the  person or persons
         entitled to exercise it shall deliver to the Chief Executive Officer of
         the Company written notice of the number of full Shares with respect to
         which  the  Award  is to be  exercised.  Unless  the  Company,  in  its
         discretion,  establishes  "cashless  exercise"  procedures,  the notice
         shall be accompanied by payment in full for any Shares being purchased.
         Such payment  shall be in cash, or by  certificates  of Shares held for
         more than six (6) months, duly endorsed in blank, equal in value to the
         purchase price of the Shares to be purchased based on their Fair Market
         Value on the date of exercise,  or by a combination of cash and Shares.
         No fractional Shares shall be issued.

                  (b) No Shares shall be issued until full payment  therefor has
         been  made,  and  the  Director  shall  have  none of the  rights  of a
         stockholder in respect of such Shares until they are so issued.

                  (c) Notwithstanding anything to the contrary contained herein,
         if the  exercise of this Option  results in ownership of 25% or more of
         the outstanding  Shares,  then this Option may not be exercised without
         the prior consent of the appropriate regulatory authorities, including,
         but not limited  to, the Federal  Deposit  Insurance  Corporation,  the
         Federal  Reserve,  and  the  State  of  Nevada  Financial  Institutions
         Division.

         5.  Nontransferability.  The Award shall not be transferable other than
by:  (a) will or the laws of  descent  and  distribution,  and the  Award may be
exercised,  during the lifetime of the Director,  only by him or in the event of
death,   his   Successor,   or  in  the  event  of   disability,   his  personal
representative,  or (b)  pursuant to a qualified  domestic  relation  order,  as
defined in the Code or the Employee Retirement Income Security Act (ERISA).

         6. Termination of Directorship.  In the event the Director ceases to be
a member of the Board  (otherwise  than by reason of death or  disability),  the
Award may be exercised by the Director at any time within three (3) months after
he ceases to be a member of the Board, but not beyond the original term thereof;
provided,  however,  that  the  Committee,  or  the  Board  if no  Committee  is
appointed, may, in its sole discretion, amend or waive this condition  and allow
exercise  of the Award after  three (3) months  from  cessation  of service as a
Director, but in no event beyond the Award's term.
7. Death of Director. If the Director dies or becomes disabled while he
is a member of the Board,  the Award may be exercised by his  Successor,  in the
event of death, or by him or his personal representative, as the case may be, in
the event of disability, at any time within one (1) year after he ceases to be a
member of the Board on account of such death or  disability,  but not beyond the
original term of the Award.

         8. Changes in Capital Structure.  In the event of changes in all of the
outstanding    Shares   by   reason   of   stock   dividends,    stock   splits,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations,  reorganizations,  or  liquidations,  or similar events,  or in the
event of extraordinary cash dividends being declared with respect to the Shares,
or similar  transactions,  the  number and class of Shares  subject to the Award
hereby granted,  applicable purchase prices and all other applicable provisions,
shall,  subject to the  provisions  of the Plan,  be  equitably  adjusted by the
Committee,  or the Board if no Committee is appointed (which adjustment may, but
need not,  include payment to the Director,  in cash or in Shares,  in an amount
equal to the  difference  between the price at which the Award may be  exercised
and the then fair market value of the Shares subject to such Award, as equitably
determined  by the  Committee or the Board,  as the case may be). The  foregoing
adjustment and the manner of application  of the foregoing  provisions  shall be
determined  by the  Committee  or the  Board,  as the case  may be,  in its sole
discretion.  Any  such  adjustment  may  provide  for  the  elimination  of  any
fractional Share which might otherwise become subject to this Award.

         9.  Securities Law  Compliance.  The Award may not be exercised and the
delivery of  certificates  for Shares pursuant to the exercise of this Award may
be  postponed  by the Company  for such  period as may be  required  for it with
reasonable diligence to comply with any applicable  requirements of any federal,
state or local law or regulation or any  administrative or  quasi-administrative
requirement  applicable to the sale, issuance,  distribution or delivery of such
Shares.  The Committee,  or the Board if no Committee is appointed,  may, in its
sole  discretion,  require the Director to furnish the Company with  appropriate
representations  and a written  investment  letter  prior to the exercise of the
Award and the delivery of any Shares pursuant to the Award.

         10.  Incorporation  of Provisions of the Plan. All of the provisions of
the Plan,  pursuant to which this Award is granted,  are hereby  incorporated by
reference and made as part hereof as if  specifically  set forth herein,  and to
the extent of any conflict  between this Award Agreement and the terms contained
in the aforesaid  Plan,  the Plan shall control.  To the extent any  capitalized
terms are not otherwise defined herein, they shall have the meaning set forth in
the Plan.

         IN WITNESS  WHEREOF,  the Company has caused this Award Agreement to be
duly executed by its officers  thereunto duly  authorized,  and the Director has
hereunto set his hand, all on the day and year first above written.

                                            COMSTOCK BANCORP

                                            By:_________________________________

                                            ------------------------------------
                                                     Director

                                        2
EXHIBIT 5.1
April 3, 1998

Board of Directors
Comstock Bancorp
6275 Neil Road
P.O. Box 7610
Reno, Nevada  89510-7610

Gentlemen:

         Comstock Bancorp, a Nevada corporation (the "Company"), intends to file
with the  Securities  and Exchange  Commission  under the Securities Act of 1933
Post-Effective  Amendment No. 1 to the Registration  Statement on Form S-8 (File
No.  333-31897) (as so amended,  the  "Registration  Statement") with respect to
1,270,000  shares (the "Shares") of the Company's  common stock,  par value $.01
per share (the  "Common  Stock"),  to be issued  from time to time  pursuant  to
Comstock   Bancorp's  1992  Incentive  Plan  (the  "Incentive  Plan")  and  1992
Non-Employee  Directors' Stock Option Plan ("the Directors' Plan").  Capitalized
terms  not  defined  in this  letter  have  the  meanings  given  to them in the
Registration Statement.

         You have requested our opinion in connection with the Company's  filing
of the Registration Statement.  In this connection,  we have examined and relied
upon originals or copies,  certified or otherwise identified to our satisfaction
as being true copies,  of all such records of the Company,  all such agreements,
certificates  of officers of the Company and others,  and such other  documents,
certificates  and  corporate or other  records as we have deemed  necessary as a
basis for the opinions  expressed in this letter,  including without  limitation
the Company's Articles of Incorporation and the Registration Statement.

         In our examination,  we have assumed the genuineness of all signatures,
the legal capacity of all natural  persons,  the  authenticity  of all documents
submitted to us as originals and the conformity to authentic  original documents
of all documents submitted to us as certified or photostatic copies.

         We have investigated such questions of law for the purpose of rendering
the opinions in this letter as we have deemed  necessary.  We express no opinion
in this letter concerning any law other than the General  Corporation Law of the
State of Nevada.

         We have  assumed the Company  will remain in good  standing as a Nevada
corporation  at all times when  shares of Common  Stock are issued  pursuant  to
terms of the Incentive Plan and the Directors' Plan.

         On the basis of and in reliance on the foregoing, we are of the opinion
that:

(1)      The Shares of the Common Stock to be issued  pursuant to the  Incentive
         Plan and the  Directors'  Plan,  respectively,  when and if  issued  in
         accordance  with the  terms of the  Incentive  Plan and the  Directors'
         Plan,   respectively,   will  be   legally   issued,   fully  paid  and
         nonassessable.

(2)      The Shares of the Common Stock issued  pursuant to the  Incentive  Plan
         and the Directors' Plan, respectively, have been legally issued and are
         fully paid and nonassessable.

         The  opinion  in  this  letter  is  rendered  only  to the  Company  in
connection  with the  filing of the  Registration  Statement.  We consent to the
filing of this letter as an exhibit to the Registration  Statement.  The opinion
may not be relied upon by the Company for any other purpose. This letter may not
be paraphrased,  quoted or summarized, nor may it be duplicated or reproduced in
part.

         Sincerely,

         /s/ GRADY & ASSOCIATES
EXHIBIT 23.2
CONSENT OF KAFOURY, ARMSTRONG & CO.

         We consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8,  Post-Effective  Amendment No. 1, of Comstock  Bancorp of
our report  dated  January 12,  1998,  which  report  expresses  an  unqualified
opinion,  appearing in the Annual Report on Form 10-KSB of Comstock  Bancorp for
the year ended December 31, 1997.

                                      /s/ KAFOURY, ARMSTRONG & CO.

Carson City, Nevada
March 25, 1998