Registration No. 333-


     As filed with the Securities and Exchange Commission on July 16, 1997

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    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
                               Reno, Nevada 89511
                         (Address of Principal Executive
                           Offices Including Zip Code)
                                 ---------------

                      1992 INCENTIVE PLAN OF COMSTOCK BANK
               AND 1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                            (Full Title of the Plans)
                            -------------------------
                                                           Copy to:
Robert N. Barone                                      Michael J. Meaney
Comstock Bancorp                                      Benesch, Friedlander, 
6275 Neil Road                                        Coplan & Aronoff LLP    
Reno, Nevada  89511                                   2300 BP America Building
(702) 824-7100                                        200 Public Square
                                                      Cleveland, Ohio 44114-2378
                                                      (216) 363-4500

           (Name and Address Including Zip Code; and Telephone Number,
                   Including Area Code, of Agent for Service)
                                 ---------------
        Approximate date of commencement of proposed sale to the public:
 As soon as practicable after the effective date of this Registration Statement

        If the only securities  being  registered on this form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box:

        If any of the securities being registered on this form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest reinvestment plans, check the following box:

<TABLE>
<S>                               <C>              <C>                     <C>                       <C>    
                         CALCULATION OF REGISTRATION FEE
--------------------------------- ---------------- ----------------------- ------------------------- ---------------
   Title of Securities              Amount to be      Proposed Maximum         Proposed Maximum        Amount of
     to be Registered               Registered(1)    Offering Price per       Aggregate Offering      Registration
                                                          Share(2)                 Price(2)                Fee
================================= ================ ======================= ========================= ===============
Common Stock, $.01 par value         1,130,000            Variable               $3,084,900              $934.82
================================= ================ ======================= ========================= ===============
</TABLE>

     -----------------------
(1)  This  Registration  Statement  also  includes an  indeterminable  number of
     shares  of  Common  Stock  which  may be  issued  under  the  anti-dilution
     provisions of the plans.

(2)  Estimated in  accordance  with Rule 457 under the  Securities  Act of 1933,
     solely for the purpose of calculating the registration fee, on the basis of
     $2.73 per share,  which is the average price at which existing  options may
     be exercised.
<PAGE>
                                     PART I

REOFFER PROSPECTUS

                                1,130,000 Shares

                                COMSTOCK BANCORP

                                  Common Stock

         The shares of common stock, par value $.01 per share,("Common  Stock"),
of Comstock Bancorp, a Nevada bank holding corporation (the "Company"),  offered
pursuant to this  Prospectus  consist of 1,130,000  shares (the "Shares")  which
eventually  may be  offered  for sale by certain  holders  of Common  Stock (the
"Selling  Shareholders").  The Company has agreed to pay all of the  expenses of
this  Offering,  but will not receive any of the  proceeds  from the sale of the
Shares by the Selling  Shareholders.  See "Selling  Shareholders." All brokerage
commissions and other similar expenses incurred by the Selling Shareholders will
be borne by the  Selling  Shareholders.  The  aggregate  proceeds to the Selling
Shareholders  from  the sale of the  Shares  will be the  purchase  price of the
Shares sold, less the aggregate agents' commissions and underwriters' discounts,
if any,  and  other  expenses  of  issuance  and  distribution  not borne by the
Company. See "Use of Proceeds" and "Plan of Distribution."

         The Common  Stock is listed on the NASDAQ  Small Cap Stock Market under
the symbol  "LODE." On July 15, 1997,  the last reported bid price of the Common
Stock was $6.75 per share.

         The Selling Shareholders directly,  through agents designated from time
to time, or through dealers or underwriters also to be designated,  may sell the
Shares  from  time to time on terms to be  determined  at the time of sale.  The
Selling  Shareholders may sell the Shares in one or more transactions (which may
involve one or more block transactions) on the NASDAQ Small Cap Stock Market, in
sales  occurring  in  the  over-the-counter   market,  in  privately  negotiated
transactions,  or in a combination of such  transactions;  each sale may be made
either at market  prices  prevailing  at the time of such sale or at  negotiated
prices;  some or all of the Shares may be sold through  brokers acting on behalf
of the Selling  Shareholders  or to dealers for resale by such  dealers;  and in
connection with such sales, such brokers or dealers may receive  compensation in
the form of discounts,  fees or commissions from the Selling Shareholders and/or
the  purchasers of such Shares for whom they may act as broker or agent.  To the
extent  required,  the  specific  Shares to be sold,  the  names of the  Selling
Shareholders,  the purchase price,  the public offering price,  the names of any
such agents, dealers or underwriters and any applicable commissions or discounts
with  respect  to a  particular  offer  will  be set  forth  in an  accompanying
Prospectus Supplement.
<PAGE>
         The Selling Shareholders and any broker-dealers, agents or underwriters
that participate with the Selling Shareholders in the distribution of the Shares
may be deemed to be  "underwriters"  within the meaning of the Securities Act of
1933, as amended (the "1933 Act"), and any commissions  received by them and any
profit  on the  resale  of the  Shares  purchased  by them may be  deemed  to be
underwriting commissions or discounts under the 1933 Act.

         No  dealer,  salesman  or  other  person  is  authorized  to  give  any
information  or to make  any  representations  other  than  those  contained  or
incorporated  by  reference  in this  Prospectus  and,  if given  or made,  such
information or representation  must not be relied upon as having been authorized
by the Company or the Selling Shareholders, or any underwriter, dealer or agent.
This  Prospectus  and any  supplement  thereto shall not  constitute an offer to
sell, or the  solicitation  of an offer to buy, any of the Shares offered hereby
in any jurisdiction where, or to any person to whom, it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any  circumstances,  create an implication that there has
been no change in the affairs of the  Company  since the date hereof or thereof,
or that the information contained herein is correct as of any time subsequent to
the date hereof.


            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
            THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
                 OR ANY STATE SECURITIES COMMISSION NOR HAS THE
                  COMMISSION OR ANY STATE SECURITIES COMMISSION
                     PASSED UPON THE ACCURACY OR ADEQUACY OF
                     THIS PROSPECTUS. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL OFFENSE.





                  The date of this Prospectus is July 23, 1997.
<PAGE>
                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports and other information with the Commission. In
addition,  the Company  has filed with the  Commission  a Form S-8  registration
statement (the  "Registration  Statement") with respect to certain of the Shares
offered  hereby.  This Prospectus does not contain all the information set forth
in the Registration  Statement and the exhibits and schedules  relating thereto.
For further  information  with  respect to the  Company  and the Shares  offered
hereby,  reference is made to the  Registration  Statement  and the exhibits and
schedules  thereto,  and to the  reports  and other  information  filed with the
Commission.  Statements  contained in this  Prospectus as to the contents of any
contract or other document  referred to herein are not necessarily  complete and
reference  is made to the copy of such  contract or other  document  filed as an
exhibit to the  Registration  Statement of which this  Prospectus  forms a part,
each such  statement  being  qualified  in all respects by such  reference.  The
Registration Statement,  and the exhibits and schedules thereto, and reports and
other  information filed with the Commission may be inspected and copied (at the
prescribed  rates)  at  the  public  reference  facilities   maintained  by  the
Commission located at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the regional  offices of the Commission  located at 7 World Trade Center,
New York, New York 10048 and at 500 West Madison  Street,  Suite 1400,  Chicago,
Illinois  60661.  Copies  of such  material  can be  obtained  from  the  Public
Reference Section of the Commission,  450 Fifth Street, N.W., Washington,  D.C.,
20549  at  prescribed   rates.   The   Commission   also  maintains  a  Website,
http://www.sec.gov,  that contains reports, proxy and information statements and
other information submitted by registrants, including the Company.


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The  following  documents,  each  as  filed  by the  Company  with  the
Commission pursuant to the Exchange Act, are incorporated herein by reference:

          (1)Proxy Statement/Prospectus  contained in the Company's Registration
     Statement  on  Form  S-4,  filed  with  the   Commission   March  25,  1997
     (Registration  No.  333-23923),  as  amended  by  Amendment  No.  1 to  the
     Registration Statement on Form S-4 filed with the Commission April 14, 1997
     and as supplemented by  Post-Effective  Amendment No. 1 to the Registration
     Statement on Form S-4 filed with the Commission April 30, 1997; and
     
          (2)   Description   of  Common  Stock   contained  in  the   Company's
     Registration  Statement  on Form 8-A filed with the  Commision on April 16,
     1997.

         All  documents  concurrently  or  subsequently  filed  by  the  Company
pursuant to Sections  13(a),  13(c),  14 or 15(d) of the 1934 Act,  prior to the
termination of this Offering,  shall be deemed incorporated by reference in this
Prospectus and to be a part hereof from the respective  date of filing each such
document.  Any statement  contained in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.
<PAGE>
         The Company will provide,  without charge,  to each person to whom this
Prospectus is delivered,  on the request of such person,  a copy of any document
incorporated by reference herein (other than exhibits to such documents,  unless
they are  specifically  incorporated  by  reference  herein).  Requests for such
documents should be directed to Comstock  Bancorp,  6275 Neil Road, Reno, Nevada
89511, Attention Robert N. Barone, or made by telephone at (702) 824-7100.


                                   THE COMPANY

         The Company is a business  corporation  organized under the laws of the
State of Nevada on February  21,  1997 for the  purpose of becoming  the holding
company of Comstock Bank, a Nevada banking  corporation  (the "Bank").  The Bank
conducts  a general  banking  business,  including  the  acceptance  of  demand,
savings,  and  time  deposits  and  the  making  of  commercial,   real  estate,
installment and other term loans.  The Bank's deposit accounts are insured up to
the maximum legal limits by the Federal Deposit Insurance Corporation.  The Bank
is not a member  of the  Federal  Reserve  System,  having  determined  that the
advantages of membership,  which are largely available without  membership,  are
outweighed by the costs and  restrictions.  The Bank offers checking and savings
accounts,  certificates of deposit, money market and NOW accounts and commercial
real estate,  residential  real  estate,  residential  construction,  commercial
loans,  and installment  loans.  The Bank operates  Automated Teller Machines at
each deposit taking branch,  night depository  services,  and  bank-by-mail.  In
September,  1991,  the Bank began to issue its own Visa cards  through a program
sponsored by the Independent  Bankers' Association of America. The Bank opened a
fourth full service  branch  (including  ATM and night  depository) in February,
1997. A fifth full service  branch is under  construction  and is anticipated to
open in the late summer of 1997.

         The Bank  provides its range of services  primarily to  businesses  and
individuals in the northern  Nevada area and began lending in southern Nevada in
August,  1993.  Deposits  are gathered  primarily  from the Reno and Carson City
areas. However, the Bank's lending area extends throughout all parts of northern
Nevada including Reno, Sparks, Carson City, Minden/Gardnerville, Dayton, Incline
Village and other communities at Lake Tahoe.

         The  Company's  principal  executive  offices  are located at 6275 Neil
Road, Reno,  Nevada 89511  (telephone  (702) 824-7100),  which also serve as the
principal executive offices for the Bank.
<PAGE>
                                 USE OF PROCEEDS

         The  Shares   being   offered  are  for  the  account  of  the  Selling
Shareholders.  Accordingly,  the Company will receive none of the proceeds  from
the sale of the Shares.


                              SELLING SHAREHOLDERS

         The following table sets forth as of June 30, 1997, certain information
with  respect to each of the  Selling  Shareholders,  provided  by said  Selling
Shareholder,  including the name and position with the Company,  if any, of each
of the  Selling  Shareholders  and the  number of Shares  that may be offered by
each.  The number of Shares  which  actually  may be sold by each of the Selling
Shareholders  will be determined  from time to time by each Selling  Shareholder
and may depend upon a number of factors, including the price of the Common Stock
from time to time. Because each of the Selling  Shareholders may offer all, some
or none of the Shares that each holds, and because the offering  contemplated by
this  Prospectus  is not  being  underwritten  on a firm  commitment  basis,  no
estimate  can be given as to the  number of Shares  that will be held by each of
the Selling  Shareholders  upon or prior to termination of this offering.  It is
anticipated that the Selling Shareholders may eventually offer all of the Shares
for sale. See "Plan of Distribution."

     On June 30, 1997, there were 4,421,668 shares of Common Stock outstanding.
<PAGE>
<TABLE>
<S>                                     <C>                <C>                <C>                <C>   
======================================= ===================================== ======================================
    Name of Selling                     Number of Shares of Common Stock           Shares of Common Stock
Shareholder and Position                Owned or Deemed to be Owned by                Offered Hereby
                                              Selling Shareholder
======================================= ================== ================== ================== ===================
                 Name                        Shares           % of Class           Shares            % of Class
======================================= ================== ================== ================== ===================
Robert N. Barone, Chairman of the          358,818(1)            7.71%             272,250               5.85% 
Board of Directors, Chief Executive
Officer and Treasurer
--------------------------------------- ------------------ ------------------ ------------------ -------------------
Larry Platz, Director, President and       262,604(2)            5.64%             261,250               5.61%
Secretary
--------------------------------------- ------------------ ------------------ ------------------ -------------------
Edward Allison, Director                    17,530(3)              *                16,000                 *
--------------------------------------- ------------------ ------------------ ------------------ -------------------
Stephen Benna, Director                      5,400(4)                *               5,000                 *       
--------------------------------------- ------------------ ------------------ ------------------ -------------------
John Coombs, Director                       25,198(5)               *               19,400                 *  
--------------------------------------- ------------------ ------------------ ------------------ -------------------
Michael Dyer, Director                      68,374(6)            1.53%              59,594               1.33%
--------------------------------------- ------------------ ------------------ ------------------ -------------------
Mervyn Matorian, Director                   19,532(7)               *               17,400                 *
--------------------------------------- ------------------ ------------------ ------------------ -------------------
Samuel McMullen, Director                   11,590(8)               *               16,000                 *  
======================================= ================== ================== ================== ===================
</TABLE>

--------------------
*    Less than one percent (1%).

  
(1)  Includes  230,450 shares subject to currently  exercisable  options held by
     Mr.  Barone.  Does not include  options to purchase  41,250  shares of Bank
     Common Stock that do not become fully vested within the next 60 days.

(2)  Includes 230,450 shares subject to currently  exercisable options. Does not
     include  options to purchase 41,250 shares of Bank Common Stock that do not
     become fully vested within the next 60 days.

(3)  Includes 12,600 shares subject to currently exercisable options.

(4)  Includes 4,800 shares subject to currently exercisable options.

(5)  Includes 17,800 shares subject to currently exercisable options held by Dr.
     Coombs.

(6)  Includes 38,632 shares subject to currently exercisable options.

(7)  Includes 14,200 shares subject to currently exercisable options.

(8)  Includes 11,000 shares subject to currently exercisable options.
<PAGE>
                              PLAN OF DISTRIBUTION

         The Shares offered  hereby are being sold by the Selling  Shareholders,
each acting as principal for his or her own account. The Company will receive no
proceeds  from the sale of the Shares in this  offering.  The Shares may be sold
from  time  to  time  to  purchasers  directly  by  the  Selling   Shareholders.
Alternatively,  the  Selling  Shareholders  may sell the  Shares  in one or more
transactions  (which  may  involve  one  or  more  block  transactions)  in  the
over-the-counter market, in privately negotiated transactions,  in a combination
of such transactions or otherwise; each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices;  some or all of the
Shares may be sold through brokers acting on behalf of the Selling  Shareholders
or to dealers for resale by such  dealers;  and in  connection  with such sales,
such brokers or dealers may receive compensation in the form of discounts,  fees
or commissions from the Selling Shareholder and/or the purchasers of such Shares
for whom they may act as broker or agent (which compensation may be in excess of
customary  commissions).  It is anticipated  that the Selling  Shareholders  may
eventually  offer all of the  Shares  for sale.  All  expenses  of  registration
incurred in connection  with this  offering are being borne by the Company,  but
all brokerage  commissions  and other similar  expenses  incurred by the Selling
Shareholders will be borne by the Selling Shareholders.

         Each Selling  Shareholder  and any dealer acting in connection with the
offering of any of the Shares or any broker  executing  selling orders on behalf
of any of the Selling Shareholders may be deemed to be "underwriters" within the
meaning  of the 1933 Act in which  event any profit on the sale of any or all of
the Shares and any  discounts  or  concessions  received by any such  brokers or
dealers may be deemed to be underwriting discounts and commission under the 1933
Act. Any dealer or broker participating in any distribution of the Shares may be
required  to  deliver  a  copy  of  this  Prospectus,   including  a  Prospectus
supplement,  to any person who  purchases any of the Shares from or through such
broker or dealer.

         At the  time a  particular  offer of  Shares  is  made,  to the  extent
required,  a  supplement  to this  Prospectus  will be  distributed  which  will
identify  and set forth the  aggregate  amount of Shares  being  offered and the
terms of the offering, including the name or names of any underwriters,  dealers
or agents,  the purchase price paid by any underwriter for Shares purchased from
the  Selling   Shareholders,   any  discounts,   commissions   and  other  items
constituting  compensation from the Selling  Shareholders and/or the Company and
any  discounts,  commissions  or  concessions  allowed or  reallowed  or paid to
dealers, including the proposed selling price to the public.

         The Selling  Shareholders  are not restricted as to the price or prices
at which they may sell their Shares.  Sales of Shares at less than market prices
may  depress the market  price of the  Company's  Common  Stock.  Moreover,  the
Selling  Shareholders are not restricted as to the number of Shares which may be
sold at any one time,  and it is possible  that a  significant  number of Shares
could be sold at the same time.
<PAGE>
         Under applicable  rules and regulations  under the 1934 Act, any person
engaged in a distribution of the Shares may not simultaneously  engage in market
making  activities with respect to the Shares for a period of nine business days
prior to the commencement of such distribution. In addition and without limiting
the foregoing, the Selling Shareholders will be subject to applicable provisions
of the 1934 Act and the  rules and  regulations  thereunder,  including  without
limitation Rules 10b-2,  10b-6 and 10b-7,  which provisions may limit the timing
of purchases and sales of the Shares by the Selling Shareholders.

         In order to comply with certain states' securities laws, if applicable,
the  Shares  will be  sold in such  jurisdictions  only  through  registered  or
licensed brokers or dealers. In certain states the Shares may not be sold unless
the Shares have been  registered or qualified for sale in such state,  or unless
an exemption from registration or qualification is available and is obtained.


                                  LEGAL MATTERS

         The  validity  of the Shares of Common  Stock  offered  hereby has been
passed upon for the Company by the law firm of  Benesch,  Friedlander,  Coplan &
Aronoff LLP, Cleveland, Ohio.


                                     EXPERTS

         The consolidated  financial  statements of the Company appearing in the
Company's Registration Statement on Form S-4 (Registration No. 333-23923), which
have  been  incorporated  in  this  Registration  Statement  and  Prospectus  by
reference, have been audited by Kafoury,  Armstrong & Co., independent certified
public accountants,  as set forth in their report.  Such consolidated  financial
statements  are  incorporated  herein by reference in reliance  upon such report
given upon the authority of such firm as experts in accounting and auditing.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         The  documents  listed  below are  incorporated  by  reference  in this
Registration Statement; and all documents concurrently and subsequently filed by
Comstock  Bancorp (the  "Company"),  pursuant to Sections  13(a),  13(c), 14 and
15(d)  of the  Securities  Exchange  Act of  1934,  prior  to  the  filing  of a
post-effective  amendment which indicates all securities  offered have been sold
or which  de-registers all securities then remaining unsold,  shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of filing of such document.

          (1) Proxy Statement/Prospectus contained in the Company's Registration
     Statement  on  Form  S-4,  filed  with  the   Commission   March  25,  1997
     (Registration  No.  333-23923),  as  amended  by  Amendment  No.  1 to  the
     Registration Statement on Form S-4 filed with the Commission April 14, 1997
     and as supplemented by  Post-Effective  Amendment No. 1 to the Registration
     Statement on Form S-4 filed with the Commission April 30, 1997; and

          (2)   Description   of  Common  Stock   contained  in  the   Company's
     Registration  Statement  on Form 8-A filed with the  Commision on April 16,
     1997.

         For purposes of this Registration Statement, any statement contained in
a document  incorporated  by or deemed to be  incorporated  by reference  herein
shall be deemed to be  modified  or  superseded  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by reference  modifies or supersedes such statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute part of this Registration Statement.

Item 4.   Description of Securities.

         Not Applicable

Item 5.   Interests of Named Experts and Counsel.

         Not Applicable

Item 6.   Indemnification of Directors and Officers.

         Subsection  1 of Section  78.751 of the Nevada  Revised  Statutes  (the
"NRS")  empowers a corporation  to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another  corporation or other enterprise,  against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
<PAGE>
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation,  and with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order,  settlement or conviction or upon a plea of nolo  contendre or
its equivalent does not, of itself, create a presumption that the person did not
act in good faith or in a manner  which he  reasonably  believed to be in or not
opposed to the best interests of the  corporation  or that,  with respect to any
criminal  action or proceeding,  he had reasonable  cause to believe his actions
were unlawful.

         Subsection  2 of Section  78.751 of the NRS empowers a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above  against  expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or  settlement of such action or suit if he acted under similar
standards to those described above except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the  corporation  or for amounts paid in  settlement to
the  corporation  unless  and only to the  extent  that the court in which  such
action  or suit  was  brought  determines  that,  despite  the  adjudication  of
liability,  such person is fairly and reasonably  entitled to indemnity for such
expenses as the court deems proper.

         Section  78.751  of the  NRS  further  provides  that to the  extent  a
director or officer of a corporation  has been  successful in the defense of any
action,  suit or  proceeding  referred to in  subsections  (1) and (2) or in the
defense of any claim,  issue or mater therein,  he shall be indemnified  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection therewith; that any indemnification provided for by Section 78.751 of
the NRS (by court order or otherwise) shall not be deemed exclusive of any other
rights to which the  indemnified  party may be  entitled;  and that the scope of
indemnification  shall continue as to directors,  officers,  employees or agents
who have  ceased to hold  such  positions,  and to their  heirs,  executors  and
administrators. Section 78.752 empowers the corporation to purchase and maintain
insurance on behalf of a director, officer, employee or agent of the corporation
against  any  liability  asserted  against  him or  incurred  by him in any such
capacity  or arising  out of his status as such  whether or not the  corporation
would have the power to indemnify  him against such  liabilities  under  Section
78.751.

         Article  Fourteenth  of the  Company's  Articles of  Incorporation  and
Article VII of the  Company's  Bylaws  provide  that the Company  shall  provide
indemnification for all persons,  including its officers and directors,  that it
has the power to indemnify  in  substantially  the same scope to that  permitted
under Section 78.751 of the NRS. The Bylaws provide, pursuant to Subsection 5 of
Section 78.751 of the NRS, that the expenses of officers and directors  incurred
in  defending  any  action,  suit  or  proceeding,   whether  civil,   criminal,
administrative  or  investigative,  must  be  paid by the  Company  as they  are
incurred  and in  advance  of the  final  disposition  of the  action,  suit  or
proceeding,  upon receipt of any  undertaking by or on behalf of the director or
officer to repay such amounts unless it is ultimately  determined that he is not
entitled to be indemnified by the Company pursuant to Article IX of the Bylaws.
<PAGE>
Item 7.   Exemption from Registration Claimed.

         Not Applicable.

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 of Comstock Bank, as amended.

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

             *5.1        Opinion of  Benesch, Friedlander, Coplan &  Aronoff LLP
                          re: legality.

            *23.1        Consent  of  Benesch,  Friedlander,  Coplan  &  Aronoff
                          LLP  (included  in  Exhibit 5.1 to  this  Registration
                          Statement).

            *23.2        Consent of Kafoury, Armstrong & Co.
-------------------------

*        Filed herewith.

**       Filed as exhibit to the  Company's  Registration  Statement on Form S-4
         filed with the Commission  March 25, 1997, as amended and  supplemented
         (Registration No. 333-23923); incorporated herein by reference.
<PAGE>
Item 9.   Undertakings.

                  (a)      The undersigned registrant hereby undertakes:

                           (1)      To file,  during any period in which  offers
                  or sales are  being  made, a post-effective  amendment to this
                  Registration Statement;

                                    (i)     To include any  prospectus  required
                                            by   Section    10(a)(3)    of   the
                                            Securities Act of 1933;

                                    (ii)    To  reflect  in the  prospectus  any
                                            facts or  events  arising  after the
                                            effective  date of the  Registration
                                            Statement   (or  the   most   recent
                                            post-effective   amendment  thereof)
                                            which,   individually   or  in   the
                                            aggregate,  represent a  fundamental
                                            change in the  information set forth
                                            in the Registration Statement; and

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

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  Registration  Statement is on Form S-3, Form
                  S-8 or Form F-3, and the  information  required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in  periodic  reports  filed  by the  registrant  pursuant  to
                  Section 13 or Section 15(d) of the Securities  Exchange Act of
                  1934 that are  incorporated  by reference in the  Registration
                  Statement.

                           (2)  That,  for  the  purpose  of   determining   any
                  liability   under  the  Securities  Act  of  1933,  each  such
                  post-effective   amendment   shall  be  deemed  to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3)  To  remove  from  registration  by  means  of  a
                  post-effective   amendment   any  of  the   securities   being
                  registered  which  remain  unsold  at the  termination  of the
                  offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the registrant's annual report pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated by reference in the Registration Statement shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.
<PAGE>
                  (c) Insofar as indemnification  for liabilities  arising under
         the Securities Act of 1933 may be permitted to directors,  officers and
         controlling  persons  of  the  registrant  pursuant  to  the  foregoing
         provisions,  or otherwise,  the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such  indemnification
         is against  public  policy as expressed  in the Act and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such  liabilities  (other than  payment by the  registrant  of expenses
         incurred or paid by a director,  officer or  controlling  person of the
         registrant in the successful defense of any action, suit or proceeding)
         is  asserted  by  such  director,  officer  or  controlling  person  in
         connection with the securities being  registered,  the registrant will,
         unless in the  opinion of its  counsel  the matter has been  settled by
         controlling  precedent,  submit to a court of appropriate  jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy  as  expressed  in the Act and  will be  governed  by the  final
         adjudication of such issue.
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Reno, State of Nevada,  on this 22 day of July,
1997.

COMSTOCK BANCORP



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


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Robert N. Barone and Larry Platz as their
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all capacities to sign the Form S-8  Registration  Statement and any and all
amendments thereto,  and to file the same, with all exhibits thereto,  and other
documents  in  connection  therewith,  with the U. S.  Securities  and  Exchange
Commission,  granting unto each said  attorney-in-fact  and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully to all intents  and  purposes as he or she might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Board of Directors,       July 22, 1997
--------------------    Chief Executive Officer and Treasurer
    Robert N. Barone        

/s/ Larry Platz         Director, President and Secretary         July 22, 1997
--------------------
    Larry Platz

/s/ Edward Allison      Director                                  July 22, 1997
--------------------                                                            
    Edward Allison
<PAGE>
/s/ Stephen Benna       Director                                  July 22, 1997
--------------------
    Stephen Benna

/s/ John Coombs         Director                                  July 22, 1997
--------------------
    John Coombs

/s/ Michael Dyer        Director                                  July 22, 1997
--------------------
    Michael Dyer

/s/ Mervyn Matorian     Director                                  July 22, 1997
--------------------
    Mervyn Matorian
<PAGE>
                                  EXHIBIT INDEX

          Exhibit
              No.        Description
           -------       -----------
            **4.1        1992 Incentive Plan of Comstock Bank, as amended.

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

             *5.1        Opinion of  Benesch, Friedlander, Coplan &  Aronoff LLP
                          re: legality.

            *23.1        Consent  of  Benesch,  Friedlander,  Coplan  &  Aronoff
                          LLP  (included  in  Exhibit 5.1 to  this  Registration
                          Statement).

            *23.2        Consent of Kafoury, Armstrong & Co.
-------------------------

*        Filed herewith.

**       Filed as exhibit to the  Company's  Registration  Statement on Form S-4
         filed with the Commission  March 25, 1997, as amended and  supplemented
         (Registration No. 333-23923); incorporated herein by reference.
<PAGE>
                                   EXHIBIT 5.1

                        OPINION OF BENESCH, FRIEDLANDER,
                              COPLAN & ARONOFF LLP

                                   (attached)
<PAGE>




                                                                     Exhibit 5.1

July 23, 1997




Board of Directors
Comstock Bancorp
6275 Neil Road
Reno, Nevada  89511

Gentlemen:

         Comstock Bancorp, a Nevada corporation (the "Company"), intends to file
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended,  a Registration  Statement on Form S-8 (the  "Registration  Statement")
with respect to 1,130,000  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 the 1992 Incentive Plan of Comstock  Bancorp (the "Incentive  Plan")
and the 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.
<PAGE>
         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.

                                                     Very truly yours,



                                                     BENESCH, FRIEDLANDER,
                                                     COPLAN & ARONOFF LLP
<PAGE>
                                  EXHIBIT 23.1

                       CONSENT OF KAFOURY, ARMSTRONG & CO.


                                   (attached)
<PAGE>


                                                                    Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS


         We consent to the reference to our firm under the caption  "Experts" in
the  Registration  Statement (Form S-8) pertaining to the 1992 Incentive  Equity
Plan of Comstock Bancorp, the 1992 Non-Employee Directors' Stock Option Plan and
to the  incorporation by reference therein of our report dated January 10, 1997,
with respect to the consolidated  financial statements and schedules of Comstock
Bank  included  in its  Registration  Statement  on Form S-4  (Registration  No.
333-23923), as amended and supplemented,  filed with the Securities and Exchange
Commission.


                                                       KAFOURY, ARMSTRONG & CO.


Reno, Nevada
July 17, 1997
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 COMSTOCK BANCORP", "secsgml_size_bytes": 48882}]
{"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": "333-31897", "film-number": "97644274"}, "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"}}
Registration No. 333-

     As filed with the Securities and Exchange Commission on July 16, 1997

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    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
                               Reno, Nevada 89511
                         (Address of Principal Executive
                           Offices Including Zip Code)
                                 ---------------

                      1992 INCENTIVE PLAN OF COMSTOCK BANK
               AND 1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                            (Full Title of the Plans)
                            -------------------------
                                                           Copy to:
Robert N. Barone                                      Michael J. Meaney
Comstock Bancorp                                      Benesch, Friedlander, 
6275 Neil Road                                        Coplan & Aronoff LLP    
Reno, Nevada  89511                                   2300 BP America Building
(702) 824-7100                                        200 Public Square
                                                      Cleveland, Ohio 44114-2378
                                                      (216) 363-4500

           (Name and Address Including Zip Code; and Telephone Number,
                   Including Area Code, of Agent for Service)
                                 ---------------
        Approximate date of commencement of proposed sale to the public:
 As soon as practicable after the effective date of this Registration Statement

        If the only securities  being  registered on this form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box:

        If any of the securities being registered on this form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities  offered only in  connection  with  dividend or
interest reinvestment plans, check the following box:
CALCULATION OF REGISTRATION FEE
--------------------------------- ---------------- ----------------------- ------------------------- ---------------
   Title of Securities              Amount to be      Proposed Maximum         Proposed Maximum        Amount of
     to be Registered               Registered(1)    Offering Price per       Aggregate Offering      Registration
                                                          Share(2)                 Price(2)                Fee
================================= ================ ======================= ========================= ===============
Common Stock, $.01 par value         1,130,000            Variable               $3,084,900              $934.82
================================= ================ ======================= ========================= ===============
-----------------------
(1)  This  Registration  Statement  also  includes an  indeterminable  number of
     shares  of  Common  Stock  which  may be  issued  under  the  anti-dilution
     provisions of the plans.

(2)  Estimated in  accordance  with Rule 457 under the  Securities  Act of 1933,
     solely for the purpose of calculating the registration fee, on the basis of
     $2.73 per share,  which is the average price at which existing  options may
     be exercised.
PART I

REOFFER PROSPECTUS

                                1,130,000 Shares

                                COMSTOCK BANCORP

                                  Common Stock

         The shares of common stock, par value $.01 per share,("Common  Stock"),
of Comstock Bancorp, a Nevada bank holding corporation (the "Company"),  offered
pursuant to this  Prospectus  consist of 1,130,000  shares (the "Shares")  which
eventually  may be  offered  for sale by certain  holders  of Common  Stock (the
"Selling  Shareholders").  The Company has agreed to pay all of the  expenses of
this  Offering,  but will not receive any of the  proceeds  from the sale of the
Shares by the Selling  Shareholders.  See "Selling  Shareholders." All brokerage
commissions and other similar expenses incurred by the Selling Shareholders will
be borne by the  Selling  Shareholders.  The  aggregate  proceeds to the Selling
Shareholders  from  the sale of the  Shares  will be the  purchase  price of the
Shares sold, less the aggregate agents' commissions and underwriters' discounts,
if any,  and  other  expenses  of  issuance  and  distribution  not borne by the
Company. See "Use of Proceeds" and "Plan of Distribution."

         The Common  Stock is listed on the NASDAQ  Small Cap Stock Market under
the symbol  "LODE." On July 15, 1997,  the last reported bid price of the Common
Stock was $6.75 per share.

         The Selling Shareholders directly,  through agents designated from time
to time, or through dealers or underwriters also to be designated,  may sell the
Shares  from  time to time on terms to be  determined  at the time of sale.  The
Selling  Shareholders may sell the Shares in one or more transactions (which may
involve one or more block transactions) on the NASDAQ Small Cap Stock Market, in
sales  occurring  in  the  over-the-counter   market,  in  privately  negotiated
transactions,  or in a combination of such  transactions;  each sale may be made
either at market  prices  prevailing  at the time of such sale or at  negotiated
prices;  some or all of the Shares may be sold through  brokers acting on behalf
of the Selling  Shareholders  or to dealers for resale by such  dealers;  and in
connection with such sales, such brokers or dealers may receive  compensation in
the form of discounts,  fees or commissions from the Selling Shareholders and/or
the  purchasers of such Shares for whom they may act as broker or agent.  To the
extent  required,  the  specific  Shares to be sold,  the  names of the  Selling
Shareholders,  the purchase price,  the public offering price,  the names of any
such agents, dealers or underwriters and any applicable commissions or discounts
with  respect  to a  particular  offer  will  be set  forth  in an  accompanying
Prospectus Supplement.
The Selling Shareholders and any broker-dealers, agents or underwriters
that participate with the Selling Shareholders in the distribution of the Shares
may be deemed to be  "underwriters"  within the meaning of the Securities Act of
1933, as amended (the "1933 Act"), and any commissions  received by them and any
profit  on the  resale  of the  Shares  purchased  by them may be  deemed  to be
underwriting commissions or discounts under the 1933 Act.

         No  dealer,  salesman  or  other  person  is  authorized  to  give  any
information  or to make  any  representations  other  than  those  contained  or
incorporated  by  reference  in this  Prospectus  and,  if given  or made,  such
information or representation  must not be relied upon as having been authorized
by the Company or the Selling Shareholders, or any underwriter, dealer or agent.
This  Prospectus  and any  supplement  thereto shall not  constitute an offer to
sell, or the  solicitation  of an offer to buy, any of the Shares offered hereby
in any jurisdiction where, or to any person to whom, it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any  circumstances,  create an implication that there has
been no change in the affairs of the  Company  since the date hereof or thereof,
or that the information contained herein is correct as of any time subsequent to
the date hereof.

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
            THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
                 OR ANY STATE SECURITIES COMMISSION NOR HAS THE
                  COMMISSION OR ANY STATE SECURITIES COMMISSION
                     PASSED UPON THE ACCURACY OR ADEQUACY OF
                     THIS PROSPECTUS. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is July 23, 1997.
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports and other information with the Commission. In
addition,  the Company  has filed with the  Commission  a Form S-8  registration
statement (the  "Registration  Statement") with respect to certain of the Shares
offered  hereby.  This Prospectus does not contain all the information set forth
in the Registration  Statement and the exhibits and schedules  relating thereto.
For further  information  with  respect to the  Company  and the Shares  offered
hereby,  reference is made to the  Registration  Statement  and the exhibits and
schedules  thereto,  and to the  reports  and other  information  filed with the
Commission.  Statements  contained in this  Prospectus as to the contents of any
contract or other document  referred to herein are not necessarily  complete and
reference  is made to the copy of such  contract or other  document  filed as an
exhibit to the  Registration  Statement of which this  Prospectus  forms a part,
each such  statement  being  qualified  in all respects by such  reference.  The
Registration Statement,  and the exhibits and schedules thereto, and reports and
other  information filed with the Commission may be inspected and copied (at the
prescribed  rates)  at  the  public  reference  facilities   maintained  by  the
Commission located at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the regional  offices of the Commission  located at 7 World Trade Center,
New York, New York 10048 and at 500 West Madison  Street,  Suite 1400,  Chicago,
Illinois  60661.  Copies  of such  material  can be  obtained  from  the  Public
Reference Section of the Commission,  450 Fifth Street, N.W., Washington,  D.C.,
20549  at  prescribed   rates.   The   Commission   also  maintains  a  Website,
http://www.sec.gov,  that contains reports, proxy and information statements and
other information submitted by registrants, including the Company.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The  following  documents,  each  as  filed  by the  Company  with  the
Commission pursuant to the Exchange Act, are incorporated herein by reference:

          (1)Proxy Statement/Prospectus  contained in the Company's Registration
     Statement  on  Form  S-4,  filed  with  the   Commission   March  25,  1997
     (Registration  No.  333-23923),  as  amended  by  Amendment  No.  1 to  the
     Registration Statement on Form S-4 filed with the Commission April 14, 1997
     and as supplemented by  Post-Effective  Amendment No. 1 to the Registration
     Statement on Form S-4 filed with the Commission April 30, 1997; and
     
          (2)   Description   of  Common  Stock   contained  in  the   Company's
     Registration  Statement  on Form 8-A filed with the  Commision on April 16,
     1997.

         All  documents  concurrently  or  subsequently  filed  by  the  Company
pursuant to Sections  13(a),  13(c),  14 or 15(d) of the 1934 Act,  prior to the
termination of this Offering,  shall be deemed incorporated by reference in this
Prospectus and to be a part hereof from the respective  date of filing each such
document.  Any statement  contained in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide,  without charge,  to each person to whom this
Prospectus is delivered,  on the request of such person,  a copy of any document
incorporated by reference herein (other than exhibits to such documents,  unless
they are  specifically  incorporated  by  reference  herein).  Requests for such
documents should be directed to Comstock  Bancorp,  6275 Neil Road, Reno, Nevada
89511, Attention Robert N. Barone, or made by telephone at (702) 824-7100.

                                   THE COMPANY

         The Company is a business  corporation  organized under the laws of the
State of Nevada on February  21,  1997 for the  purpose of becoming  the holding
company of Comstock Bank, a Nevada banking  corporation  (the "Bank").  The Bank
conducts  a general  banking  business,  including  the  acceptance  of  demand,
savings,  and  time  deposits  and  the  making  of  commercial,   real  estate,
installment and other term loans.  The Bank's deposit accounts are insured up to
the maximum legal limits by the Federal Deposit Insurance Corporation.  The Bank
is not a member  of the  Federal  Reserve  System,  having  determined  that the
advantages of membership,  which are largely available without  membership,  are
outweighed by the costs and  restrictions.  The Bank offers checking and savings
accounts,  certificates of deposit, money market and NOW accounts and commercial
real estate,  residential  real  estate,  residential  construction,  commercial
loans,  and installment  loans.  The Bank operates  Automated Teller Machines at
each deposit taking branch,  night depository  services,  and  bank-by-mail.  In
September,  1991,  the Bank began to issue its own Visa cards  through a program
sponsored by the Independent  Bankers' Association of America. The Bank opened a
fourth full service  branch  (including  ATM and night  depository) in February,
1997. A fifth full service  branch is under  construction  and is anticipated to
open in the late summer of 1997.

         The Bank  provides its range of services  primarily to  businesses  and
individuals in the northern  Nevada area and began lending in southern Nevada in
August,  1993.  Deposits  are gathered  primarily  from the Reno and Carson City
areas. However, the Bank's lending area extends throughout all parts of northern
Nevada including Reno, Sparks, Carson City, Minden/Gardnerville, Dayton, Incline
Village and other communities at Lake Tahoe.

         The  Company's  principal  executive  offices  are located at 6275 Neil
Road, Reno,  Nevada 89511  (telephone  (702) 824-7100),  which also serve as the
principal executive offices for the Bank.
USE OF PROCEEDS

         The  Shares   being   offered  are  for  the  account  of  the  Selling
Shareholders.  Accordingly,  the Company will receive none of the proceeds  from
the sale of the Shares.

                              SELLING SHAREHOLDERS

         The following table sets forth as of June 30, 1997, certain information
with  respect to each of the  Selling  Shareholders,  provided  by said  Selling
Shareholder,  including the name and position with the Company,  if any, of each
of the  Selling  Shareholders  and the  number of Shares  that may be offered by
each.  The number of Shares  which  actually  may be sold by each of the Selling
Shareholders  will be determined  from time to time by each Selling  Shareholder
and may depend upon a number of factors, including the price of the Common Stock
from time to time. Because each of the Selling  Shareholders may offer all, some
or none of the Shares that each holds, and because the offering  contemplated by
this  Prospectus  is not  being  underwritten  on a firm  commitment  basis,  no
estimate  can be given as to the  number of Shares  that will be held by each of
the Selling  Shareholders  upon or prior to termination of this offering.  It is
anticipated that the Selling Shareholders may eventually offer all of the Shares
for sale. See "Plan of Distribution."

     On June 30, 1997, there were 4,421,668 shares of Common Stock outstanding.
======================================= ===================================== ======================================
    Name of Selling                     Number of Shares of Common Stock           Shares of Common Stock
Shareholder and Position                Owned or Deemed to be Owned by                Offered Hereby
                                              Selling Shareholder
======================================= ================== ================== ================== ===================
                 Name                        Shares           % of Class           Shares            % of Class
======================================= ================== ================== ================== ===================
Robert N. Barone, Chairman of the          358,818(1)            7.71%             272,250               5.85% 
Board of Directors, Chief Executive
Officer and Treasurer
--------------------------------------- ------------------ ------------------ ------------------ -------------------
Larry Platz, Director, President and       262,604(2)            5.64%             261,250               5.61%
Secretary
--------------------------------------- ------------------ ------------------ ------------------ -------------------
Edward Allison, Director                    17,530(3)              *                16,000                 *
--------------------------------------- ------------------ ------------------ ------------------ -------------------
Stephen Benna, Director                      5,400(4)                *               5,000                 *       
--------------------------------------- ------------------ ------------------ ------------------ -------------------
John Coombs, Director                       25,198(5)               *               19,400                 *  
--------------------------------------- ------------------ ------------------ ------------------ -------------------
Michael Dyer, Director                      68,374(6)            1.53%              59,594               1.33%
--------------------------------------- ------------------ ------------------ ------------------ -------------------
Mervyn Matorian, Director                   19,532(7)               *               17,400                 *
--------------------------------------- ------------------ ------------------ ------------------ -------------------
Samuel McMullen, Director                   11,590(8)               *               16,000                 *  
======================================= ================== ================== ================== ===================
--------------------
*    Less than one percent (1%).

  
(1)  Includes  230,450 shares subject to currently  exercisable  options held by
     Mr.  Barone.  Does not include  options to purchase  41,250  shares of Bank
     Common Stock that do not become fully vested within the next 60 days.

(2)  Includes 230,450 shares subject to currently  exercisable options. Does not
     include  options to purchase 41,250 shares of Bank Common Stock that do not
     become fully vested within the next 60 days.

(3)  Includes 12,600 shares subject to currently exercisable options.

(4)  Includes 4,800 shares subject to currently exercisable options.

(5)  Includes 17,800 shares subject to currently exercisable options held by Dr.
     Coombs.

(6)  Includes 38,632 shares subject to currently exercisable options.

(7)  Includes 14,200 shares subject to currently exercisable options.

(8)  Includes 11,000 shares subject to currently exercisable options.
PLAN OF DISTRIBUTION

         The Shares offered  hereby are being sold by the Selling  Shareholders,
each acting as principal for his or her own account. The Company will receive no
proceeds  from the sale of the Shares in this  offering.  The Shares may be sold
from  time  to  time  to  purchasers  directly  by  the  Selling   Shareholders.
Alternatively,  the  Selling  Shareholders  may sell the  Shares  in one or more
transactions  (which  may  involve  one  or  more  block  transactions)  in  the
over-the-counter market, in privately negotiated transactions,  in a combination
of such transactions or otherwise; each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices;  some or all of the
Shares may be sold through brokers acting on behalf of the Selling  Shareholders
or to dealers for resale by such  dealers;  and in  connection  with such sales,
such brokers or dealers may receive compensation in the form of discounts,  fees
or commissions from the Selling Shareholder and/or the purchasers of such Shares
for whom they may act as broker or agent (which compensation may be in excess of
customary  commissions).  It is anticipated  that the Selling  Shareholders  may
eventually  offer all of the  Shares  for sale.  All  expenses  of  registration
incurred in connection  with this  offering are being borne by the Company,  but
all brokerage  commissions  and other similar  expenses  incurred by the Selling
Shareholders will be borne by the Selling Shareholders.

         Each Selling  Shareholder  and any dealer acting in connection with the
offering of any of the Shares or any broker  executing  selling orders on behalf
of any of the Selling Shareholders may be deemed to be "underwriters" within the
meaning  of the 1933 Act in which  event any profit on the sale of any or all of
the Shares and any  discounts  or  concessions  received by any such  brokers or
dealers may be deemed to be underwriting discounts and commission under the 1933
Act. Any dealer or broker participating in any distribution of the Shares may be
required  to  deliver  a  copy  of  this  Prospectus,   including  a  Prospectus
supplement,  to any person who  purchases any of the Shares from or through such
broker or dealer.

         At the  time a  particular  offer of  Shares  is  made,  to the  extent
required,  a  supplement  to this  Prospectus  will be  distributed  which  will
identify  and set forth the  aggregate  amount of Shares  being  offered and the
terms of the offering, including the name or names of any underwriters,  dealers
or agents,  the purchase price paid by any underwriter for Shares purchased from
the  Selling   Shareholders,   any  discounts,   commissions   and  other  items
constituting  compensation from the Selling  Shareholders and/or the Company and
any  discounts,  commissions  or  concessions  allowed or  reallowed  or paid to
dealers, including the proposed selling price to the public.

         The Selling  Shareholders  are not restricted as to the price or prices
at which they may sell their Shares.  Sales of Shares at less than market prices
may  depress the market  price of the  Company's  Common  Stock.  Moreover,  the
Selling  Shareholders are not restricted as to the number of Shares which may be
sold at any one time,  and it is possible  that a  significant  number of Shares
could be sold at the same time.
Under applicable  rules and regulations  under the 1934 Act, any person
engaged in a distribution of the Shares may not simultaneously  engage in market
making  activities with respect to the Shares for a period of nine business days
prior to the commencement of such distribution. In addition and without limiting
the foregoing, the Selling Shareholders will be subject to applicable provisions
of the 1934 Act and the  rules and  regulations  thereunder,  including  without
limitation Rules 10b-2,  10b-6 and 10b-7,  which provisions may limit the timing
of purchases and sales of the Shares by the Selling Shareholders.

         In order to comply with certain states' securities laws, if applicable,
the  Shares  will be  sold in such  jurisdictions  only  through  registered  or
licensed brokers or dealers. In certain states the Shares may not be sold unless
the Shares have been  registered or qualified for sale in such state,  or unless
an exemption from registration or qualification is available and is obtained.

                                  LEGAL MATTERS

         The  validity  of the Shares of Common  Stock  offered  hereby has been
passed upon for the Company by the law firm of  Benesch,  Friedlander,  Coplan &
Aronoff LLP, Cleveland, Ohio.

                                     EXPERTS

         The consolidated  financial  statements of the Company appearing in the
Company's Registration Statement on Form S-4 (Registration No. 333-23923), which
have  been  incorporated  in  this  Registration  Statement  and  Prospectus  by
reference, have been audited by Kafoury,  Armstrong & Co., independent certified
public accountants,  as set forth in their report.  Such consolidated  financial
statements  are  incorporated  herein by reference in reliance  upon such report
given upon the authority of such firm as experts in accounting and auditing.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         The  documents  listed  below are  incorporated  by  reference  in this
Registration Statement; and all documents concurrently and subsequently filed by
Comstock  Bancorp (the  "Company"),  pursuant to Sections  13(a),  13(c), 14 and
15(d)  of the  Securities  Exchange  Act of  1934,  prior  to  the  filing  of a
post-effective  amendment which indicates all securities  offered have been sold
or which  de-registers all securities then remaining unsold,  shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of filing of such document.

          (1) Proxy Statement/Prospectus contained in the Company's Registration
     Statement  on  Form  S-4,  filed  with  the   Commission   March  25,  1997
     (Registration  No.  333-23923),  as  amended  by  Amendment  No.  1 to  the
     Registration Statement on Form S-4 filed with the Commission April 14, 1997
     and as supplemented by  Post-Effective  Amendment No. 1 to the Registration
     Statement on Form S-4 filed with the Commission April 30, 1997; and

          (2)   Description   of  Common  Stock   contained  in  the   Company's
     Registration  Statement  on Form 8-A filed with the  Commision on April 16,
     1997.

         For purposes of this Registration Statement, any statement contained in
a document  incorporated  by or deemed to be  incorporated  by reference  herein
shall be deemed to be  modified  or  superseded  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by reference  modifies or supersedes such statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute part of this Registration Statement.

Item 4.   Description of Securities.

         Not Applicable

Item 5.   Interests of Named Experts and Counsel.

         Not Applicable

Item 6.   Indemnification of Directors and Officers.

         Subsection  1 of Section  78.751 of the Nevada  Revised  Statutes  (the
"NRS")  empowers a corporation  to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the  corporation as a director,  officer,
employee or agent of another  corporation or other enterprise,  against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation,  and with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order,  settlement or conviction or upon a plea of nolo  contendre or
its equivalent does not, of itself, create a presumption that the person did not
act in good faith or in a manner  which he  reasonably  believed to be in or not
opposed to the best interests of the  corporation  or that,  with respect to any
criminal  action or proceeding,  he had reasonable  cause to believe his actions
were unlawful.

         Subsection  2 of Section  78.751 of the NRS empowers a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above  against  expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or  settlement of such action or suit if he acted under similar
standards to those described above except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the  corporation  or for amounts paid in  settlement to
the  corporation  unless  and only to the  extent  that the court in which  such
action  or suit  was  brought  determines  that,  despite  the  adjudication  of
liability,  such person is fairly and reasonably  entitled to indemnity for such
expenses as the court deems proper.

         Section  78.751  of the  NRS  further  provides  that to the  extent  a
director or officer of a corporation  has been  successful in the defense of any
action,  suit or  proceeding  referred to in  subsections  (1) and (2) or in the
defense of any claim,  issue or mater therein,  he shall be indemnified  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection therewith; that any indemnification provided for by Section 78.751 of
the NRS (by court order or otherwise) shall not be deemed exclusive of any other
rights to which the  indemnified  party may be  entitled;  and that the scope of
indemnification  shall continue as to directors,  officers,  employees or agents
who have  ceased to hold  such  positions,  and to their  heirs,  executors  and
administrators. Section 78.752 empowers the corporation to purchase and maintain
insurance on behalf of a director, officer, employee or agent of the corporation
against  any  liability  asserted  against  him or  incurred  by him in any such
capacity  or arising  out of his status as such  whether or not the  corporation
would have the power to indemnify  him against such  liabilities  under  Section
78.751.

         Article  Fourteenth  of the  Company's  Articles of  Incorporation  and
Article VII of the  Company's  Bylaws  provide  that the Company  shall  provide
indemnification for all persons,  including its officers and directors,  that it
has the power to indemnify  in  substantially  the same scope to that  permitted
under Section 78.751 of the NRS. The Bylaws provide, pursuant to Subsection 5 of
Section 78.751 of the NRS, that the expenses of officers and directors  incurred
in  defending  any  action,  suit  or  proceeding,   whether  civil,   criminal,
administrative  or  investigative,  must  be  paid by the  Company  as they  are
incurred  and in  advance  of the  final  disposition  of the  action,  suit  or
proceeding,  upon receipt of any  undertaking by or on behalf of the director or
officer to repay such amounts unless it is ultimately  determined that he is not
entitled to be indemnified by the Company pursuant to Article IX of the Bylaws.
Item 7.   Exemption from Registration Claimed.

         Not Applicable.

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 of Comstock Bank, as amended.

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

             *5.1        Opinion of  Benesch, Friedlander, Coplan &  Aronoff LLP
                          re: legality.

            *23.1        Consent  of  Benesch,  Friedlander,  Coplan  &  Aronoff
                          LLP  (included  in  Exhibit 5.1 to  this  Registration
                          Statement).

            *23.2        Consent of Kafoury, Armstrong & Co.
-------------------------

*        Filed herewith.

**       Filed as exhibit to the  Company's  Registration  Statement on Form S-4
         filed with the Commission  March 25, 1997, as amended and  supplemented
         (Registration No. 333-23923); incorporated herein by reference.
Item 9.   Undertakings.

                  (a)      The undersigned registrant hereby undertakes:

                           (1)      To file,  during any period in which  offers
                  or sales are  being  made, a post-effective  amendment to this
                  Registration Statement;

                                    (i)     To include any  prospectus  required
                                            by   Section    10(a)(3)    of   the
                                            Securities Act of 1933;

                                    (ii)    To  reflect  in the  prospectus  any
                                            facts or  events  arising  after the
                                            effective  date of the  Registration
                                            Statement   (or  the   most   recent
                                            post-effective   amendment  thereof)
                                            which,   individually   or  in   the
                                            aggregate,  represent a  fundamental
                                            change in the  information set forth
                                            in the Registration Statement; and

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

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  Registration  Statement is on Form S-3, Form
                  S-8 or Form F-3, and the  information  required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in  periodic  reports  filed  by the  registrant  pursuant  to
                  Section 13 or Section 15(d) of the Securities  Exchange Act of
                  1934 that are  incorporated  by reference in the  Registration
                  Statement.

                           (2)  That,  for  the  purpose  of   determining   any
                  liability   under  the  Securities  Act  of  1933,  each  such
                  post-effective   amendment   shall  be  deemed  to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein,  and the  offering  of such  securities  at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3)  To  remove  from  registration  by  means  of  a
                  post-effective   amendment   any  of  the   securities   being
                  registered  which  remain  unsold  at the  termination  of the
                  offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the registrant's annual report pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated by reference in the Registration Statement shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification  for liabilities  arising under
         the Securities Act of 1933 may be permitted to directors,  officers and
         controlling  persons  of  the  registrant  pursuant  to  the  foregoing
         provisions,  or otherwise,  the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such  indemnification
         is against  public  policy as expressed  in the Act and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such  liabilities  (other than  payment by the  registrant  of expenses
         incurred or paid by a director,  officer or  controlling  person of the
         registrant in the successful defense of any action, suit or proceeding)
         is  asserted  by  such  director,  officer  or  controlling  person  in
         connection with the securities being  registered,  the registrant will,
         unless in the  opinion of its  counsel  the matter has been  settled by
         controlling  precedent,  submit to a court of appropriate  jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy  as  expressed  in the Act and  will be  governed  by the  final
         adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Reno, State of Nevada,  on this 22 day of July,
1997.

COMSTOCK BANCORP

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

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Robert N. Barone and Larry Platz as their
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all capacities to sign the Form S-8  Registration  Statement and any and all
amendments thereto,  and to file the same, with all exhibits thereto,  and other
documents  in  connection  therewith,  with the U. S.  Securities  and  Exchange
Commission,  granting unto each said  attorney-in-fact  and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully to all intents  and  purposes as he or she might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Board of Directors,       July 22, 1997
--------------------    Chief Executive Officer and Treasurer
    Robert N. Barone        

/s/ Larry Platz         Director, President and Secretary         July 22, 1997
--------------------
    Larry Platz

/s/ Edward Allison      Director                                  July 22, 1997
--------------------                                                            
    Edward Allison
/s/ Stephen Benna       Director                                  July 22, 1997
--------------------
    Stephen Benna

/s/ John Coombs         Director                                  July 22, 1997
--------------------
    John Coombs

/s/ Michael Dyer        Director                                  July 22, 1997
--------------------
    Michael Dyer

/s/ Mervyn Matorian     Director                                  July 22, 1997
--------------------
    Mervyn Matorian
EXHIBIT INDEX

          Exhibit
              No.        Description
           -------       -----------
            **4.1        1992 Incentive Plan of Comstock Bank, as amended.

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

             *5.1        Opinion of  Benesch, Friedlander, Coplan &  Aronoff LLP
                          re: legality.

            *23.1        Consent  of  Benesch,  Friedlander,  Coplan  &  Aronoff
                          LLP  (included  in  Exhibit 5.1 to  this  Registration
                          Statement).

            *23.2        Consent of Kafoury, Armstrong & Co.
-------------------------

*        Filed herewith.

**       Filed as exhibit to the  Company's  Registration  Statement on Form S-4
         filed with the Commission  March 25, 1997, as amended and  supplemented
         (Registration No. 333-23923); incorporated herein by reference.
EXHIBIT 5.1

                        OPINION OF BENESCH, FRIEDLANDER,
                              COPLAN & ARONOFF LLP

                                   (attached)
Exhibit 5.1

July 23, 1997

Board of Directors
Comstock Bancorp
6275 Neil Road
Reno, Nevada  89511

Gentlemen:

         Comstock Bancorp, a Nevada corporation (the "Company"), intends to file
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended,  a Registration  Statement on Form S-8 (the  "Registration  Statement")
with respect to 1,130,000  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 the 1992 Incentive Plan of Comstock  Bancorp (the "Incentive  Plan")
and the 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.

                                                     Very truly yours,

                                                     BENESCH, FRIEDLANDER,
                                                     COPLAN & ARONOFF LLP
EXHIBIT 23.1

                       CONSENT OF KAFOURY, ARMSTRONG & CO.

                                   (attached)
Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

         We consent to the reference to our firm under the caption  "Experts" in
the  Registration  Statement (Form S-8) pertaining to the 1992 Incentive  Equity
Plan of Comstock Bancorp, the 1992 Non-Employee Directors' Stock Option Plan and
to the  incorporation by reference therein of our report dated January 10, 1997,
with respect to the consolidated  financial statements and schedules of Comstock
Bank  included  in its  Registration  Statement  on Form S-4  (Registration  No.
333-23923), as amended and supplemented,  filed with the Securities and Exchange
Commission.

                                                       KAFOURY, ARMSTRONG & CO.

Reno, Nevada
July 17, 1997