As filed with the Securities and Exchange Commission on January 31, 1997
                                                                      No. 33-



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


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

                                   ----------


                            COMSTOCK RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

            NEVADA                                           94-1667468
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification Number)

    5005 LBJ Freeway                                      M. Jay Allison
       Suite 1000                          President and Chief Executive Officer
  Dallas, Texas  75244                              5005 LBJ Freeway, Suite 1000
      (972) 701-2000                                   Dallas, Texas  75244
(Address, including zip code, and                         (972) 701-2000
telephone number, including area code           (Name, Address, including zip
of Registrant's principal executive        code, and telephone number, including
offices)                                        area code, of agent for service)

     Comstock Resources, Inc. Non-employee Director Retainer Election Plan/
                     Options Granted to a Retiring Director
                              (Full title of plan)

                                   Copies to:
                                Guy H. Kerr, Esq.
                           Locke Purnell Rain Harrell
                          2200 Ross Avenue, Suite 2200
                               Dallas, Texas 75201
                                 (214) 740-8000
                              --------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                                       Proposed
                                       Proposed        Maximum
                          Amount        Maximum       Aggregate
Title of Securities       to be     Offering Price    Offering       Amount of
 to be Registered       Registered   Per Share (1)   Price (1)  Registration Fee
================================================================================
Common Stock, par
value $.50 per share...  120,000      $12.75        $1,530,000      $ 464.00
================================================================================
(1)    Based upon closing  sales price of a share of common stock of Comstock
       Resources,  Inc.  on January  31, 1997 as quoted on the New York Stock
       Exchange.
                              --------------------

<PAGE>






                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  information  specified  by Item 1 and  Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933 (the "Securities  Act") and the introductory Note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Information by Reference

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

1. The Company's Annual Report on Form 10-K for the year ended December 31,1995.
2. The Company's  Proxy Statement dated April 17, 1996, in connection with
   the Annual Meeting of Stockholders of the Company held on May 15, 1996.
3. The Company's Current Report on Form 8-K dated May 1, 1996.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
   1996.
5. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
   1996.
6. The Company's Quarterly Report on Form 10-Q for the quarter ended September
   30, 1996.
7. The  description of the Company's  common stock,  $.50 par value,  which is
   contained  in the  Company's  Registration  Statement  on Form 10 filed with
   the Commission on August 14, 1945  (Commission  file No. 1-3262) pursuant to
   Section 12 of the Exchange Act and all  amendments  thereto and reports which
   have been filed for the purpose of updating such  description,  including the
   Form 8 filed with the Commission on October 28, 1991.
8. The Company's Registration Statement on Form 8-A dated December 14, 1990, as
   amended by Form 8 dated December 21, 1990 and Form 8 dated February 25, 1991.

                                       1

<PAGE>

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

    Section 78.751 of the Nevada General  Corporation  Law permits a corporation
to indemnify any person who was, or is, or is threatened to be made a party in a
completed,   pending  or  threatened   proceeding,   whether  civil,   criminal,
administrative  or  investigative  (except  an  action by or in the right of the
corporation),  by reason of being or having been an officer, director,  employee
or agent of the  corporation or serving in certain  capacities at the request of
the corporation.  Indemnification may include attorneys' fees, judgments,  fines
and amounts paid in settlement.  The person to be indemnified must have 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, such
person must have had no reasonable cause to believe his conduct was unlawful.

    With   respect  to   actions  by  or  in  the  right  of  the   corporation,
indemnification  may not be made for any claim, issue or matter as to which such
a person has been finally  adjudged by a court of competent  jurisdiction  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 the action was brought or
other court of competent  jurisdiction  determines upon application that in view
of all circumstances  the person is fairly and reasonably  entitled to indemnity
for such expenses as the court deems proper.

    Unless  indemnification  is ordered  by a court,  the  determination  to pay
indemnification must be made by the stockholders, by a majority vote of a quorum
of the  Board  of  Directors  who  were  not  parties  to the  action,  suit  or
proceeding,  or in  certain  circumstances  by  independent  legal  counsel in a
written opinion.  Section 78.751 permits the Articles of Incorporation or Bylaws
to provide for payment to an indemnified  person of the expenses of defending an
action as incurred upon receipt of an  undertaking  to repay the amount if it is
ultimately  determined by a court of competent  jurisdiction  that the person is
not entitled to indemnification.

    Section  78.751  also  provides  that to the  extent  a  director,  officer,
employee or agent has been  successful on the merits or otherwise in the defense
of any such action, he must be indemnified by the corporation  against expenses,
including  attorneys' fees,  actually and reasonably incurred in connection with
the defense.

                                       2
<PAGE>

    Article VI, "Indemnification of Directors,  Officers, Employees and Agents",
of the Registrant's  Bylaws provides as follows with respect to  indemnification
of the Registrant's directors, officers, employees and agents:

    Section 1. To the fullest  extent allowed by Nevada law, any director of the
Corporation  shall not be  liable to the  corporation  or its  shareholders  for
monetary  damages  for an act  or  omission  in  the  director's  capacity  as a
director,  except that this Article VI does not eliminate or limit the liability
of a director for:

    (a) an act or omission which  involves  intentional  misconduct,  fraud or a
knowing violation of law; or

    (b) the payment of dividends in violation of N.R.S. 78.300.

    Section 2. The Corporation shall indemnify each director,  officer, employee
and agent,  now or  hereafter  serving the  Corporation,  each former  director,
officer,  employee and agent,  and each person who may now or hereafter serve or
who may have  heretofore  served at the  Corporation's  request  as a  director,
officer,  employee or agent of another corporation or other business enterprise,
and the respective heirs, executors, administrators and personal representatives
of each of them against all expenses  actually  and  reasonably  incurred by, or
imposed upon, him in connection with the defense of any claim,  action,  suit or
proceeding, civil or criminal, against him by reason of his being or having been
such director, officer, employee or agent, except in relation to such matters as
to which  he  shall be  adjudged  by a court  of  competent  jurisdiction  after
exhaustion  of all appeals  therefrom in such action,  suit or  proceeding to be
liable for gross  negligence or willful  misconduct in the  performance of duty.
For purposes hereof, the term "expenses" shall include but not be limited to all
expenses, costs, attorneys' fees, judgements (including adjudications other than
on the merits), fines,  penalties,  arbitration awards, costs of arbitration and
sums paid out and  liabilities  actually and  reasonably  incurred or imposed in
connection  with any suit,  claim,  action or proceeding,  and any settlement or
compromise  thereof  approved  by the  Board of  Directors  as being in the best
interests  of the  Corporation.  However,  in any  case  in  which  there  is no
disinterested majority of the Board of Directors available,  the indemnification
shall be made:  (1) only if the  Corporation  shall be  advised  in  writing  by
counsel that in the opinion of counsel (a) such officer,  director,  employee or
agent  was not  adjudged  or  found  liable  for  gross  negligence  or  willful
misconduct in the  performance  of duty as such director,  officer,  employee or
agent or the indemnification provided is only in connection with such matters as
to which the  person to be  indemnified  was not so  liable,  and in the case of
settlement or compromise,  the same is in the best interests of the Corporation;
and (b)  indemnification  under the circumstances is lawful and falls within the
provisions of these Bylaws;  and (2) only in such amount as counsel shall advise
the Corporation in writing is, in his opinion,  proper. In making or refusing to
make  any  payment  under  this or any  other  provision  of these  Bylaws,  the
Corporation,  its  directors,  officers,  employees  and  agents  shall be fully
protected  if they rely upon the written  opinion of counsel  selected by, or in
the manner  designated by, the Board of Directors.

                                       3
<PAGE>


     Section 3. Expenses incurred in defending a civil or criminal action,  suit
or proceeding may be paid by the Corporation in advance of the final disposition
of such action,  suit or proceeding as authorized by the Board of Directors upon
receipt of an undertaking by or on behalf of the director,  officer, employee or
agent to repay such amount unless it shall  ultimately be determined  that he is
entitled to be indemnified by the Corporation as authorized in these Bylaws.

    Section 4. The  Corporation  may indemnify each person,  though he is not or
was not a director, officer, employee or agent of the Corporation, who served at
the request of the Corporation on a committee  created by the Board of Directors
to consider and report to it in respect of any matter. Any such  indemnification
may be made under the provisions  hereof and shall be subject to the limitations
hereof,  except that (as indicated)  any such  committee  member need not be nor
have been a director, officer, employee or agent of the Corporation.

    Section 5. The  provisions  hereof shall be applicable to actions,  suits or
proceedings  (including  appeals)  commenced after the adoption hereof,  whether
arising  from acts or omissions  to act  occurring  before or after the adoption
hereof.

    Section  6. The  indemnification  provisions  herein  provided  shall not be
deemed exclusive of any other rights to which those  indemnified may be entitled
under any bylaw,  agreement,  vote of stockholders or disinterested directors or
otherwise,  or by law or statute, both as to action in his official capacity and
as to action in another  capacity while holding such office,  and shall continue
as to a person who has ceased to be a director,  officer,  employee or agent and
shall inure to the benefit of the heirs,  executors and administrators of such a
person.

    Section 7. The corporation may purchase and maintain  insurance on behalf of
any  person  who  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,  partnership, joint
venture, trust, or other enterprise,  and persons described in Section 4 of this
Article above, against any liability asserted against him and 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 liability  under
the provisions of these Bylaws.

Item 7. Exemption from Registration Claimed.

    Not applicable.

                                       4

<PAGE>


Item 8. Exhibits.

Exhibit No.                                Description

     4.1       Specimen  Common  Stock  Certificate   (incorporated   herein  by
               reference to Exhibit 4.1 to Registrant's  Registration  Statement
               on Form S-3 dated November 30, 1992).

     4.2       Rights  Agreement  dated as of December 10, 1990,  by and between
               the  Registrant  and  Society  National  Bank,  as  Rights  Agent
               (incorporated  herein by reference  to Exhibit 1 to  Registrant's
               Registration Statement on Form 8-A, dated December 14, 1990).

     4.3       First  Amendment  to the Rights  Agreement,  by and  between  the
               Company and Society National Bank (successor to Ameritrust Texas,
               N.A.),  as Rights  Agent,  dated  January  7, 1994  (incorporated
               herein by reference to Exhibit 3.6 to the Company's Annual Report
               on Form 10-K for the fiscal year ended December 31, 1993).

     4.4       Second  Amendment  to the Rights  Agreement,  by and  between the
               Company and Bank One, Texas N.A.  (successor to Society  National
               Bank), as Rights Agent, dated April 1, 1995 (incorporated  herein
               by reference  to Exhibit 4.7 to the  Company's  Annual  Report on
               Form 10-K for the fiscal year ended December 31, 1995).

     4.5       Third  Amendment  to the Rights  Agreement,  by and  between  the
               Company and Bank One, Texas N.A., as Rights Agent, dated June 16,
               1995  (incorporated  herein by  reference  to Exhibit  4.8 to the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               December 31, 1995).

     4.6       Fourth  Amendment  to the Rights  Agreement,  by and  between the
               Company and American Stock Transfer and Trust Company  (successor
               to Bank One,  Texas N.A.),  as Rights Agent,  dated  September 1,
               1995  (incorporated  hereby  reference  to  Exhibit  4.9  to  the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               December 31, 1995).

     4.7*      Comstock Resources, Inc. Non-Employee Director Retainer Election
               Plan.

     4.8*      Nonstatutory Stock Option Agreement dated as of May 15, 1996 by 
               and between the Company and  Herbert C. Pell, III.

     5.1*      Opinion of Locke Purnell Rain Harrell (A Professional
               Corporation).

    23.1*      Consent of Counsel (Included in Exhibit 5.1).

    23.2*      Consent of Arthur Andersen LLP, Independent Public Accountants.

    24.1*      Power of Attorney (Included on Page 8 of this Registration
               Statement.)

 * Filed herewith.

                                       5

<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 this  registration  statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in this registration statement;

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


        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the information required to be included in a post-effective amendment
        by those  paragraphs  is  contained  in periodic  reports  filed with or
        furnished to the Securities and Exchange Commission, pursuant to Section
        13 or Section  15 (d) of the  Securities  Exchange  Act of 1934 that are
        incorporated by reference in this 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 herein, 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  Company's  annual  report  pursuant to Section  13(a) or Section
        15(d) of the  Securities  Exchange Act of 1934 that is  incorporated  by
        reference  in this  registration  statement  shall be deemed to be a new
        registration  statement  relating to the securities  offered herein, 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  (the  "Act")  may be  permitted  to  directors,
        officers  and  controlling  persons  of  the  Company  pursuant  to  the

                                       6

<PAGE>

        foregoing provisions, or otherwise, the Company 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 the  payment by the  Company of
        expenses incurred or paid by a director,  officer or controlling  person
        of the  Company  in  the  successful  defense  of any  action,  suit  or
        proceeding) is asserted by such director,  officer or controlling person
        in connection with the securities  being  registered,  the Company will,
        unless in the  opinion of its  counsel  the  matter has been  settled by
        controlling precedent, submit to a court of appropriate jurisdiction the
        question whether such  indemnification by it is against public policy as
        expressed in the Act and will be governed by the final  adjudication  of
        such issue.

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 Dallas, State of Texas, on January 31, 1997.

                                   COMSTOCK RESOURCES, INC.

                                   By:   /s/ M. JAY ALLISON
                                   M. Jay Allison
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)









                                      7

<PAGE>


                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints M. Jay Allison and Roland O. Burns,  each
his true and lawful  attorney-in-fact and agent, with full power of substitution
and  resubstitution,  for him and in his name,  place and stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission and any state or other securities  authority,  granting unto
each said  attorney-in-fact and agent full power and authority to do and perform
each and every act in person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents,  or either of them or their 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,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


        Signature                     Title                           Date

/s/ M. JAY ALLISON        President, Chief Executive Officer,  January 31, 1997
    M. Jay Allison          and Director (Principal Executive
                            Officer)

/s/ ROLAND O. BURNS       Senior Vice President, Chief         January 31, 1997
    Roland O. Burns         Financial Officer, Secretary,
                            and Treasurer (Principal Financial
                            and Accounting Officer)

/s/ HAROLD R. LOGAN       Chairman of the Board of Directors   January 31, 1997
    Harold R. Logan

/s/ RICHARD S. HICKOK     Director                             January 31, 1997
    Richard S. Hickok

/s/ FRANKLIN B. LEONARD   Director                             January 31, 1997
    Franklin B. Leonard

/s/ CECIL E. MARTIN, JR.  Director                             January 31, 1997
    Cecil E. Martin, Jr.

/s/ DAVID W. SLEDGE       Director                             January 31, 1997
    David W. Sledge

                                       8
<PAGE>

                                INDEX TO EXHIBITS

   Exhibit
     No.                          Description                        Page

     4.1            Specimen     Common     Stock     Certificate
                    (incorporated  herein by reference to Exhibit
                    4.1 to Registrant's Registration Statement on
                    Form S -3 dated November 30, 1992).

     4.2            Rights  Agreement  dated as of  December  10,
                    1990,  by  and  between  the  Registrant  and
                    Society   National   Bank,  as  Rights  Agent
                    (incorporated  herein by reference to Exhibit
                    1 to Registrant's  Registration  Statement on
                    Form 8 -A, dated December 14, 1990).

    4.3             First Amendment to the Rights  Agreement,  by
                    and between the Company and Society  National
                    Bank (successor to Ameritrust  Texas,  N.A.),
                    as  Rights  Agent,   dated  January  7,  1994
                    (incorporated  herein by reference to Exhibit
                    3.6 to the Company's Annual Report on Form 10
                    -K for the  fiscal  year ended  December  31,
                    1993).

    4.4             Second Amendment to the Rights Agreement,  by
                    and between  the Company and Bank One,  Texas
                    N.A. (successor to Society National Bank), as
                    Rights    Agent,    dated   April   1,   1995
                    (incorporated  by reference to Exhibit 4.7 to
                    the Company's Annual Report on Form 10 -K for
                    the fiscal year ended December 31, 1995).

     4.5            Third Amendment to the Rights  Agreement,  by
                    and between  the Company and Bank One,  Texas
                    N.A.,  as Rights  Agent,  dated June 16, 1995
                    (incorporated  herein by reference to Exhibit
                    4.8 to the Company's Annual Report on Form 10
                    -K for the  fiscal  year ended  December  31,
                    1995).

     4.6            Fourth Amendment to the Rights Agreement,  by
                    and between the  Company and  American  Stock
                    Transfer and Trust Company (successor to Bank
                    One,  Texas  N.A.),  as Rights  Agent,  dated
                    September   1,  1995   (incorporated   hereby
                    reference  to  Exhibit  4.9 to the  Company's
                    Annual  Report  on Form 10 -K for the  fiscal
                    year ended December 31, 1995).

     4.7  *         Comstock   Resources,   Inc.  Non  - Employee     E-2
                    Director Retainter Election Plan.

     4.8 *          Nonstatutory  Stock Option Agreement dated as     E-5
                    of May 15,  1996 by and  between  the Company
                    and Herbert C. Pell, III.

     5.1  *         Opinion  of Locke  Purnell  Rain  Harrell  (A     E-10
                    Professional Corporation).


    23.1  *         Consent of Counsel (Included in Exhibit 5.1).

    23.2  *         Consent of Arthur  Andersen LLP,  Independent     E-12
                    Public Accountants.

    24.1  *         Power of Attorney (Included on Page 8 of this
                    Registration Statement.)

                                       E-1
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{"company-data": {"conformed-name": "COMSTOCK RESOURCES INC", "cik": "0000023194", "assigned-sic": "1311", "irs-number": "941667468", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20981", "film-number": "97516764"}, "business-address": {"street1": "5005 LBJ FRWY STE 1000", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "2147012000"}, "mail-address": {"street1": "5005 LBJ FREEWAY", "street2": "STE 1000", "city": "DALLAS", "state": "TX", "zip": "75244"}, "former-company": {"former-conformed-name": "COMSTOCK TUNNEL & DRAINAGE CO", "date-changed": "19880121"}}
As filed with the Securities and Exchange Commission on January 31, 1997
                                                                      No. 33-

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

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

                                   ----------

                            COMSTOCK RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

            NEVADA                                           94-1667468
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification Number)

    5005 LBJ Freeway                                      M. Jay Allison
       Suite 1000                          President and Chief Executive Officer
  Dallas, Texas  75244                              5005 LBJ Freeway, Suite 1000
      (972) 701-2000                                   Dallas, Texas  75244
(Address, including zip code, and                         (972) 701-2000
telephone number, including area code           (Name, Address, including zip
of Registrant's principal executive        code, and telephone number, including
offices)                                        area code, of agent for service)

     Comstock Resources, Inc. Non-employee Director Retainer Election Plan/
                     Options Granted to a Retiring Director
                              (Full title of plan)

                                   Copies to:
                                Guy H. Kerr, Esq.
                           Locke Purnell Rain Harrell
                          2200 Ross Avenue, Suite 2200
                               Dallas, Texas 75201
                                 (214) 740-8000
                              --------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                                       Proposed
                                       Proposed        Maximum
                          Amount        Maximum       Aggregate
Title of Securities       to be     Offering Price    Offering       Amount of
 to be Registered       Registered   Per Share (1)   Price (1)  Registration Fee
================================================================================
Common Stock, par
value $.50 per share...  120,000      $12.75        $1,530,000      $ 464.00
================================================================================
(1)    Based upon closing  sales price of a share of common stock of Comstock
       Resources,  Inc.  on January  31, 1997 as quoted on the New York Stock
       Exchange.
                              --------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  information  specified  by Item 1 and  Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933 (the "Securities  Act") and the introductory Note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Information by Reference

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

1. The Company's Annual Report on Form 10-K for the year ended December 31,1995.
2. The Company's  Proxy Statement dated April 17, 1996, in connection with
   the Annual Meeting of Stockholders of the Company held on May 15, 1996.
3. The Company's Current Report on Form 8-K dated May 1, 1996.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
   1996.
5. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
   1996.
6. The Company's Quarterly Report on Form 10-Q for the quarter ended September
   30, 1996.
7. The  description of the Company's  common stock,  $.50 par value,  which is
   contained  in the  Company's  Registration  Statement  on Form 10 filed with
   the Commission on August 14, 1945  (Commission  file No. 1-3262) pursuant to
   Section 12 of the Exchange Act and all  amendments  thereto and reports which
   have been filed for the purpose of updating such  description,  including the
   Form 8 filed with the Commission on October 28, 1991.
8. The Company's Registration Statement on Form 8-A dated December 14, 1990, as
   amended by Form 8 dated December 21, 1990 and Form 8 dated February 25, 1991.

                                       1
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

    Section 78.751 of the Nevada General  Corporation  Law permits a corporation
to indemnify any person who was, or is, or is threatened to be made a party in a
completed,   pending  or  threatened   proceeding,   whether  civil,   criminal,
administrative  or  investigative  (except  an  action by or in the right of the
corporation),  by reason of being or having been an officer, director,  employee
or agent of the  corporation or serving in certain  capacities at the request of
the corporation.  Indemnification may include attorneys' fees, judgments,  fines
and amounts paid in settlement.  The person to be indemnified must have 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, such
person must have had no reasonable cause to believe his conduct was unlawful.

    With   respect  to   actions  by  or  in  the  right  of  the   corporation,
indemnification  may not be made for any claim, issue or matter as to which such
a person has been finally  adjudged by a court of competent  jurisdiction  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 the action was brought or
other court of competent  jurisdiction  determines upon application that in view
of all circumstances  the person is fairly and reasonably  entitled to indemnity
for such expenses as the court deems proper.

    Unless  indemnification  is ordered  by a court,  the  determination  to pay
indemnification must be made by the stockholders, by a majority vote of a quorum
of the  Board  of  Directors  who  were  not  parties  to the  action,  suit  or
proceeding,  or in  certain  circumstances  by  independent  legal  counsel in a
written opinion.  Section 78.751 permits the Articles of Incorporation or Bylaws
to provide for payment to an indemnified  person of the expenses of defending an
action as incurred upon receipt of an  undertaking  to repay the amount if it is
ultimately  determined by a court of competent  jurisdiction  that the person is
not entitled to indemnification.

    Section  78.751  also  provides  that to the  extent  a  director,  officer,
employee or agent has been  successful on the merits or otherwise in the defense
of any such action, he must be indemnified by the corporation  against expenses,
including  attorneys' fees,  actually and reasonably incurred in connection with
the defense.

                                       2
Article VI, "Indemnification of Directors,  Officers, Employees and Agents",
of the Registrant's  Bylaws provides as follows with respect to  indemnification
of the Registrant's directors, officers, employees and agents:

    Section 1. To the fullest  extent allowed by Nevada law, any director of the
Corporation  shall not be  liable to the  corporation  or its  shareholders  for
monetary  damages  for an act  or  omission  in  the  director's  capacity  as a
director,  except that this Article VI does not eliminate or limit the liability
of a director for:

    (a) an act or omission which  involves  intentional  misconduct,  fraud or a
knowing violation of law; or

    (b) the payment of dividends in violation of N.R.S. 78.300.

    Section 2. The Corporation shall indemnify each director,  officer, employee
and agent,  now or  hereafter  serving the  Corporation,  each former  director,
officer,  employee and agent,  and each person who may now or hereafter serve or
who may have  heretofore  served at the  Corporation's  request  as a  director,
officer,  employee or agent of another corporation or other business enterprise,
and the respective heirs, executors, administrators and personal representatives
of each of them against all expenses  actually  and  reasonably  incurred by, or
imposed upon, him in connection with the defense of any claim,  action,  suit or
proceeding, civil or criminal, against him by reason of his being or having been
such director, officer, employee or agent, except in relation to such matters as
to which  he  shall be  adjudged  by a court  of  competent  jurisdiction  after
exhaustion  of all appeals  therefrom in such action,  suit or  proceeding to be
liable for gross  negligence or willful  misconduct in the  performance of duty.
For purposes hereof, the term "expenses" shall include but not be limited to all
expenses, costs, attorneys' fees, judgements (including adjudications other than
on the merits), fines,  penalties,  arbitration awards, costs of arbitration and
sums paid out and  liabilities  actually and  reasonably  incurred or imposed in
connection  with any suit,  claim,  action or proceeding,  and any settlement or
compromise  thereof  approved  by the  Board of  Directors  as being in the best
interests  of the  Corporation.  However,  in any  case  in  which  there  is no
disinterested majority of the Board of Directors available,  the indemnification
shall be made:  (1) only if the  Corporation  shall be  advised  in  writing  by
counsel that in the opinion of counsel (a) such officer,  director,  employee or
agent  was not  adjudged  or  found  liable  for  gross  negligence  or  willful
misconduct in the  performance  of duty as such director,  officer,  employee or
agent or the indemnification provided is only in connection with such matters as
to which the  person to be  indemnified  was not so  liable,  and in the case of
settlement or compromise,  the same is in the best interests of the Corporation;
and (b)  indemnification  under the circumstances is lawful and falls within the
provisions of these Bylaws;  and (2) only in such amount as counsel shall advise
the Corporation in writing is, in his opinion,  proper. In making or refusing to
make  any  payment  under  this or any  other  provision  of these  Bylaws,  the
Corporation,  its  directors,  officers,  employees  and  agents  shall be fully
protected  if they rely upon the written  opinion of counsel  selected by, or in
the manner  designated by, the Board of Directors.

                                       3
Section 3. Expenses incurred in defending a civil or criminal action,  suit
or proceeding may be paid by the Corporation in advance of the final disposition
of such action,  suit or proceeding as authorized by the Board of Directors upon
receipt of an undertaking by or on behalf of the director,  officer, employee or
agent to repay such amount unless it shall  ultimately be determined  that he is
entitled to be indemnified by the Corporation as authorized in these Bylaws.

    Section 4. The  Corporation  may indemnify each person,  though he is not or
was not a director, officer, employee or agent of the Corporation, who served at
the request of the Corporation on a committee  created by the Board of Directors
to consider and report to it in respect of any matter. Any such  indemnification
may be made under the provisions  hereof and shall be subject to the limitations
hereof,  except that (as indicated)  any such  committee  member need not be nor
have been a director, officer, employee or agent of the Corporation.

    Section 5. The  provisions  hereof shall be applicable to actions,  suits or
proceedings  (including  appeals)  commenced after the adoption hereof,  whether
arising  from acts or omissions  to act  occurring  before or after the adoption
hereof.

    Section  6. The  indemnification  provisions  herein  provided  shall not be
deemed exclusive of any other rights to which those  indemnified may be entitled
under any bylaw,  agreement,  vote of stockholders or disinterested directors or
otherwise,  or by law or statute, both as to action in his official capacity and
as to action in another  capacity while holding such office,  and shall continue
as to a person who has ceased to be a director,  officer,  employee or agent and
shall inure to the benefit of the heirs,  executors and administrators of such a
person.

    Section 7. The corporation may purchase and maintain  insurance on behalf of
any  person  who  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,  partnership, joint
venture, trust, or other enterprise,  and persons described in Section 4 of this
Article above, against any liability asserted against him and 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 liability  under
the provisions of these Bylaws.

Item 7. Exemption from Registration Claimed.

    Not applicable.

                                       4
Item 8. Exhibits.

Exhibit No.                                Description

     4.1       Specimen  Common  Stock  Certificate   (incorporated   herein  by
               reference to Exhibit 4.1 to Registrant's  Registration  Statement
               on Form S-3 dated November 30, 1992).

     4.2       Rights  Agreement  dated as of December 10, 1990,  by and between
               the  Registrant  and  Society  National  Bank,  as  Rights  Agent
               (incorporated  herein by reference  to Exhibit 1 to  Registrant's
               Registration Statement on Form 8-A, dated December 14, 1990).

     4.3       First  Amendment  to the Rights  Agreement,  by and  between  the
               Company and Society National Bank (successor to Ameritrust Texas,
               N.A.),  as Rights  Agent,  dated  January  7, 1994  (incorporated
               herein by reference to Exhibit 3.6 to the Company's Annual Report
               on Form 10-K for the fiscal year ended December 31, 1993).

     4.4       Second  Amendment  to the Rights  Agreement,  by and  between the
               Company and Bank One, Texas N.A.  (successor to Society  National
               Bank), as Rights Agent, dated April 1, 1995 (incorporated  herein
               by reference  to Exhibit 4.7 to the  Company's  Annual  Report on
               Form 10-K for the fiscal year ended December 31, 1995).

     4.5       Third  Amendment  to the Rights  Agreement,  by and  between  the
               Company and Bank One, Texas N.A., as Rights Agent, dated June 16,
               1995  (incorporated  herein by  reference  to Exhibit  4.8 to the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               December 31, 1995).

     4.6       Fourth  Amendment  to the Rights  Agreement,  by and  between the
               Company and American Stock Transfer and Trust Company  (successor
               to Bank One,  Texas N.A.),  as Rights Agent,  dated  September 1,
               1995  (incorporated  hereby  reference  to  Exhibit  4.9  to  the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               December 31, 1995).

     4.7*      Comstock Resources, Inc. Non-Employee Director Retainer Election
               Plan.

     4.8*      Nonstatutory Stock Option Agreement dated as of May 15, 1996 by 
               and between the Company and  Herbert C. Pell, III.

     5.1*      Opinion of Locke Purnell Rain Harrell (A Professional
               Corporation).

    23.1*      Consent of Counsel (Included in Exhibit 5.1).

    23.2*      Consent of Arthur Andersen LLP, Independent Public Accountants.

    24.1*      Power of Attorney (Included on Page 8 of this Registration
               Statement.)

 * Filed herewith.

                                       5
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 this  registration  statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in this registration statement;

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

        Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the information required to be included in a post-effective amendment
        by those  paragraphs  is  contained  in periodic  reports  filed with or
        furnished to the Securities and Exchange Commission, pursuant to Section
        13 or Section  15 (d) of the  Securities  Exchange  Act of 1934 that are
        incorporated by reference in this 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 herein, 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  Company's  annual  report  pursuant to Section  13(a) or Section
        15(d) of the  Securities  Exchange Act of 1934 that is  incorporated  by
        reference  in this  registration  statement  shall be deemed to be a new
        registration  statement  relating to the securities  offered herein, 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  (the  "Act")  may be  permitted  to  directors,
        officers  and  controlling  persons  of  the  Company  pursuant  to  the

                                       6
foregoing provisions, or otherwise, the Company 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 the  payment by the  Company of
        expenses incurred or paid by a director,  officer or controlling  person
        of the  Company  in  the  successful  defense  of any  action,  suit  or
        proceeding) is asserted by such director,  officer or controlling person
        in connection with the securities  being  registered,  the Company will,
        unless in the  opinion of its  counsel  the  matter has been  settled by
        controlling precedent, submit to a court of appropriate jurisdiction the
        question whether such  indemnification by it is against public policy as
        expressed in the Act and will be governed by the final  adjudication  of
        such issue.

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 Dallas, State of Texas, on January 31, 1997.

                                   COMSTOCK RESOURCES, INC.

                                   By:   /s/ M. JAY ALLISON
                                   M. Jay Allison
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)

                                      7
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes and appoints M. Jay Allison and Roland O. Burns,  each
his true and lawful  attorney-in-fact and agent, with full power of substitution
and  resubstitution,  for him and in his name,  place and stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission and any state or other securities  authority,  granting unto
each said  attorney-in-fact and agent full power and authority to do and perform
each and every act in person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents,  or either of them or their 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,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                     Title                           Date

/s/ M. JAY ALLISON        President, Chief Executive Officer,  January 31, 1997
    M. Jay Allison          and Director (Principal Executive
                            Officer)

/s/ ROLAND O. BURNS       Senior Vice President, Chief         January 31, 1997
    Roland O. Burns         Financial Officer, Secretary,
                            and Treasurer (Principal Financial
                            and Accounting Officer)

/s/ HAROLD R. LOGAN       Chairman of the Board of Directors   January 31, 1997
    Harold R. Logan

/s/ RICHARD S. HICKOK     Director                             January 31, 1997
    Richard S. Hickok

/s/ FRANKLIN B. LEONARD   Director                             January 31, 1997
    Franklin B. Leonard

/s/ CECIL E. MARTIN, JR.  Director                             January 31, 1997
    Cecil E. Martin, Jr.

/s/ DAVID W. SLEDGE       Director                             January 31, 1997
    David W. Sledge

                                       8
INDEX TO EXHIBITS

   Exhibit
     No.                          Description                        Page

     4.1            Specimen     Common     Stock     Certificate
                    (incorporated  herein by reference to Exhibit
                    4.1 to Registrant's Registration Statement on
                    Form S -3 dated November 30, 1992).

     4.2            Rights  Agreement  dated as of  December  10,
                    1990,  by  and  between  the  Registrant  and
                    Society   National   Bank,  as  Rights  Agent
                    (incorporated  herein by reference to Exhibit
                    1 to Registrant's  Registration  Statement on
                    Form 8 -A, dated December 14, 1990).

    4.3             First Amendment to the Rights  Agreement,  by
                    and between the Company and Society  National
                    Bank (successor to Ameritrust  Texas,  N.A.),
                    as  Rights  Agent,   dated  January  7,  1994
                    (incorporated  herein by reference to Exhibit
                    3.6 to the Company's Annual Report on Form 10
                    -K for the  fiscal  year ended  December  31,
                    1993).

    4.4             Second Amendment to the Rights Agreement,  by
                    and between  the Company and Bank One,  Texas
                    N.A. (successor to Society National Bank), as
                    Rights    Agent,    dated   April   1,   1995
                    (incorporated  by reference to Exhibit 4.7 to
                    the Company's Annual Report on Form 10 -K for
                    the fiscal year ended December 31, 1995).

     4.5            Third Amendment to the Rights  Agreement,  by
                    and between  the Company and Bank One,  Texas
                    N.A.,  as Rights  Agent,  dated June 16, 1995
                    (incorporated  herein by reference to Exhibit
                    4.8 to the Company's Annual Report on Form 10
                    -K for the  fiscal  year ended  December  31,
                    1995).

     4.6            Fourth Amendment to the Rights Agreement,  by
                    and between the  Company and  American  Stock
                    Transfer and Trust Company (successor to Bank
                    One,  Texas  N.A.),  as Rights  Agent,  dated
                    September   1,  1995   (incorporated   hereby
                    reference  to  Exhibit  4.9 to the  Company's
                    Annual  Report  on Form 10 -K for the  fiscal
                    year ended December 31, 1995).

     4.7  *         Comstock   Resources,   Inc.  Non  - Employee     E-2
                    Director Retainter Election Plan.

     4.8 *          Nonstatutory  Stock Option Agreement dated as     E-5
                    of May 15,  1996 by and  between  the Company
                    and Herbert C. Pell, III.

     5.1  *         Opinion  of Locke  Purnell  Rain  Harrell  (A     E-10
                    Professional Corporation).

    23.1  *         Consent of Counsel (Included in Exhibit 5.1).

    23.2  *         Consent of Arthur  Andersen LLP,  Independent     E-12
                    Public Accountants.

    24.1  *         Power of Attorney (Included on Page 8 of this
                    Registration Statement.)

                                       E-1