As filed with the Securities and Exchange Commission on April 12, 1996
                                                             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
         (214) 701-2000                             Dallas, Texas  75244
(Address, including zip code, and                      (214) 701-2000
telephone number, including area code of     (Name, Address, including zip code
Registrant's principal executive offices)      and telephone number, including
                                              area code, of agent for service)

      Comstock Resources, Inc. Non-employee Director Retainer Election Plan
                              (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 Price    Amount of
 to be Registered    Registered  Per Share (1)       (1)        Registration Fee
- --------------------------------------------------------------------------------
Common Stock, par
value $.50 per share   27,815      $5.1875         $144,290          $100.00(2)
================================================================================
(1)  Based  upon  closing  sales  price of a share of common  stock of  Comstock
     Resources, Inc. on April 10, 1996 as quoted on the Nasdaq National Market.
(2)  Fee paid represents  minimum  statutory fee pursuant to Section 6(b) of the
     Securities Act of 1933.
                              --------------------

<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 25, 1995, in connection with
          the Annual  Meeting of  Stockholders  of the  Company  held on May 23,
          1995.
     3.   The Company's Current Report on Form 8-K dated January 22, 1996.
     4.   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.
     5.   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.
Item 4.  Description of Securites.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                1

<PAGE>



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.

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 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 information required to be included in a post-effective amendment
        by those  paragraphs  is  contained  in  periodic  reports  filed by the
        Company  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  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 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 (the "Act") may be  permitted  to  directors,  officers  and
        controlling persons of the Company pursuant to the foregoing provisions,
        or otherwise, the registrant has been advised that in

                                        6

<PAGE>


        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  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,  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 Dallas, State of Texas, on April 11, 1996.

                                    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,    April 11, 1996
    M. Jay Allison         and Director (Principal Executive
                           Officer)

/s/ ROLAND O. BURNS       Senior Vice President, Chief           April 11, 1996
    Roland O. Burns        Financial Officer, Secretary,
                           and Treasurer (Principal Financial
                           and Accounting Officer)

/s/ HAROLD R. LOGAN       Chairman of the Board of Directors     April 11, 1996
    Harold R. Logan

/s/ RICHARD S. HICKOK     Director                               April 11, 1996
    Richard S. Hickok

/s/ FRANKLIN B. LEONARD   Director                               April 11, 1996
    Franklin B. Leonard

/s/ CECIL E. MARTIN, JR.  Director                               April 11, 1996
    Cecil E. Martin, Jr.

/s/ HERBERT C. PELL, III  Director                               April 11, 1996
    Herbert C. Pell, III

                                        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  Director
          Retainter Election Plan.                                    E-2

     5.1* Opinion of Locke Purnell Rain Harrell (A
          Professional Corporation).                                  E-5

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


    23.2* Consent of Arthur Andersen LLP, Independent
          Public Accountants.                                         E-8

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



                            E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26985}]
{"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": "333-02457", "film-number": "96546480"}, "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 April 12, 1996
                                                             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
         (214) 701-2000                             Dallas, Texas  75244
(Address, including zip code, and                      (214) 701-2000
telephone number, including area code of     (Name, Address, including zip code
Registrant's principal executive offices)      and telephone number, including
                                              area code, of agent for service)

      Comstock Resources, Inc. Non-employee Director Retainer Election Plan
                              (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 Price    Amount of
 to be Registered    Registered  Per Share (1)       (1)        Registration Fee
- --------------------------------------------------------------------------------
Common Stock, par
value $.50 per share   27,815      $5.1875         $144,290          $100.00(2)
================================================================================
(1)  Based  upon  closing  sales  price of a share of common  stock of  Comstock
     Resources, Inc. on April 10, 1996 as quoted on the Nasdaq National Market.
(2)  Fee paid represents  minimum  statutory fee pursuant to Section 6(b) of the
     Securities Act of 1933.
                              --------------------
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 25, 1995, in connection with
          the Annual  Meeting of  Stockholders  of the  Company  held on May 23,
          1995.
     3.   The Company's Current Report on Form 8-K dated January 22, 1996.
     4.   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.
     5.   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.
Item 4.  Description of Securites.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                1
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.

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 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 information required to be included in a post-effective amendment
        by those  paragraphs  is  contained  in  periodic  reports  filed by the
        Company  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  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 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 (the "Act") may be  permitted  to  directors,  officers  and
        controlling persons of the Company pursuant to the foregoing provisions,
        or otherwise, the registrant has been advised that in

                                        6
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  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,  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 Dallas, State of Texas, on April 11, 1996.

                                    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,    April 11, 1996
    M. Jay Allison         and Director (Principal Executive
                           Officer)

/s/ ROLAND O. BURNS       Senior Vice President, Chief           April 11, 1996
    Roland O. Burns        Financial Officer, Secretary,
                           and Treasurer (Principal Financial
                           and Accounting Officer)

/s/ HAROLD R. LOGAN       Chairman of the Board of Directors     April 11, 1996
    Harold R. Logan

/s/ RICHARD S. HICKOK     Director                               April 11, 1996
    Richard S. Hickok

/s/ FRANKLIN B. LEONARD   Director                               April 11, 1996
    Franklin B. Leonard

/s/ CECIL E. MARTIN, JR.  Director                               April 11, 1996
    Cecil E. Martin, Jr.

/s/ HERBERT C. PELL, III  Director                               April 11, 1996
    Herbert C. Pell, III

                                        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  Director
          Retainter Election Plan.                                    E-2

     5.1* Opinion of Locke Purnell Rain Harrell (A
          Professional Corporation).                                  E-5

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

    23.2* Consent of Arthur Andersen LLP, Independent
          Public Accountants.                                         E-8

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

                            E-1