As filed with the Securities and Exchange Commission on May 12, 2000
                                                    Registration No. 333-


                UNITED STATES 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)


5300 Town and Country Blvd., Suite 500                 M. Jay Allison
      Frisco, Texas 75034                  President and Chief Executive Officer
       (972) 668-8800                     5300 Town and Country Blvd., Suite 500
 (Address, including zip code, and                   Frisco, Texas  75034
telephone number, including area code,                 (972) 668-8800
      of Registrant's principal               (Name, Address, including zip code
        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
                                Jack E. Jacobsen
                            Locke Liddell & Sapp LLP
                          2200 Ross Avenue, Suite 2200
                               Dallas, Texas 75201
                                 (214) 740-8000


                         CALCULATION OF REGISTRATION FEE


                                    Proposed      Proposed
 Title of Each Class    Amount      Maximum       Maximum
  of Securities          to be   Offering Price   Aggregate        Amount of
 to be Registered     Registered  Per Share(1)  Offering Price  Registration Fee
================================================================================
Common Stock,
 $.50 par value...... 2,500,000   $6.0625       $15,156,250        $4,001.00
Preferred Stock
 Purchase Rights.....   (2)         (2)              (2)             (2)
================================================================================
(1)  Estimated  solely for the purpose of calculating the registration fee based
     upon  closing  sales  price of a share of common  stock on May 10,  2000 as
     quoted on the New York Stock Exchange.
(2)  There are hereby  registered  Preferred Stock Purchase  Rights  ("Rights"),
     which  Rights (i) are related to shares of common stock in the ratio of one
     Right to one share,  (ii) are not  evidenced by separate  certificates  and
     (iii) may not be transferred  except upon transfer of the related shares of
     common  stock.  The value  attributable  to the Rights is  reflected in the
     market  value of the  related  shares of common  stock and  therefore,  the
     inclusion of the Rights does not increase  the  proposed  maximum  offering
     price  under  this  Registration  Statement.  Consequently,  no  additional
     registration fee is payable for the registration of the Rights.


                                        1

<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 Documents by Reference

     The SEC  allows us to  "incorporate  by  reference"  into  this  prospectus
information  we file with the SEC in other  documents.  This  means  that we can
disclose  important  information to you by referring to other  documents that we
file with the SEC. The information may include documents filed after the date of
this  prospectus  which update and  supersede the  information  you read in this
prospectus.  We incorporate by reference the documents  listed below,  except to
the extent  information  in those  documents is different  from the  information
contained in this prospectus,  and all future documents filed by us with the SEC
under Section 13(a),  13(c), 14, or 15(d) of the Exchange Act until the offering
of these shares is terminated: (1) Annual Report on Form 10-K for the year ended
December  31,  1999,  the (2) Proxy  Statement  dated April 4, 2000 for the 2000
Annual Meeting of Stockholders and the (3) Quarterly Report on Form 10-Q for the
three months ended March 31, 2000.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by  reference  in  this  prospectus   shall  be  deemed  modified,
superseded  or replaced  for  purposes of this  prospectus  to the extent that a
statement  contained in this  prospectus or in any  subsequently  filed document
that also is or is deemed to be  incorporated  by reference  in this  prospectus
modifies,  supersedes  or replaces  such  statement.  Any statement so modified,
superseded or replaced shall not be deemed, except as so modified, superseded or
replaced, to constitute a part of this prospectus.

     We will provide  without  charge to each person,  including any  beneficial
owner,  to whom a copy of this  prospectus  is  delivered,  upon  such  person's
written or oral request, a copy of any or all of the information incorporated by
reference in this prospectus (other than exhibits to such documents, unless such
exhibits are  specifically  incorporated by reference into the information  that
this  prospectus   incorporates).   Requests  should  be  directed  to  Comstock
Resources,  Inc., 5300 Town and County Blvd.,  Suite 500,  Frisco,  Texas 75034,
Attention:  Roland O.  Burns,  Senior Vice  President,  telephone  number  (972)
668-8800.

     Item 4. Description of Securities

     Not Applicable

     Item 5. Interests of Named Experts and Counsel.

     Not Applicable

                                        2

<PAGE>



     Item 6. Indemnification of Directors and Officers

Section  78.7502 of the General  Corporation Law of Nevada 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 of the General Corporation law of Nevada 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 78.7502 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.

Article VI, "Indemnification of Directors,  Officers,  Employees and Agents", of
the Company's Bylaws provides as follows with respect to  indemnification of the
Company'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,

                                        3

<PAGE>


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.

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.


                                        4

<PAGE>



     Item 7. Exemption from Registration Claimed

     Not Applicable

     Item 8. Exhibits.

Exhibit
   No.                             Description
--------- ----------------------------------------------------------------------
 4.1*     Specimen Stock Certificate.

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

 4.2(b)   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
          year ended December 31, 1993).

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

 4.2(d)   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  by  reference  to Exhibit 4.8 to the  Company's  Annual
          Report on Form 10-K for the year ended December 31, 1995).

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

 4.2(f)   Fifth  Amendment to the Rights  Agreement,  by and between the Company
          and American  Stock  Transfer & Trust  Company,  as Rights Agent dated
          April 29,  1999  (incorporated  by  reference  to  Exhibit  4.2 to the
          Company's Current Report on Form 8-K dated April 29, 1999).

 5.1 *    Opinion of Locke Liddell & Sapp LLP.

10.1      Comstock  Resources,  Inc. 1999 Long-term Incentive Plan (incorporated
          herein by reference to Exhibit 10.1 to the Company's  Quarterly Report
          on Form 10-Q for the quarter ended June 30, 1999).

10.2      Form of Nonqualified  Stock Option  Agreement  between the Company and
          certain officers and directors of the Company  (incorporated herein by
          reference to Exhibit 10.2 to the  Company's  Quarterly  Report on Form
          10-Q for the year ended June 30, 1999).

                                        5

<PAGE>


Exhibit
   No.                             Description
--------- ----------------------------------------------------------------------

10.3      Form of  Restricted  Stock  Agreement  between the Company and certain
          officers of the Company  (incorporated  herein by reference to Exhibit
          10.3 to the  Company's  Quarterly  Report on Form 10-Q for the quarter
          ended June 30, 1999).

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

23.2 *    Consent of Independent Public Accountants.

23.3 *    Acknowledgment Letter of Independent Public Accountants.

24.1 *    Power of Attorney (Included on the Signature Page of the Prospectus).

-----------------
* Filed herewith.

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 Exchange  Act 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.


                                        6

<PAGE>



(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Company  pursuant  to the  foregoing  provisions,  or  otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act of 1933 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  Securities Act of 1933 and will
     be governed by the final adjudication of such issue.

                                        7

<PAGE>






                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Frisco of Texas, on May 12, 2000.

                                     COMSTOCK RESOURCES, INC.
                                     By:   /s/ M. JAY ALLISON
                                           ------------------
                                           M. Jay Allison
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)


                                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 any registration  statement related to the
offering  contemplated  by this  registration  statement that is to be effective
upon filing  pursuant to Rule 462(b) under the  Securities  Act of 1933,  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,       May 12, 2000
----------------------    Director (Principal Executive Officer)
M. Jay Allison

/s/ ROLAND O. BURNS       Senior Vice President, Chief Financial    May 12, 2000
----------------------    Officer, Director (Principal Financial
Roland O. Burns           and Accounting Officer)

/s/ RICHARD S. HICKOK     Director                                  May 12, 2000
----------------------
Richard S. Hickok

/s/ FRANKLIN B. LEONARD   Director                                  May 12, 2000
----------------------
Franklin B. Leonard

/s/ CECIL E. MARTIN, JR.  Director                                  May 12, 2000
----------------------
Cecil E. Martin, Jr.

/s/ DAVID W. SLEDGE       Director                                  May 12, 2000
----------------------
David W. Sledge

                                        8

<PAGE>



                                INDEX TO EXHIBITS

Exhibit
   No.                    Exhibit                                           Page
--------  -------------------------------------------------------         ------
 4.1*     Specimen Stock Certificate. E-2

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

 4.2(b)   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
          year ended December 31, 1993).

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

 4.2(d)   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  by  reference  to
          Exhibit 4.8 to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1995).

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

 4.2(f)   Fifth Amendment to the Rights Agreement, by and between
          the  Company  and  American   Stock  Transfer  &  Trust
          Company,   as  Rights   Agent   dated  April  29,  1999
          (incorporated  by  reference  to  Exhibit  4.2  to  the
          Company's  Current  Report on Form 8-K dated  April 29,
          1999).

 5.1 *    Opinion of Locke Liddell & Sapp LLP.                              E-5

10.1      Comstock Resources,  Inc. 1999 Long-term Incentive Plan
          (incorporated  herein by  reference  to Exhibit 10.1 to
          the  Company's  Quarterly  Report  on Form 10-Q for the
          quarter ended June 30, 1999).

                               E-1

<PAGE>


Exhibit
   No.                    Exhibit                                           Page
--------  -------------------------------------------------------         ------
10.2      Form of Nonqualified Stock Option Agreement between the
          Company  and  certain  officers  and  directors  of the
          Company  (incorporated  herein by  reference to Exhibit
          10.2 to the Company's Quarterly Report on Form 10-Q for
          the year ended June 30, 1999).

10.3      Form of Restricted Stock Agreement  between the Company
          and  certain  officers  of  the  Company  (incorporated
          herein by reference  to Exhibit  10.3 to the  Company's
          Quarterly  Report  on Form 10-Q for the  quarter  ended
          June 30, 1999).

23.1      Consent of Counsel (Included in Exhibit 5.1).

23.2 *    Consent of Independent Public Accountants.                        E-6

23.3 *    Acknowledgment Letter of Independent Public Accountants.          E-7

24.1 *    Power of Attorney (Included on the Signature Page of the
          Prospectus).

------------
*     Filed herewith.

                               E-2
[{"type": "S-8", "sequence": "1", "description": "1999 LONG-TERM INCENTIVE PLAN", "secsgml_size_bytes": 30268}]
{"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": "333-36854", "film-number": "627936"}, "business-address": {"street1": "5300 TOWN AND COUNTRY BLVD., SUITE 500", "city": "FRISCO", "state": "TX", "zip": "75034", "phone": "972-668-8800"}, "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 May 12, 2000
                                                    Registration No. 333-

                UNITED STATES 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)

5300 Town and Country Blvd., Suite 500                 M. Jay Allison
      Frisco, Texas 75034                  President and Chief Executive Officer
       (972) 668-8800                     5300 Town and Country Blvd., Suite 500
 (Address, including zip code, and                   Frisco, Texas  75034
telephone number, including area code,                 (972) 668-8800
      of Registrant's principal               (Name, Address, including zip code
        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
                                Jack E. Jacobsen
                            Locke Liddell & Sapp LLP
                          2200 Ross Avenue, Suite 2200
                               Dallas, Texas 75201
                                 (214) 740-8000

                         CALCULATION OF REGISTRATION FEE

                                    Proposed      Proposed
 Title of Each Class    Amount      Maximum       Maximum
  of Securities          to be   Offering Price   Aggregate        Amount of
 to be Registered     Registered  Per Share(1)  Offering Price  Registration Fee
================================================================================
Common Stock,
 $.50 par value...... 2,500,000   $6.0625       $15,156,250        $4,001.00
Preferred Stock
 Purchase Rights.....   (2)         (2)              (2)             (2)
================================================================================
(1)  Estimated  solely for the purpose of calculating the registration fee based
     upon  closing  sales  price of a share of common  stock on May 10,  2000 as
     quoted on the New York Stock Exchange.
(2)  There are hereby  registered  Preferred Stock Purchase  Rights  ("Rights"),
     which  Rights (i) are related to shares of common stock in the ratio of one
     Right to one share,  (ii) are not  evidenced by separate  certificates  and
     (iii) may not be transferred  except upon transfer of the related shares of
     common  stock.  The value  attributable  to the Rights is  reflected in the
     market  value of the  related  shares of common  stock and  therefore,  the
     inclusion of the Rights does not increase  the  proposed  maximum  offering
     price  under  this  Registration  Statement.  Consequently,  no  additional
     registration fee is payable for the registration of the Rights.

                                        1
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 Documents by Reference

     The SEC  allows us to  "incorporate  by  reference"  into  this  prospectus
information  we file with the SEC in other  documents.  This  means  that we can
disclose  important  information to you by referring to other  documents that we
file with the SEC. The information may include documents filed after the date of
this  prospectus  which update and  supersede the  information  you read in this
prospectus.  We incorporate by reference the documents  listed below,  except to
the extent  information  in those  documents is different  from the  information
contained in this prospectus,  and all future documents filed by us with the SEC
under Section 13(a),  13(c), 14, or 15(d) of the Exchange Act until the offering
of these shares is terminated: (1) Annual Report on Form 10-K for the year ended
December  31,  1999,  the (2) Proxy  Statement  dated April 4, 2000 for the 2000
Annual Meeting of Stockholders and the (3) Quarterly Report on Form 10-Q for the
three months ended March 31, 2000.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by  reference  in  this  prospectus   shall  be  deemed  modified,
superseded  or replaced  for  purposes of this  prospectus  to the extent that a
statement  contained in this  prospectus or in any  subsequently  filed document
that also is or is deemed to be  incorporated  by reference  in this  prospectus
modifies,  supersedes  or replaces  such  statement.  Any statement so modified,
superseded or replaced shall not be deemed, except as so modified, superseded or
replaced, to constitute a part of this prospectus.

     We will provide  without  charge to each person,  including any  beneficial
owner,  to whom a copy of this  prospectus  is  delivered,  upon  such  person's
written or oral request, a copy of any or all of the information incorporated by
reference in this prospectus (other than exhibits to such documents, unless such
exhibits are  specifically  incorporated by reference into the information  that
this  prospectus   incorporates).   Requests  should  be  directed  to  Comstock
Resources,  Inc., 5300 Town and County Blvd.,  Suite 500,  Frisco,  Texas 75034,
Attention:  Roland O.  Burns,  Senior Vice  President,  telephone  number  (972)
668-8800.

     Item 4. Description of Securities

     Not Applicable

     Item 5. Interests of Named Experts and Counsel.

     Not Applicable

                                        2
Item 6. Indemnification of Directors and Officers

Section  78.7502 of the General  Corporation Law of Nevada 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 of the General Corporation law of Nevada 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 78.7502 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.

Article VI, "Indemnification of Directors,  Officers,  Employees and Agents", of
the Company's Bylaws provides as follows with respect to  indemnification of the
Company'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,

                                        3
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.

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.

                                        4
Item 7. Exemption from Registration Claimed

     Not Applicable

     Item 8. Exhibits.

Exhibit
   No.                             Description
--------- ----------------------------------------------------------------------
 4.1*     Specimen Stock Certificate.

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

 4.2(b)   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
          year ended December 31, 1993).

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

 4.2(d)   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  by  reference  to Exhibit 4.8 to the  Company's  Annual
          Report on Form 10-K for the year ended December 31, 1995).

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

 4.2(f)   Fifth  Amendment to the Rights  Agreement,  by and between the Company
          and American  Stock  Transfer & Trust  Company,  as Rights Agent dated
          April 29,  1999  (incorporated  by  reference  to  Exhibit  4.2 to the
          Company's Current Report on Form 8-K dated April 29, 1999).

 5.1 *    Opinion of Locke Liddell & Sapp LLP.

10.1      Comstock  Resources,  Inc. 1999 Long-term Incentive Plan (incorporated
          herein by reference to Exhibit 10.1 to the Company's  Quarterly Report
          on Form 10-Q for the quarter ended June 30, 1999).

10.2      Form of Nonqualified  Stock Option  Agreement  between the Company and
          certain officers and directors of the Company  (incorporated herein by
          reference to Exhibit 10.2 to the  Company's  Quarterly  Report on Form
          10-Q for the year ended June 30, 1999).

                                        5
Exhibit
   No.                             Description
--------- ----------------------------------------------------------------------

10.3      Form of  Restricted  Stock  Agreement  between the Company and certain
          officers of the Company  (incorporated  herein by reference to Exhibit
          10.3 to the  Company's  Quarterly  Report on Form 10-Q for the quarter
          ended June 30, 1999).

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

23.2 *    Consent of Independent Public Accountants.

23.3 *    Acknowledgment Letter of Independent Public Accountants.

24.1 *    Power of Attorney (Included on the Signature Page of the Prospectus).

-----------------
* Filed herewith.

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 Exchange  Act 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.

                                        6
(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 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 the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act of 1933 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  Securities Act of 1933 and will
     be governed by the final adjudication of such issue.

                                        7
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 Frisco of Texas, on May 12, 2000.

                                     COMSTOCK RESOURCES, INC.
                                     By:   /s/ M. JAY ALLISON
                                           ------------------
                                           M. Jay Allison
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

                                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 any registration  statement related to the
offering  contemplated  by this  registration  statement that is to be effective
upon filing  pursuant to Rule 462(b) under the  Securities  Act of 1933,  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,       May 12, 2000
----------------------    Director (Principal Executive Officer)
M. Jay Allison

/s/ ROLAND O. BURNS       Senior Vice President, Chief Financial    May 12, 2000
----------------------    Officer, Director (Principal Financial
Roland O. Burns           and Accounting Officer)

/s/ RICHARD S. HICKOK     Director                                  May 12, 2000
----------------------
Richard S. Hickok

/s/ FRANKLIN B. LEONARD   Director                                  May 12, 2000
----------------------
Franklin B. Leonard

/s/ CECIL E. MARTIN, JR.  Director                                  May 12, 2000
----------------------
Cecil E. Martin, Jr.

/s/ DAVID W. SLEDGE       Director                                  May 12, 2000
----------------------
David W. Sledge

                                        8
INDEX TO EXHIBITS

Exhibit
   No.                    Exhibit                                           Page
--------  -------------------------------------------------------         ------
 4.1*     Specimen Stock Certificate. E-2

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

 4.2(b)   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
          year ended December 31, 1993).

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

 4.2(d)   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  by  reference  to
          Exhibit 4.8 to the Company's Annual Report on Form 10-K
          for the year ended December 31, 1995).

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

 4.2(f)   Fifth Amendment to the Rights Agreement, by and between
          the  Company  and  American   Stock  Transfer  &  Trust
          Company,   as  Rights   Agent   dated  April  29,  1999
          (incorporated  by  reference  to  Exhibit  4.2  to  the
          Company's  Current  Report on Form 8-K dated  April 29,
          1999).

 5.1 *    Opinion of Locke Liddell & Sapp LLP.                              E-5

10.1      Comstock Resources,  Inc. 1999 Long-term Incentive Plan
          (incorporated  herein by  reference  to Exhibit 10.1 to
          the  Company's  Quarterly  Report  on Form 10-Q for the
          quarter ended June 30, 1999).

                               E-1
Exhibit
   No.                    Exhibit                                           Page
--------  -------------------------------------------------------         ------
10.2      Form of Nonqualified Stock Option Agreement between the
          Company  and  certain  officers  and  directors  of the
          Company  (incorporated  herein by  reference to Exhibit
          10.2 to the Company's Quarterly Report on Form 10-Q for
          the year ended June 30, 1999).

10.3      Form of Restricted Stock Agreement  between the Company
          and  certain  officers  of  the  Company  (incorporated
          herein by reference  to Exhibit  10.3 to the  Company's
          Quarterly  Report  on Form 10-Q for the  quarter  ended
          June 30, 1999).

23.1      Consent of Counsel (Included in Exhibit 5.1).

23.2 *    Consent of Independent Public Accountants.                        E-6

23.3 *    Acknowledgment Letter of Independent Public Accountants.          E-7

24.1 *    Power of Attorney (Included on the Signature Page of the
          Prospectus).

------------
*     Filed herewith.

                               E-2