Report by Issuer of Securities Quoted on NASDAQ
                          Interdealer Quotation System

                  Filed pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder.

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

                5005 LBJ Freeway, Suite 1000, Dallas, Texas 75244
                    (Address of principal executive offices)

                                 (214) 701-2000
                          (Registrant's Telephone No.)


         Indicate any change  (increase or decrease) of 5% or more in the number
of shares outstanding:

1.   Title of Security                                        Common Stock

2.   Number of shares outstanding before the change             15,757,254

3.   Number of shares outstanding after the change              17,257,254

4.   Effective date of change                           September 16, 1996

5.   Method of change - Specify method (such as merger, acquisition, exchange,
                        distribution, stock split, reverse split, acquisition of
                        stock for treasury, etc.)

              Conversion of Series 1994 Convertible Preferred Stock

6.   Give brief description of transaction:

     On  September  16, 1996,  the holders of 600,000  shares of the Series 1994
Convertible  Preferred  Stock  elected to convert  these  shares into  1,500,000
shares of the Company's common stock.

Date September 16, 1996     /s/ROLAND O. BURNS
                            Roland O. Burns
                            Senior Vice President,
                            Chief Financial Officer,
                            Secretary, and Treasurer
                            (Principal Financial and Accounting Officer)