PROSPECTUS



                            COMSTOCK RESOURCES, INC.


                          38,488 Shares of Common Stock


         The  38,488  shares of common  stock,  par  value  $.50 per share  (the
"Common Stock"),  of Comstock  Resources,  Inc. (together with its subsidiaries,
the  "Company")  covered  by this  Prospectus  are being or will be  offered  by
certain selling security holders (the "Selling Security Holders").  See "Selling
Security  Holders."  The shares will be issued in lieu of cash  dividends on the
Company's Series 1995  Convertible  Preferred Stock. See "Description of Capital
Stock - Preferred  Stock." The Company  will not receive any  proceeds  from the
sale of Common Stock offered hereby.

         The Selling Security Holders may sell any shares offered hereunder from
time to time in one or more transactions  (including block  transactions) on the
Nasdaq  Stock  Market or any other  exchange  on which the  Common  Stock may be
admitted for trading,  or in the  over-the-counter  market. The Selling Security
Holders may also sell shares in special  offerings,  exchange  distributions  or
secondary distributions,  in negotiated transactions,  or otherwise. The Selling
Security Holders may effect such  transactions by selling shares of Common Stock
directly,  or to or through  underwriters,  dealers,  brokers or agents,  or any
combination  thereof.  Any sales may be made at market prices  prevailing at the
time  of  sale,  at  prices  related  to such  prevailing  market  prices  or at
negotiated prices. See "Plan of Distribution."

         The Company's Common Stock is quoted on the Nasdaq National Market tier
of the Nasdaq Stock Market under the symbol CMRE.  On October 8, 1996,  the last
sale price of the Common  Stock,  as reported on the Nasdaq  Stock  Market,  was
$12.625 per share.  The shares of Common Stock offered hereby include  preferred
stock purchase rights. See "Description of Capital Stock - Stockholders'  Rights
Plan."

     The Company has agreed to register the shares of Common  Stock  offered and
to pay the expenses of such  registration.  Such expenses,  including  legal and
accounting  fees,  are estimated to be $5,000.  The Company  intends to keep the
registration  statement,  of which this  Prospectus  is a part,  effective for a
period of  twenty-four  months  or, if  earlier,  until all the shares of Common
Stock  offered  hereby have been sold or the Company is no longer  obligated  to
maintain such effectiveness.

                                   ----------

         PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY
SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER "RISK FACTORS"
HEREIN.

                                   ----------

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

                                   ----------

                                October 9 , 1996






                              AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), in accordance  therewith,
files reports and other information with the Securities and Exchange  Commission
(the  "Commission").  Reports,  proxy and/or  information  statements  and other
information  filed by the  Company  may be  inspected  and  copied at the public
reference  facilities  maintained by the Commission in Washington,  D.C., and at
certain  of  the  regional  offices  of the  Commission.  The  addresses  of the
facilities are: Midwest Regional  Office,  500 West Madison Street,  Suite 1400,
Chicago, Illinois 60661; and New York Regional Office, 7 World Trade Center, New
York, New York 10048. In addition,  copies of such material can be obtained from
the  Public  Reference  Section  of the  Commission,  450  Fifth  Street,  N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site
(http://www.sec.gov)  which contains reports,  proxy and information  statements
and other information  regarding  registrants who file  electronically  with the
Commission.

     The  Company  shall  provide  without  charge  to each  person to whom this
Prospectus is delivered,  upon written or oral request by such person, a copy of
any and  all of the  information  that  is  incorporated  by  reference  in this
Prospectus (not including  exhibits to the  information  that is incorporated by
reference unless such exhibits are  specifically  incorporated by reference into
the information that the Prospectus incorporates). These documents are available
upon request  directed to: Comstock  Resources,  Inc.,  5005 LBJ Freeway,  Suite
1000,  Dallas,  Texas  75244;   telephone  number  (972)  701-2000,   Attention:
Secretary.



                                TABLE OF CONTENTS

                                                                         PAGE

Prospectus Summary.........................................................3

Risk Factors...............................................................4

Description of Capital Stock...............................................6

Selling Security Holders..................................................12

Plan of Distribution......................................................13

Incorporation of Certain Information By Reference.........................14

Legal Matters.............................................................14

Experts...................................................................14



                                       -2-





                               PROSPECTUS SUMMARY

     The  following  summary  is  qualified  in its  entirety  by  the  detailed
information appearing elsewhere or incorporated by reference in this Prospectus.


The Company

     The Company was  originally  organized  as a Delaware  corporation  in 1919
under the name Comstock  Tunnel and Drainage  Company for the primary purpose of
conducting gold and silver mining  operations in and around the Comstock Lode in
Nevada. In 1983, the Company was  reincorporated  under the laws of the State of
Nevada.  In November 1987, the Company  changed its name to Comstock  Resources,
Inc.

     The  Company's  oil  and  gas   acquisition,   development  and  production
operations are conducted through its wholly owned  subsidiaries,  Comstock Oil &
Gas, Inc., Comstock Oil & Gas -- Louisiana, Inc., Comstock Offshore Energy, Inc.
and Black Stone Oil Company.  Comstock  Management  Corporation,  a wholly owned
subsidiary,  manages  the oil and gas  properties  of  Comstock  DR II Oil & Gas
Acquisition Limited Partnership.

     The Company's natural gas marketing and gathering  activities are conducted
through its wholly owned subsidiary, Comstock Natural Gas, Inc. ("CNG"). CNG has
interests  in 34 miles of natural gas pipeline in east and south Texas and a gas
processing  plant in east  Texas.  CNG,  through  its  wholly  owned  subsidiary
Crosstex  Pipeline,  Inc.,  serves as managing  general  partner and CNG holds a
20.3% limited partner interest in Crosstex Pipeline  Partners,  Ltd., which owns
63 miles of natural gas pipeline in east Texas.

     The  Company's  executive  offices are located at 5005 LBJ  Freeway,  Suite
1000, Dallas, Texas 75244, and its telephone number is (972) 701-2000.

The Offering

    Common Stock Offered by the Selling Security Holders......38,488 shares

    Common Stock Outstanding at October 9, 1996...........17,475,742 shares (1)

    Nasdaq National Market Symbol.....................................CMRE


        (1) At October 9, 1996 an  additional  5,998,950  shares of Common Stock
are  reserved  for  issuance  upon  exercise of  outstanding  stock  options and
warrants and the conversion of and the Series 1995 Convertible Preferred Stock.

                                       -3-





                                  RISK FACTORS

     Prior to  making  an  investment  decision,  prospective  investors  should
consider fully, together with the other information contained in or incorporated
into this Prospectus, the following factors:

Market Conditions and Volatility of Oil and Natural Gas Prices

     The revenues  generated by the Company's  operations  are highly  dependent
upon the prices of, and demand  for,  oil and  natural  gas.  Historically,  the
prices for oil and natural gas have been  volatile and are likely to continue to
be volatile in the future.  The  Company is  affected  more by  fluctuations  in
natural  gas prices  than oil prices  because a majority  of its  production  is
natural gas (83% in fiscal 1995 on a gas equivalent  basis).  The price received
by the  Company for its oil and  natural  gas  production  and the level of such
production  are  subject to wide  fluctuations  and depend on  numerous  factors
beyond the Company's control, including seasonality, the condition of the United
States economy (particularly the manufacturing sector), imports of crude oil and
natural  gas,  political  conditions  in other  oil-producing  and natural  gas-
producing  countries,  the actions of the  Organization  of Petroleum  Exporting
Countries  and  domestic  government   regulation,   legislation  and  policies.
Decreases  in the prices of oil and natural gas have had,  and could have in the
future,  an adverse effect on the borrowing base under the Company's bank credit
facility,  which would affect its ability to borrow additional  funds.  Although
the  Company  is  not  currently   experiencing   any  significant   involuntary
curtailment  of its natural gas  production,  market,  economic  and  regulatory
factors may in the future  materially  affect the Company's  ability to sell its
natural gas production.

     In order to mitigate  its  exposure to price risks in the  marketing of its
oil and natural gas, the Company from time to time enters into energy price swap
arrangements  to hedge a portion of  anticipated  sales of oil and natural  gas.
Such  arrangements  may also restrict the ability of the Company to benefit from
unexpected  increases in oil and natural gas prices.  The Company  believes that
its hedging strategies are generally conservative in nature.

Replacement of Oil and Natural Gas Reserves

     The Company must continually  acquire,  explore for, develop or exploit new
oil and  natural  gas  reserves  to  replace  those  produced  or sold.  Without
successful acquisition,  drilling or exploitation operations,  the Company's oil
and natural gas reserves and revenues  will  decline.  Drilling  activities  are
subject to numerous risks, including the risk that no commercially viable oil or
natural gas  production  will be obtained.  The  decision to purchase,  explore,
exploit or develop an interest or property will depend in part on the evaluation
of data obtained  through  geophysical  and geological  analyses and engineering
studies,  the  results  of which are often  inconclusive  or  subject to varying
interpretations.  The cost of drilling,  completing and operating wells is often
uncertain.  Drilling may be  curtailed,  delayed or canceled as a result of many
factors,   including  title  problems,   weather  conditions,   compliance  with
government  permitting  requirements,   shortages  of  or  delays  in  obtaining
equipment,  reductions  in  product  prices or  limitations  in the  market  for
products.  Natural  gas  wells  may be shut in for  lack of a  market  or due to
inadequacy  or  unavailability  of natural  gas  pipeline  or  gathering  system
capacity or access.

Substantial Capital Requirements

     The  Company  makes,  and  will  continue  to  make,   substantial  capital
expenditures for the  acquisition,  exploitation,  development,  exploration and
production  of oil and  natural  gas  reserves.  Historically,  the  Company has
financed these  expenditures  primarily with cash generated by operations,  bank
borrowings

                                       -4-





and the sale of equity  securities.  The Company  intends to make  approximately
$14.5 million in capital  expenditures  in 1996 for planned  development  of its
existing properties.  During the six months ended June 30, 1996, the Company had
expended $3.9 million toward the planned development.  The Company believes that
it will have  sufficient  cash provided by operating  activities  and borrowings
under its bank credit  facility to fund such planned  capital  expenditures.  If
revenues or the Company's  borrowing  base decrease as a result of lower oil and
natural gas prices,  operating difficulties or declines in reserves, the Company
may have  limited  ability to obtain  the  capital  necessary  to  undertake  or
complete future development programs and to continue its acquisition activities.
There can be no  assurance  that  additional  debt or equity  financing  or cash
generated by operations will be available to meet these requirements.

Operating Hazards and Uninsured Risks

     The Company's  operations are subject to all of the risks normally incident
to the  exploration  for and the  production  of oil and natural gas,  including
blowouts,  catering,  oil spills and fires, each of which could result in damage
to or destruction of oil and natural gas wells,  production  facilities or other
property,  or injury to persons.  The Company anticipates that it will from time
to time conduct  relatively deep drilling which will involve increased  drilling
risks of high  pressures  and  mechanical  difficulties,  including  stuck pipe,
collapsed casing and separated cable.  There can be no assurance that the levels
of insurance  maintained  by the Company will be adequate to cover any losses or
liabilities. The Company cannot predict the continued availability of insurance,
or availability at commercially acceptable premium levels.

Uncertainties in Estimating Oil and Natural Gas Reserves

     There are numerous  uncertainties  inherent in  estimating  quantities  and
values of proved oil and natural gas reserves and in projecting  future rates of
production and timing of development expenditures, including many factors beyond
the control of the  Company.  Reserve  engineering  is a  subjective  process of
estimating the recovery from  underground  accumulations  of oil and natural gas
that  cannot be  measured in an exact  manner,  and the  accuracy of any reserve
estimate is a function of the quality of available  data, of production  history
and of  engineering  and  geological  interpretation  and judgment.  Because all
reserve  estimates  are to some degree  speculative,  the  quantities of oil and
natural gas that are ultimately  recovered,  production and operating costs, the
amount and timing of future development  expenditures and future oil and natural
gas  sales  prices  may all  differ  materially  from  those  assumed  in  these
estimates. In addition, different reserve engineers may make different estimates
of reserve  quantities and cash flows based upon the same available  data.  Such
estimates are subject to future revisions to reflect additional information from
subsequent  activities,  production  history of the properties  involved and any
adjustments  in the projected  economic life of such  properties  resulting from
changes in product prices.  Any future downward revisions could adversely affect
the  Company's  financial  condition,  borrowing  base  under  its  bank  credit
facility, future prospects and market value of its securities.

Government Regulation

     The  Company's  business is regulated by certain  federal,  state and local
laws  and  regulations  relating  to  the  development,  production,  marketing,
pricing,  transportation  and  storage of oil and  natural  gas.  The  Company's
business is also subject to extensive and changing environmental and safety laws
and regulations  governing plugging and abandonment,  the discharge of materials
into the environment or otherwise  relating to environmental  protection.  There
can be no assurance that present or future  regulation will not adversely affect
the operations of the Company.

                                       -5-





Competition

     The oil and  natural  gas  industry is highly  competitive.  The  Company's
competitors for the  acquisition,  exploration,  exploitation and development of
oil and natural  gas  properties,  purchases  and  marketing  of natural gas and
transportation  and  processing  of natural gas, and for capital to finance such
activities,   include  companies  that  have  greater  financial  and  personnel
resources  available to them than the Company.  The Company's ability to acquire
additional  properties and to discover  reserves in the future will be dependent
upon its ability to evaluate and select  suitable  properties  and to consummate
transactions in a highly competitive environment.

Dependence on Key Personnel

     The success of the Company will be highly dependent on M. Jay Allison,  its
President  and Chief  Executive  Officer,  and a limited  number of other senior
management personnel.  Loss of the services of Mr. Allison or any of those other
individuals could have a material adverse effect on the Company's operations.

Anti-Takeover Provisions

     The Company's Articles of Incorporation,  By-laws and Stockholders'  Rights
Plan and the  provisions of Nevada law include a number of  provisions  that may
have the effect of encouraging persons considering  unsolicited tender offers or
other  unilateral  takeover  proposals to negotiate  with the Board of Directors
rather than pursue non-negotiated takeover attempts. See "Description of Capital
Stock."

                          DESCRIPTION OF CAPITAL STOCK

        The  authorized  capital  stock of the Company  consists  of  30,000,000
shares of Common Stock and 5,000,000 shares of preferred stock, $10.00 par value
(the "Preferred  Stock"). At October 9 , 1996, there were issued and outstanding
17,475,742  shares of Common Stock and 1,500,000 shares of Preferred  designated
as the Series 1995 Convertible Preferred Stock. Options and warrants to purchase
1,453,307  shares of Common Stock were also  outstanding and exercisable at that
date. In the aggregate,  5,998,950 shares of Common Stock have been reserved for
issuance  pursuant to the  exercise  of stock  options  and  warrants  currently
outstanding and the conversion of the Series 1995 Convertible Preferred Stock.

Common Stock

     Subject to the prior rights of the Series 1995 Convertible  Preferred Stock
and any other  shares of  Preferred  Stock that may be issued from time to time,
and except as  otherwise  set forth  below,  the  shares of Common  Stock of the
Company (1) are  entitled to such  dividends  as may be declared by the Board of
Directors,  in its discretion,  out of funds legally available therefor; (2) are
entitled  to one vote per share on matters  voted upon by the  stockholders  and
have no cumulative voting rights;  (3) have no preemptive or conversion  rights;
(4) are not  subject  to, or  entitled to the  benefits  of, any  redemption  or
sinking fund provision;  and (5) are entitled, upon liquidation,  to receive the
assets of the Company  remaining  after the payment of  corporate  debts and the
satisfaction  of any  liquidation  preferences  of the Series  1995  Convertible
Preferred Stock and any other Preferred Stock, if issued. Although the Company's
Articles of Incorporation do not deny preemptive  rights to stockholders,  under
Nevada law no stockholders  have preemptive  rights with respect to shares that,
upon issuance,  are registered  under Section 12 of the Exchange Act. The Common
Stock is currently registered under Section 12 of the Exchange Act.

                                       -6-





     The Common Stock presently  issued and outstanding is, and the shares being
offered by the Selling  Security  Holder upon issuance will be, validly  issued,
fully paid and nonassessable.

     Because the shares of Common Stock do not have  cumulative  voting  rights,
the holders of a majority of the shares voting for the election of directors can
elect all members of the class of the  Company's  classified  Board of Directors
that are to be elected at a meeting of the  stockholders,  subject to any rights
of the holders of the Series 1995 Convertible  Preferred Stock. See "Description
of Capital Stock Preferred Stock."

     The Company's  Common Stock is quoted on the Nasdaq National Market tier of
Nasdaq Stock  Market.  The Transfer  Agent and Registrar for the Common Stock of
the Company is American Stock Transfer and Trust Company.

Stockholders' Rights Plan

        General

     As part of its  long-term  strategy to  maximize,  preserve and protect the
long-term value of the Company for the benefit of all stockholders, the Board of
Directors  of the  Company  considered,  and on  December  4, 1990,  adopted,  a
stockholders'  rights plan. The basic objective of the Stockholders' Rights Plan
(the "Rights Plan") is to encourage prospective purchasers to negotiate with the
board,  whose ability to negotiate  effectively with a potential  purchaser,  on
behalf  of  all  stockholders,   is  significantly  greater  than  that  of  the
stockholders  individually.  In the Board of  Directors'  view,  some  attempted
takeovers can pressure stockholders into disposing of their equity investment in
the  Company at less than full value and can result in the unfair  treatment  of
minority  stockholders,   especially  considering  that  prospective  purchasers
typically are interested in acquiring targets as cheaply as they can. The rights
are designed to deter abusive takeover tactics, such as (i) accumulations of the
Company's  stock by a  prospective  purchaser who through open market or private
purchases  may achieve a position of  substantial  influence or control  without
paying to selling or  remaining  stockholders  a fair  "control  premium",  (ii)
coercive  two-tier,  front-end loaded or partial offers which may not offer fair
value to all  stockholders,  (iii)  accumulations  of the  Company's  stock by a
prospective  purchaser  who lacks the financing to complete an offer and is only
interested  in putting  the  Company  "in play",  without  concern as to how its
activities  may  affect  the  business  of the  Company,  and (iv)  self-dealing
transactions  by or with  prospective  purchasers  who may seek to  acquire  the
Company  at less  than  full  value or upon  terms  that may be  detrimental  to
minority  stockholders.  Equally  important,  offers left open only a short time
might prevent  management and the board from  considering  all  alternatives  to
maximize  the value of the  Company  including,  if  appropriate,  a search  for
competing  bidders.  The Board of Directors  believes that the specific benefits
derived by the stockholders of the Company as a result of having the Rights Plan
in place include:

        o   providing  disincentives to potential purchasers who are not willing
            or  able  to  make  and  complete  a  fully  financed  offer  to all
            stockholders at a fair price;

        o   providing the board and management the time to consider  available
            alternatives  and act in the best interests of all  stockholders  in
            the event of an  offer; 

        o   protecting against abusive takeover tactics; and

        o   increasing the bargaining power of the Board of Directors.

                                       -7-





     The Rights  Plan was not adopted by the Board of  Directors  in response to
any specific effort to obtain control of the Company.

        Description of Rights Plan

     On December 4, 1990, the Company  declared a dividend  distribution  of one
preferred share purchase right (a "Right") for each outstanding  share of Common
Stock,  payable on December  17, 1990 (the  "Record  Date") to  stockholders  of
record at that date. Each Right entitles the registered  holder to purchase from
the  Company  one  one-hundredth  of a share of  Series  A Junior  Participating
Preferred Stock, $10.00 par value per share, at an exercise price of $15.00 (the
"Purchase Price") per one  one-hundredth of a share of Preferred Stock,  subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement  (the  "Rights  Agreement")  between the Company  and  American  Stock
Transfer and Trust Company, as successor Rights Agent.

     The Rights are initially  evidenced by the Common Stock  certificates as no
separate  Rights  certificates  were  distributed.  The Rights separate from the
Common  Stock and a  "Distribution  Date" will occur at the close of business on
the earliest of (i) the tenth business day following a public  announcement that
a person or group of affiliated or associated  persons (an  "Acquiring  Person")
has acquired,  or obtained the right to acquire,  beneficial ownership of 20% or
more of the outstanding shares of Common Stock (the "Stock  Acquisition  Date"),
(ii) the tenth  business day (or such later date as may be  determined by action
of the Board of  Directors)  following  the  commencement  of a tender  offer or
exchange offer that would result in a person or group beneficially owning 20% or
more of the  outstanding  shares of Common Stock or (iii) the tenth business day
after the Board of  Directors  of the Company  determines  that any  individual,
firm,  corporation,  partnership  or other entity  (each a  "Person"),  alone or
together with its affiliates and associates,  has become the beneficial owner of
an amount of Common Stock which a majority of the  continuing  directors who are
not officers of the Company  determines to be substantial (which amount shall in
no event be less  than 10% of the  shares of Common  Stock  outstanding)  and at
least a  majority  of the  continuing  directors  who are  not  officers  of the
Company, after reasonable inquiry and investigation, including consultation with
such Person as the directors shall deem  appropriate,  shall determine that such
beneficial  ownership  by such  Person  is  intended  to cause  the  Company  to
repurchase  the  Common  Stock  beneficially  owned by such  Person  or to cause
pressure on the Company to take action or enter into a transaction  or series of
transactions  intended to provide  such Person with  short-term  financial  gain
under  circumstances  where  the  directors  determine  that the best  long-term
interests of the Company and its stockholders would not be served by taking such
action or entering into such  transaction or series of transactions at that time
or such  beneficial  ownership  is  causing or is  reasonably  likely to cause a
material impact to the Company (an "Adverse Person").

     The Rights are not exercisable  until the Distribution Date and will expire
at the close of business on December 17, 2000,  unless  earlier  redeemed by the
Company.

     If (i) a Person  becomes  the  beneficial  owner of 20% or more of the then
outstanding  shares of Common Stock  (except (a) pursuant to certain  offers for
all  outstanding  shares of Common Stock  approved by at least a majority of the
continuing  directors who are not officers of the Company or (b) solely due to a
reduction in the number of shares of Common Stock outstanding as a result of the
repurchase  of  shares  of  Common  Stock by the  Company)  or (ii) the Board of
Directors  determines that a Person is an Adverse Person, each holder of a Right
will thereafter have the right to receive,  upon exercise,  Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right. However,  Rights are
not exercisable following the occurrence of

                                       -8-





either of the events set forth in this  paragraph  until such time as the Rights
are no longer redeemable by the Company as set forth below.  Notwithstanding any
of the foregoing,  following the occurrence of either of the events set forth in
this paragraph,  all Rights that are, or (under certain circumstances  specified
in the Rights  Agreement)  were,  beneficially  owned by any Acquiring Person or
Adverse Person will be null and void.

     If at any time  following the Stock  Acquisition  Date,  (i) the Company is
acquired  in a merger or other  business  combination  transaction  in which the
Company  is not the  surviving  corporation,  or in  which  the  Company  is the
surviving corporation,  but its Common Stock is changed or exchanged (other than
a merger  which  follows an offer  described in clause  (i)(a) of the  preceding
paragraph),  or (ii) more than 50% of the Company's assets, cash flow or earning
power is sold or  transferred,  each  holder  of a Right  (except  Rights  which
previously have been voided as set forth above) shall  thereafter have the right
to receive upon exercise,  Common Stock of the acquiring  company having a value
equal to two times the exercise price of the Right.

     At any time after the earlier to occur of (i) an Acquiring  Person becoming
such or (ii) the date on which the Board of Directors of the Company declares an
Adverse  Person to be such,  the Board of  Directors  may cause the  Company  to
exchange the Rights (other than Rights owned by the Adverse  Person or Acquiring
Person,  as the case may be, which will have become null and void),  in whole or
in part, at an exchange ratio of one share of Common Stock per Right (subject to
adjustment).  Notwithstanding the foregoing, no such exchange may be effected at
any time after any Person  becomes  the  beneficial  owner of 50% or more of the
outstanding Common Stock.

     The Purchase Price payable,  and the number of shares of Preferred Stock or
other securities or property  issuable,  upon exercise of the Rights are subject
to adjustment from time to time to prevent  dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock,  (ii) if holders of the  Preferred  Stock are granted  certain  rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the current market price of the Preferred  Stock, or (iii) upon the distribution
to  holders  of the  Preferred  Stock of  evidences  of  indebtedness  or assets
(excluding  regular  quarterly  cash  dividends)  or of  subscription  rights or
warrants (other than those referred to above).

     At any time  until the close of  business  on the  earlier of the tenth day
following  the Stock  Acquisition  Date or the tenth  business day following the
date on which the Board of  Directors  first  declares a person to be an Adverse
Person,  the Company may redeem the Rights in whole, but not in part, at a price
of $0.01  per  Right.  Under  certain  circumstances  set  forth  in the  Rights
Agreement, the decision to redeem shall require the concurrence of a majority of
the continuing directors (as defined in the Rights Agreement).

     Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

     The Rights  Plan has  certain  anti-takeover  effects  including  making it
prohibitively  expensive for a raider to try to control or take over the Company
unilaterally  and  without  negotiation  with the Board of  Directors.  Although
intended to preserve  for the  stockholders  the long term value of the Company,
the Rights Plan may make it more  difficult for  stockholders  of the Company to
benefit from certain  transactions  which are opposed by the incumbent  Board of
Directors.

                                       -9-





Preferred Stock

     The Board of Directors is empowered,  without approval of the stockholders,
to cause shares of its  authorized  Preferred  Stock to be issued in one or more
classes or series, from time to time, with the number of shares of each class or
series and the rights, preferences and limitations of each class or series to be
determined by it. Among the specific matters that may be determined by the Board
of Directors are the rate of dividends,  redemption and conversion prices, terms
and amounts  payable in the event of liquidation  and voting  rights.  Shares of
Preferred  Stock may, in the Board of Directors' sole  determination,  be issued
with  voting  rights  greater  than one vote per  share.  Issuance  of shares of
Preferred  Stock could  involve  dilution of the equity of the holders of Common
Stock and further restrict the rights of such stockholders to receive dividends.

     On June 16,  1995,  the Board of  Directors  created a series of  preferred
stock consisting of 1,500,000  shares  designated as the Series 1995 Convertible
Preferred  Stock (the "Series 1995  Preferred").  On June 19, 1995,  the Company
sold 1,500,000  shares of the Series 1995  Preferred in a private  placement for
$15 million to certain  investors and investment funds represented or managed by
Trust Company of the West.

     The  Series  1995  Preferred  pay  quarterly  dividends  at the  rate of 22
1/2(cent) on each  outstanding  share and is payable when, as and if declared on
each March 31, June 30,  September 30, and December 31.  Dividends on the Series
1995 Preferred are cumulative from the date of original issue.  Unpaid dividends
bear interest at a rate of 9% per annum,  compounded quarterly.  The Company, at
its option,  can pay the dividend in cash or in shares of Common Stock valued at
80% of the lower of the Common Stock's 5 day or 30 day average closing price.

     On June 30, 2000 and on each June 30, thereafter,  so long as any shares of
the Series 1995  Preferred are  outstanding,  the Company is obligated to redeem
300,000 shares of the Series 1995 Preferred at $10.00 per share plus accrued and
unpaid dividends thereon.  The mandatory  redemption price may be paid either in
cash or in shares of Common Stock, at the option of the Company.  If the Company
elects to pay the  mandatory  redemption  price in shares of Common  Stock,  the
Common  Stock will be valued at 80% of the lower of the Common  Stock's 5 day or
30 day average closing price (immediately prior to the date of redemption).

     The  respective  holders of the Series 1995  Preferred  have the right,  at
their  option and at any time,  to convert  all or any part of such  shares into
shares of Common Stock.  The Common Stock conversion price as of the date hereof
is $5.25 per  share.  If the  holders of the Series  1995  Preferred  elected to
convert all such shares into Common Stock at the current  conversion  price, the
holders  would own  approximately  14% of the Company's  issued and  outstanding
shares of Common  Stock as of  October 7, 1996.  The  Company  has the option to
redeem the shares of the Series 1995 Preferred at a price that would provide the
holders with a specified rate of return on their original investment.

     In the event of dissolution,  liquidation or winding-up of the Company, the
holders of the Series 1995 Preferred are entitled, after payments of all amounts
payable to the holders of Preferred  Stock senior to the Series 1995  Preferred,
to receive  out of the assets  remaining  $10.00  per share,  together  with all
dividends  thereon  accrued or in  arrears,  whether or not earned or  declared,
before any payment is made or assets set apart for payment to the holders of the
Common Stock.

     The holders of the Series 1995 Preferred are each entitled to vote with the
holders of Common  Stock on all matters  submitted  for a vote of the holders of
shares of Common Stock on an "as  converted"  basis.  Upon the  occurrence of an
"event of noncompliance" with the Series 1995 Preferred as set forth therein,

                                      -10-





the  holders of the Series  1995  Preferred  have the right (for so long as such
event of noncompliance continues) to elect two additional directors to the Board
of Directors of the Company.  "Events of noncompliance"  include (i) the failure
to pay in the  aggregate  four  quarterly  dividends  on such  series,  (ii) the
failure to redeem such series in accordance  with its terms,  (iii) a default by
the Company on certain indebtedness, (iv) M. Jay Allison ceasing to be the chief
executive officer of the Company,  or (v) a bankruptcy or similar  proceeding is
commenced by or against the Company or any of its significant subsidiaries.

     The  Company  has the  option to  convert  the  Series  1995  Preferred  to
convertible  subordinated  debt provided that the Company has satisfied  certain
conditions,  including  obtaining  the consent of the banks under the  Company's
senior credit  facility and granting to the holders of the Series 1995 Preferred
additional demand registration rights.

     The  Company  may  not,  so long as any of the  Series  1995  Preferred  is
outstanding,  alter any of the rights,  preferences or powers of the Series 1995
Preferred or issue any shares of stock ranking on a parity with or senior to the
Series 1995 Preferred  unless the requisite number of the holders have consented
thereto. Holders of the Series 1995 Preferred also have the right to approve (1)
a merger of the Company where the Company is not the surviving corporation;  (2)
the issuance of more than 20% of the Common Stock in connection with a merger or
acquisition;  (3) the sale or disposition of substantially  all of the Company's
assets; or (4) payment of any dividend or distribution, on or for the redemption
of Common Stock in excess of $50,000 a year.

     In  addition  to the  Series  1995  Preferred  and in  connection  with the
Stockholders'  Rights Plan as described  under  "Description  of Capital Stock -
Stockholders' Rights Plan", the Company has designated and reserved for issuance
150,000 shares of Preferred Stock,  $10.00 par value per share, which, under the
Rights Plan, may be issued in units  consisting of one  one-hundredth of a share
(each, a "Unit").  Each Unit, if and when issued,  will be entitled to receive a
cumulative  quarterly cash dividend equal to the greater of $0.375 or the amount
of the  dividend  or  distribution  paid  per  share  of  Common  Stock  for the
applicable  quarter.  Such  Preferred  Stock  dividend  rights are senior to the
rights of holders of Common Stock to receive any dividend or distribution.  Each
Unit, if and when issued, will be entitled to one vote, voting together with the
Common Stock, on all matters  submitted to the holders of the Common Stock. Upon
liquidation,  dissolution or winding up of the Company, each Unit issued will be
entitled  to the  greater of $15.00 plus  accrued  but unpaid  dividends  or the
amount to be  distributed  in respect of each share of Common  Stock,  with such
Preferred Stock  liquidation  rights being senior to those of the holders of the
Common  Stock.  The Company has the option to redeem,  in whole or in part,  the
Preferred  Stock,  if  issued,  at any time for a per  Unit  price  equal to the
greater of $15.00 or the current  market  price per share of Common Stock at the
time of redemption, in each case together with accrued but unpaid dividends.

                                      -11-




                            SELLING SECURITY HOLDERS


       The following table sets forth certain  information as of October 9, 1996
with  respect to the Common  Stock  beneficially  owned by the Selling  Security
Holders.

                                                                      
                                          Number of                   Before            After
     Name and Address of                   Shares       Number       Offering         Offering
      Selling Security                  Beneficially   of Shares   Percentage of    Percentage of
           Holder                         Owned (1)    Offered(3)  Common Stock   Common Stock (1)
     ------------------                ------------    --------   -------------  ----------------

Trust Company of the West,              202,345(2)        2,690             1.14%             1.13%
as Trustee of the TCW Debt and
Royalty Fund IVA
865 South Figueroa, Suite 1800
Los Angeles, California 90017

Trust Company of the West,              540,415(2)        7,196             3.00%             2.96%
as Custodial Agent for TCW Debt
and Royalty Fund IVB
865 South Figueroa, Suite 1800
Los Angeles, California 90017

Trust Company of the West,              233,568(2)        3,105             1.32%             1.30%
as Custodial Agent for TCW Debt
and Royalty Fund IVC
865 South Figueroa, Suite 1800
Los Angeles, California 90017

Harris Trust and Saving Bank,           134,898(2)        1,793              .77%              .76%
as Trustee for Delta Master Trust
865 South Figueroa, Suite 1800
Los Angeles, California 90017

The Chase Manhattan Bank                337,243(2)        4,483             1.89%             1.87%
as Custodian for
Leland Stanford Junior University
865 South Figueroa, Suite 1800
Los Angeles, California 90017

Trust Company of the West,              168,620(2)        2,241              .96%              .94%
as Custodian for Columbia University
865 South Figueroa, Suite 1800
Los Angeles, California 90017

Harris Trust and Savings Bank,          168,620(2)        2,241              .96%              .94%
as Custodian for
Searle Trusts Limited Partnership X
865 South Figueroa, Suite 1800
Los Angeles, California 90017

Harris Trust and Savings Bank,           67,449(2)          897              .38%              .38%
as Custodian for John G. Searle
Charitable Trusts Partnership
865 South Figueroa, Suite 1800
Los Angeles, California 90017

-12- Number of Before After Name and Address of Shares Number Offering Offering Selling Security Beneficially of Shares Percentage of Percentage of Holder Owned (1) Offered (3) Common Stock Common Stock (1) ------------------ ------------ -------- ------------- ---------------- Trust Company of the West, as 77,078(2) 1,025 .44% .43% Custodian for the City and County Employee's Retirement System of San Francisco 865 South Figueroa, Suite 1800 Los Angeles, California 90017 Trust Company of the West, as 965,208(2) 12,827 5.24% 5.17% Investment Manager and Custodian for General Mills, Inc. 865 South Figueroa, Suite 1800 Los Angeles, California 90017 ---------- -------- 2,895,631 38,488 14.24% 14.05% ========== ======== (1) Assumes the sale by Selling Security Holders of all shares offered hereby. (2) Includes 2,857,143 shares issuable pursuant to conversion of the Series 1995 Preferred. (3) Represents shares issued in lieu of the payment of cash dividends on the Series 1995 Preferred.
Transactions with the Selling Security Holders On June 19, 1995 the Company sold 1,500,000 shares of its Series 1995 Preferred in a private placement for $15 million to certain investors and investment funds represented or managed by Trust Company of the West. PLAN OF DISTRIBUTION The Selling Security Holders may sell any shares offered hereunder from time to time in one or more transactions (including block transactions) on the Nasdaq Stock Market or any other exchange on which the Common Stock may be admitted for trading, or in the over-the-counter market, in each case pursuant to and in accordance with any applicable rules of such market or exchange. The Selling Security Holders may also sell shares in special offerings, exchange distributions or secondary distributions, in each case pursuant to and in accordance with any applicable rules of any market or exchange, in negotiated transactions, including through the writing of options on shares of Common Stock (whether such options are listed on an options exchange or otherwise), or otherwise. The Selling Security Holders may effect such transactions by selling shares of Common Stock directly, or to or through underwriters, dealers, brokers or agents, or any combination thereof. Any such underwriters, dealers, brokers or agents may sell such shares to purchasers in one or more transactions (including block transactions) on the Nasdaq Stock Market or otherwise. Any sales may be made at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Without limiting the foregoing, brokers may act as dealers by purchasing any and all shares of the Common Stock covered by this Prospectus either as agents for others or as principals for their own accounts and reselling such shares pursuant to this -13- Prospectus. In effecting sales, brokers or dealers engaged by the Selling Security Holders may arrange for other brokers or dealers to participate. A member firm of a securities exchange may be engaged to act as the Selling Security Holders' agent in the sale of shares by the Selling Security Holders. Any underwriters, brokers, dealers and agents will receive commissions, discounts or fees from the Selling Security Holders in amounts to be negotiated prior to the sale. The Selling Security Holders and any underwriters, brokers, dealers, agents or others that participate with the Selling Security Holders in the distribution of the shares may be deemed to be "underwriters" within the meaning thereof under the Securities Act of 1933, as amended and any commissions, discounts or fees received by such persons and any profit on the resale of the shares purchased by such persons may be deemed to be underwriting commissions or discounts under the Securities Act of 1933, as amended. Agents may be entitled under agreements entered into with the Selling Security Holders to indemnification against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended. Any securities covered by this Prospectus that qualify for sale pursuant to Rule 144 promulgated under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. There can be no assurances that the Selling Security Holders will sell any or all of the shares offered hereunder. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The Company hereby incorporates the following documents into this Prospectus by reference: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1995. 2. The Company's Proxy Statement dated April 17, 1996 in connection with the Annual Meeting of Stockholders of the Company held on May 15, 1996. 3. The Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1996. 4. The Company's Quarterly Report on Form 10-Q for the six months ended June 30, 1996. 5. The Company's Current Report on Form 8-K dated May 1, 1996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Common Stock offered hereby shall be deemed to be incorporated by reference into this Prospectus. LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Locke Purnell Rain Harrell (A Professional Corporation), Dallas, Texas. EXPERTS The consolidated financial statements of the Company incorporated by reference in this Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included therein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. -14-