Report by Issuer of Securities Quoted on 
                          The Nasdaq Stock Market
                  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)

                                 (972) 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          17,679,869

3.  Number of shares outstanding after the change           23,191,630

4.  Effective date of change                         November 25, 1996

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

    Issuance of shares in connection  with a public offering and conversion
    of 793,677 shares of the Series 1995 Convertible Preferred Stock.

6.  Give brief description of transaction:

    On  November  25,  1996,  the  Company  sold  4,000,000  shares  in  an
    underwritten public offering. In addition, holders of 793,677 shares of
    the Series 1995 Convertible Preferred Stock converted their shares into
    1,511,761 shares of common stock which was sold in the offering.

Date     December 5, 1996     /s/ROLAND O. BURNS
                                 Roland O. Burns
                                 Senior Vice President,
                                 Chief Financial Officer,
                                 Secretary, and Treasurer
                                 (Principal Financial and Accounting Officer)