SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                (Amendment No. )

Filed by Registrant [x]
Filed by Party other than Registrant [ ]

Check the appropriate box:

    [ ]  Preliminary Proxy Statement
    [ ]  Confidential, for Use of the Commission Only
           (as permitted by Rule 14a-6(e)(2))
    [x]  Definitive Proxy Statement
    [ ]  Definitive Additional Materials
    [ ]  Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12



                            COMSTOCK RESOURCES, INC.
                (Name of Registrant as Specified in its Charter)


                            Comstock Resources, Inc.
                   (Name of Person(s) Filing Proxy Statement)


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                            COMSTOCK RESOURCES, INC.
                                5005 LBJ Freeway
                                   Suite 1000
                               Dallas, Texas 75244

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                             To Be Held May 15, 1997

To the Stockholders of Comstock Resources, Inc.:

     Notice is hereby given that the Annual Meeting of  Stockholders of Comstock
Resources,  Inc. will be held at the Westin Hotel at the Galleria,  13340 Dallas
Parkway,  Dallas,  Texas on May 15,  1997 at 9:00  A.M.,  Dallas  time,  for the
following purposes:

     1.   To elect one Class C director to serve a term of three years and until
          his successor is duly elected and qualified;

     2.   To consider  and act upon a  proposal  to amend the Company's Restated
          Articles of Incorporation to increase the authorized common stock;

      3.  To ratify the appointment of Arthur Andersen LLP as independent public
          accountants for 1997; and

      4.  To transact such  other  business as  may properly  come  before the
          meeting and any adjournment thereof.

      The Board of  Directors  has fixed the close of business on April 11, 1997
as the record date for determining the stockholders entitled to notice of and to
vote at the meeting or any adjournment thereof. A list of such stockholders will
be open to examination of any  stockholder at the Company's  offices at 5005 LBJ
Freeway, Suite 1000, Dallas, Texas, 75244, during ordinary business hours, for a
period of at least ten days prior to the meeting.

                                        BY ORDER OF THE BOARD OF DIRECTORS

                                             /S/ROLAND O. BURNS

                                               ROLAND O. BURNS
                                               SECRETARY

Dallas, Texas,
April 15, 1997

                                    IMPORTANT

TO ENSURE YOUR  REPRESENTATION  AT THE MEETING,  PLEASE MARK,  SIGN AND DATE THE
ENCLOSED  PROXY AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED  ENVELOPE.
NO POSTAGE  NEED BE AFFIXED  IF MAILED IN THE UNITED  STATES.  IF YOU ATTEND THE
MEETING AND WISH TO VOTE IN PERSON, YOU MAY WITHDRAW YOUR PROXY.




                            COMSTOCK RESOURCES, INC.

                                5005 LBJ Freeway
                                   Suite 1000
                               Dallas, Texas 75244


                                 PROXY STATEMENT
                                       FOR
                         ANNUAL MEETING OF STOCKHOLDERS



                             To Be Held May 15, 1997


     The Board of Directors of Comstock  Resources,  Inc. (the "Company") hereby
solicits  your  proxy in the form  enclosed  for use at the  Annual  Meeting  of
Stockholders  (the  "Annual  Meeting")  to be held at the  Westin  Hotel  at the
Galleria, 13340 Dallas Parkway, Dallas, Texas, at 9:00 A.M., Dallas time, on May
15, 1997, or at any adjournment  thereof. The expenses of this solicitation will
be borne by the Company.  Proxies may be solicited by mail,  personal interview,
telegram  and  telephone by  directors,  officers,  employees  and agents of the
Company without compensation.

     This Proxy Statement and the accompanying form of proxy are being mailed to
stockholders on or about April 15, 1997. The principal  executive  office of the
Company  is  located at 5005 LBJ  Freeway,  Suite  1000,  Dallas,  Texas  75244,
telephone (972) 701-2000.

     Only  stockholders of record at the close of business on April 11, 1997 are
entitled  to notice of and to vote at the Annual  Meeting.  On that date,  there
were  24,174,897  shares of the  Company's  common stock,  $.50 par value,  (the
"Common Stock") outstanding. Included in the total outstanding shares are 23,358
shares  reserved  for  conversion  of shares  which have not been  tendered  for
exchange  subsequent to the Company's  reincorporation  in Nevada in 1981.  Such
shares are not  eligible  to vote at the Annual  Meeting.  Holders of the Series
1995  Convertible  Preferred  Stock are entitled to vote on all matters on an as
converted  basis  or  the  equivalent  of  1,345,377  shares  of  Common  Stock.
Accordingly, the aggregate shares entitled to vote at the meeting are 25,496,916
shares. Each share is entitled to one vote.

     You are  encouraged  to  attend  the  Annual  Meeting  and vote in  person.
Execution of the enclosed  proxy will not in any way affect your right to do so.
A  stockholder  may revoke a proxy at any time  prior to the  voting  thereof by
filing with the  Secretary  of the  Company,  prior to the  stockholder  vote, a
written  revocation  or duly  executed form of proxy bearing a later date, or by
voting in person at the Annual Meeting.

     Attendance  at the  Annual  Meeting,  either in person or by proxy,  by the
record  holders  of a majority  of the  outstanding  shares of the Common  Stock
constitutes a quorum. Cumulative voting is not permitted.

                                       1





             SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL HOLDERS

     The following table sets forth certain  information,  as of April 15, 1997,
with respect to the  beneficial  ownership of Common Stock by (i) each executive
officer of the Company named in the Summary Compensation Table set forth in this
Proxy  Statement,  (ii) each  director  and each  nominee  for  director  of the
Company,  (iii) all directors  and executive  officers of the Company as a group
and (iv) each person  known by the Company to be the  beneficial  owner of 5% or
more of the Common Stock.

     Name and Address of Beneficial Owner             Shares (1)(2)     Percent
  ----------------------------------------            --------------    --------

  M. Jay Allison, President,
    Chief Executive Officer and Director                  949,034         3.81%

Roland O. Burns, Senior Vice President,                   195,250            *
      Chief Financial Officer, Treasurer
         and Secretary

  Richard S. Hickok, Director                              97,270(3)         *

  Franklin B. Leonard, Director                           131,480            *

  Harold R. Logan, Retiring Director                      117,326            *

  Cecil E. Martin, Jr., Director                          360,702(4)      1.49%

  James L. Menke, Vice President of Operations             62,500            *

  David W. Sledge, Director                                28,183            *

      All Directors and Executive Officers
           as a Group (8 persons)                       1,941,745         7.64%

  The TCW Group, Inc. (5)                               1,345,377(6)      5.27%
      865 South Figueroa Street
      Los Angeles, California 90017
_____________________________
   * Indicates less than 1%.
   (1)   Unless  otherwise  indicated,  all  shares  of  Common  Stock  are held
         directly with sole voting and investment powers.
   (2)   Includes shares issuable  pursuant to stock options which are presently
         exercisable  or  exercisable  within 60 days of April 15, 1997,  in the
         following  amounts:  Mr. Allison - 755,000 shares;  Mr. Burns - 160,000
         shares;  Mr. Hickok - 41,500 shares;  Mr. Leonard - 50,500 shares;  Mr.
         Logan - 50,500 shares;  Mr. Martin - 84,375 shares;  Mr. Menke - 62,500
         shares; and Mr. Sledge - 20,000 shares.
   (3)   Includes 32,572 shares held by a corporation  owned 90% by Mr. Hickok's
         wife and 10% by Mr. Hickok's children.
   (4)   Includes  135,632 shares and options to purchase  30,800 shares held by
         Mr. Martin's wife as trustee on behalf of family trusts.
   (5)   The TCW Group,  Inc. is the parent of the trustee,  general  partner or
         investment  manager for the following  beneficial  owners: TCW Debt and
         Royalty  Fund IVA - 99,827  shares;  TCW  Debt and  Royalty  Fund IVB -
         266,707 shares;  TCW Debt and Royalty Fund IVC - 115,230 shares;  Delta
         Master  Trust - 66,552 shares; The Leland Stanford Junior  University -
         166,379  shares;  Searle Trusts Limited  Partnership X - 83,189 shares;
         John G. Searle Charitable Trusts  Partnership - 33,276 shares; The City
         and  County  Employees  Retirement  System  of San  Francisco  - 38,027
         shares;  and General  Mills,  Inc. - 476,190  shares.  The  information
         herein is based on the Schedule  13G filing  dated  February 9, 1997 by
         The TCW Group, Inc.
   (6)   Includes 1,345,377 shares issuable upon conversion of 706,323 shares of
         the Series 1995 Convertible Preferred Stock.

                                       2



                                 PROPOSAL NO. 1
                             ELECTION OF DIRECTORS

     The  Company's  Board  of  Directors  presently  consists  of  six  members
comprised of three classes (Class A, B, and C). Directors are elected in classes
to serve terms of three years.  The Class C directors (whose term expires at the
Annual  Meeting)  are  Richard  S.  Hickok  and  Harold  R.  Logan.  The Class A
directors,  whose term  expires in 1998,  are  Franklin B.  Leonard and Cecil E.
Martin,  Jr. The Class B directors whose term expires in 1999 are M. Jay Allison
and  David W.  Sledge.  At the  Annual  Meeting,  one Class C  director  will be
elected,  for a term of three years beginning in 1997 and until his successor is
duly  elected  and  qualified.  The  Company  has decided to reduce the Board of
Directors  to five  members  rather  than  filling the  position  created by Mr.
Logan's  retirement.  The Board of Directors has nominated  Richard S. Hickok to
serve as the Class C director.  Further  information with respect to the nominee
and the other directors continuing in office is set forth below.

Nominee for Three-Year Term

  RICHARD S. HICKOK, (71) Director

     Mr.  Hickok has been a director  of the Company  since  1987.  From 1948 to
1983, he was employed by the accounting firm of Main Hurdman where he retired as
Chairman of the Board of  Directors.  From 1978 to 1980,  Mr. Hickok served as a
Trustee of the Financial  Accounting  Foundation  and has extensive  involvement
serving on various  committees  of the American  Institute  of Certified  Public
Accountants.  He  currently  serves as a director  of Marsh & McLennan  Company,
Inc., Alpine Lace Brands, Inc., Marcam, Inc. and Projectavision, Inc. Mr. Hickok
holds a B.S. degree from the Wharton School of the University of Pennsylvania.

Directors Continuing in Office

  M. JAY ALLISON, (41) President, Chief Executive Officer and Director

     Mr.  Allison has been a director of the Company  since 1987,  and President
and Chief  Executive  Officer of the Company since 1988.  From 1987 to 1988, Mr.
Allison  served as Vice  President  and  Secretary of the Company.  From 1981 to
1987, he was a practicing oil and gas attorney with the firm of Lynch,  Chappell
& Alsup in Midland, Texas. In 1983, Mr. Allison co-founded a private independent
oil  and  gas  company,  Midwood  Petroleum,  Inc.,  which  was  active  in  the
acquisition  and  development  of oil and gas  properties  from 1983 to 1987. He
received B.B.A.,  M.S. and J.D. degrees from Baylor University in 1978, 1980 and
1981,  respectively.  Mr. Allison  currently  serves on the Board of Trustees of
Howard Payne University.

  FRANKLIN B. LEONARD, (69) Director

     Mr.  Leonard has been a director of the  Company  since 1960.  From 1961 to
1994,  Mr.  Leonard  served as President of Crossley  Surveys,  Inc., a New York
based  company which  conducted  statistical  surveys.  Mr.  Leonard's  family's
involvement in the Company spans four generations dating back to the 1880's when
Mr.  Leonard's  great  grandfather was a major  stockholder of the Company.  Mr.
Leonard  also  served as a director of Glen Ridge  Savings and Loan  Association
from 1968 to 1990. Mr. Leonard holds a B.S. degree from Yale University.

                                       3




 CECIL E. MARTIN, JR., (55) Director

     Mr.  Martin has been a director of the Company  since 1988.  Mr. Martin has
been a  investor  in the  Company  since  1987.  From  1973 to 1991 he served as
Chairman of a public  accounting  firm in Richmond,  Virginia.  Mr.  Martin also
serves as a director for Ten-Key, Inc. Mr. Martin holds a B.B.A. degree from Old
Dominion University and is a Certified Public Accountant.

  DAVID W. SLEDGE, (40) Director

     Mr. Sledge has been a director of the Company since 1996. Mr. Sledge served
as President of Gene Sledge  Drilling  Corporation,  a privately  held  contract
drilling  company based in Midland,  Texas until its sale in October  1996.  Mr.
Sledge served Gene Sledge Drilling  Corporation in various  capacities from 1979
to 1996.  Mr. Sledge is director of the  International  Association  of Drilling
Contractors  and is a past  chairman  of  the  Permian  Basin  chapter  of  this
association. He received a B.B.A. degree from Baylor University in 1979.

     There are no family relationships among any of the officers or directors of
the Company.

Meetings of the Board of Directors and Committees

     During 1996, the Board of Directors held eleven meetings, and each Director
participated in at least 75% of the meetings held.

     The Company's Audit Committee has responsibility for recommending retention
or change of the Company's independent  auditors,  reviewing with management and
the  independent  auditors the Company's  financial  statements,  accounting and
financial  policies and  practices,  audit scope and  adequacy of the  Company's
internal control structure. The Audit Committee consists of Richard S. Hickok as
Chairman,  and Franklin B. Leonard and David W.  Sledge,  as members.  The Audit
Committee  held two meetings  during 1996 at which all members were present.  In
addition,  the  Company's  Senior  Vice  President,  as  well  as the  Company's
independent public accountants, consult regularly with the Audit Committee on an
informal basis to discuss various accounting related issues.

     The Company's  Executive Committee is authorized to act and acts during the
intervals  between  the  meetings of the Board of  Directors  and has all of the
powers and authority of the Board of Directors in the management of the business
and affairs of the  Company,  except the power to declare  dividends;  to adopt,
amend or repeal  bylaws;  to adopt an agreement of merger or  consolidation;  to
sell  substantially  all of the Company's  assets; to recommend a dissolution of
the Company to the  stockholders;  or to authorize  the issuance of stock of the
Company.  The Executive  Committee  consists of M. Jay Allison as Chairman,  and
Cecil E. Martin,  Jr. and Harold R. Logan as members.  The  Executive  Committee
held two meetings during 1996 at which all members were present.

                                       4



     The Company's Compensation Committee reviews and recommends to the Board of
Directors the compensation  and promotion of officers of the Company,  the terms
of any proposed  employee  benefit  arrangements  and the making of awards under
such arrangements.  The Compensation Committee consists of Cecil E. Martin, Jr.,
as Chairman,  Harold R. Logan and David W. Sledge as members.  The  Compensation
Committee held two meetings during 1996 at which all members were present.


     The Company has not established a formal nominating committee and presently
the full Board of Directors considers director nominations.

Compensation of Directors

     The Company  pays annual fees to  directors  who are not  employees  of the
Company and reimburses  such directors for expenses in attending  meetings.  The
Company pays an annual fee of $23,000 to the Chairman of the Board of Directors,
an annual fee of $21,000 to directors who chair committees, and an annual fee of
$18,000 to the  remaining  directors.  The Company  also pays Mr.  Logan and Mr.
Martin  for  additional  services  provided  to  the  Company  under  consulting
agreements   which   provide  for  annual   payments  of  $24,000  and  $18,000,
respectively.  Under a plan established by the Board of Directors, each director
can make an annual  election to receive his director and consulting fees in cash
or in the equivalent number of shares of Common Stock at the then current market
price of Common  Stock.  In January  1996 the Company  issued  29,714  shares of
Common  Stock,  at its then current  market  value of $4.8125 per share,  to the
non-employee  directors  in full payment of director  fees for 1996  aggregating
$101,000  and for amounts due to Mr. Logan and Mr.  Martin under the  consulting
agreements aggregating $42,000. In May 1996, the Company issued shares of Common
Stock,  at its then current market value of $6.5625 per share,  to Mr. Sledge in
payment of director fees for 1996 of $11,250.

     Under  the  Company'  1991  Long-term  Incentive  Plan,  each  non-employee
director receives on the date of initial election or appointment to the Board of
Directors  options to acquire 10,000 shares of Common Stock.  In addition,  each
non-employee director receives at each annual meeting of stockholders so long as
such person remains a director options to acquire 10,000 shares of Common Stock.
The exercise price equals the fair market value on the date of grant.

     Under  Nevada law,  directors  will be elected by a plurality  vote and the
person  receiving  the  greatest  number of votes will be elected as the Class C
Director.

     Shares  represented  by proxies will be voted FOR the election of the Board
of Directors' nominee unless otherwise indicated on the proxy. If at the time of
the  meeting,  the nominee has become  unavailable  for any reason,  the persons
entitled to vote the proxy shall vote for such  substitute  nominee as they,  in
their discretion,  may determine. The Company knows of no reason why the nominee
would be unavailable to serve.

     The  Board  of  Directors  recommends  that the  Stockholders  vote FOR the
election of the nominee.

                                       5



EXECUTIVE COMPENSATION

     The following graph compares the yearly percentage change in the cumulative
total  stockholder  return on the  Company's  Common Stock during the five years
ended  December 31, 1996 with the  cumulative  return on the Nasdaq Stock Market
Index and an index composed of all publicly traded oil and gas companies  within
SIC Code 1311,  consisting  of 183  companies.  The graph  assumes that $100 was
invested in each category on the last trading day of 1991 and that dividends, if
any,  were  reinvested.  On December 17, 1996,  the  Company's  Common Stock was
listed for trading on the New York Stock Exchange.

                             Stock Performance Graph


                                [GRAPHIC OMITTED]










Value of  $100 Investment:

                                   1992      1993      1994      1995      1996
                                   ----      ----      ----      ----      ----

The Company                       $  158    $  258    $  279    $  474    $1,095
Industry Index                        95       113       119       130       173
Nasdaq Market Index                  101       121       127       165       205



                                       6



     The following table sets forth certain information  regarding  compensation
earned  during each of the  Company's  last three fiscal years by the  Company's
Chief Executive Officer and the other executive officers of the Company.

                           Summary Compensation Table
                                                                      Long-Term
                                                                    Compensation
Name and Principal                       Annual Compensation            Option
    Position                Year     Salary       Bonus    Other(1)(2)  Awards
    --------                ----     ------       -----    -----------  ------

M. Jay Allison,             1996   $ 245,000   $ 350,000   $   2,250   1,165,000
     President and Chief    1995     245,000     155,000       3,200      50,000
    Executive Officer       1994     241,500     130,000        --          --

Roland O. Burns,            1996     132,000      85,000       2,250     292,500
  Sr. Vice President and    1995     128,000      40,000       1,909      22,500
  Chief Financial Officer   1994     123,500      30,000        --          --

James L. Menke,             1996      93,200      50,000       2,250     102,500
     Vice President of      1995      90,000      30,000       1,331      10,000
     Operations (3)         1994      59,924      15,000        --          --

   (1) The value of all perquisites  provided to each executive officer by the
       Company  did not exceed the lesser of $50,000 or 10% of such  officer's
       salary and bonus for the year.
   (2) Represents  the Company's  matching  contributions  under the Company's
       401(k) Profit Sharing Plan.
   (3) Mr. Menke was elected Vice President of Operations on March 21, 1994.


     The  following  table sets forth  certain  information  with respect to the
value of the named executive  officers' option exercises in 1996 and unexercised
options at December 31, 1996.

Number of Securities Value of Unexercised Shares Underlying Unexercised In-the-Money Options Acquired on Value Options at Fiscal Year-End at Fiscal Year-End(1) Name Exercise Received Exercisable Unexercisable Exercisable Unexercisable ---- -------- -------- ----------- ------------- ----------- ------------- M. Jay Allison -- -- 670,000 910,000 $6,231,638 $2,045,000 Roland O. Burns 14,250 $ 133,594 140,000 240,000 1,241,819 660,000 James L. Menke -- -- 55,000 57,500 442,263 115,000 (1) The last sale price for a share of Common Stock as reported by the New York Stock Exchange on December 31, 1996 was $13.00 and the exercise prices of the options in this table ranged from $2.00 to $11.00 per share.
7 The following table sets forth certain information regarding stock options granted during 1996 to the named executive officers of the Company.
Number of Percent of Securities Total Options Underlying Granted To Exercise or Grant Date Options Employees in Base Price Expiration Present Name Granted Fiscal Year Per Share Date Value (1) ---- ------- ----------- --------- ---- --------- M. Jay Allison 155,000 48% $4.81 August 1, 2001 $ 399,900 125,000 63 6.56 December 1, 2001 462,500 85,000 67 11.00 April 1, 2002 646,000 800,000 67 11.00 January 1, 2006 6,080,000 --------- ---------- 1,165,000 63 $7,588,400 --------- ---------- Roland O. Burns 40,000 12% $4.81 August 1, 2001 $ 103,200 32,500 16 6.56 December 1, 2001 120,250 20,000 16 11.00 April 1, 2002 152,000 200,000 17 11.00 January 1, 2006 1,520,000 --------- ---------- 292,500 16 $1,895,450 --------- ---------- James L. Menke 30,000 9% $4.81 August 1, 2001 $ 77,400 15,000 8 6.56 December 1, 2001 55,500 7,500 6 11.00 April 1, 2002 57,000 50,000 4 11.00 January 1, 2006 380,000 --------- ---------- 102,500 6 $ 569,900 --------- ---------- (1) Grant Date Present Value is based on the Black-Scholes option pricing model with the following weighted average assumptions for the grants made in 1996: no dividend yield; expected volatility of 54.1%; expected exercise at the end of the option exercise period; and risk free interest rate of 6.3%.
Employment Agreements Effective July 1, 1996, the Company entered into employment agreements with M. Jay Allison, the President and Chief Executive Officer of the Company, and Roland O. Burns, Senior Vice President, Chief Financial Officer, Secretary and Treasurer of the Company. Under the agreements, the Company agreed to employ each of Mr. Allison and Mr. Burns for a period of 12 months at a minimum base rate of $245,000, and $132,500 per annum, respectively. Each of the agreements provides for the payment of severance benefits in an amount equal to three times the existing annual base salary of the employee upon (i) a change in control followed by (ii) the occurrence of certain specified events, including the assignment of the employee to duties inconsistent with his position immediately prior to the change in control, a reduction in the employee's salary, requiring the employee to be relocated, failure of a successor to the Company to assume the obligations of the Company under the agreement, failure of the Company to re-elect the employee to the offices held by him immediately prior to a change in control and a breach by the Company (or any successor) of any provisions of the agreement. The severance benefit payments are payable in cash in equal payments (without interest over a period not to exceed 12 months). As defined in the agreements, a "change in control" is deemed to have taken place if (a) without the approval or recommendation of a majority of the then existing Board of Directors of the Company, a third person causes or brings about the removal or resignation of a majority of the then existing members of the Board or if a third person causes or brings about an increase in the size of the Board such that the then existing members of the Board thereafter represent a minority 8 of the total number of persons comprising the entire Board; (b) a third person, including a group, becomes the beneficial owner of shares of any class of the Company's stock having 30% or more of the total number of votes that may be cast for the election of directors of the Company; (c) any shares or any class of the Company's stock are purchased pursuant to a tender or exchange offer (other than an offer by the Company); or (d) the Company's stockholders approve a merger or other business combination of the Company with or into another corporation pursuant to which the Company will not survive or will survive only as a subsidiary of another corporation, or the sale or other disposition of all or substantially all of the assets of the Company, or any combination of the foregoing. Report of Compensation Committee on Executive Compensation The duties of the Company's Compensation Committee include the annual review and approval of the Company's management compensation strategy, review and determination of individual elements of compensation for the Company's executive officers and oversight of the administration of the Company's 1991 Long-term Incentive Plan (the "Incentive Plan"). The Compensation Committee has not established any specific criteria in determining executive compensation. The goal of the Company's compensation arrangements is to attract, retain and reward personnel critical to the long-term success of the Company. To achieve this basic goal, the Compensation Committee sets annual base salaries for the chief executive officer and the other executive officers and awards discretionary cash bonuses based on the Company's financial performance during the prior year, as well as the Compensation Committee's subjective assessment of an individual's own performance and ability in the position held by that person. Base Salaries. The Company's compensation policy is for the Compensation Committee to annually review and set executive base salaries, including that of the President and Chief Executive Officer, within a competitive range given the Company's growth strategy. Once generally established, base salaries are adjusted within the competitive range on an individual basis based on past performance. In 1996, the Compensation Committee did not increase Mr. Allison's base salary. The Committee approved increases of 3.5% to the base salaries of Mr. Burns and Mr. Menke. Discretionary Cash Bonuses. The Compensation Committee awarded cash bonuses of $485,000 in the aggregate to three executive officers for 1996, including $350,000 to Mr. Allison, for their performance with respect to the Company's achievements in 1996 including completing $100 million in property acquisitions and implementing a successful development drilling program. These achievements, in the opinion of the Committee, substantially enhanced the long-term business and financial prospects of the Company,which was reflected in the performance of the Company's stock price in 1996. The amount of each bonus was determined based upon the Compensation Committee's subjective assessment of the contribution of each executive officer. With respect to Mr. Allison, the Compensation Committee primarily considered his role and performance in directing the Company's growth and results in 1996. Incentive Plan Awards. The Compensation Committee believes that a significant portion of executive compensation should be dependent on value created for the Company's stockholders. Through the Incentive Plan, stock options are granted to key management to align the interests of management with the interests of stockholders in working to increase the value of the Company's Common Stock. In May and September 1996, the Compensation Committee granted options under the Incentive Plan to purchase 1,526,500 shares of Common Stock, at exercise prices ranging from of $6.56 to $11.00 per share, to the Company's executive officers and certain other key members of management. Of the options granted, options to purchase 1,355,000 shares of Common Stock were granted to executive officers and options to purchase 191,500 shares of Common Stock were granted to other key 9 employees. Of the options granted to executive officers, options to purchase 1,010,000 shares of Common Stock were granted to Mr. Allison. Both the size of grants and the proportion relative to the total number of option shares granted generally increased as a function of the recipient's higher level of responsibility within the Company and individual performance. The factors upon which the Committee granted options, including the grants to Mr. Allison, were the same as those considered in awarding discretionary cash bonuses. The Compensation Committee Cecil E. Martin, Jr., Chairman Harold R. Logan David W. Sledge PROPOSAL NO. 2 INCREASE IN AUTHORIZED COMMON STOCK The Board of Directors has determined that it is advisable to amend Article Fourth of the Company's Restated Articles of Incorporation to increase the authorized Common Stock from 30,000,000 shares to 50,000,000 shares. The text of the proposed Article fourth is as follows: "FOURTH: That the amount of the total of the authorized capital stock of the corporation is Fifty-five Million (55,000,000) shares of which Fifty Million (50,000,000) shares are Common Stock, Fifty Cents ($.50) par value per share, and Five Million (5,000,000) shares are Preferred Stock, Ten Dollars ($10.00) par value per share. The shares of Common Stock shall be identical in all respects and shall have one vote per share on all matters on which stockholders are entitled to vote. The Preferred Stock may be issued in one or more series; shares of each series shall be identical in all respects and shall have such voting, dividend, conversion and other rights, and such preferences and privileges as may be determined by resolution of the Board of Directors of the Corporation." The Articles of Incorporation currently authorizes the Company to issue 30,000,000 shares of Common Stock and 5,000,000 shares of preferred stock. As of April 11, 1997, there were 24,174,897 shares of Common Stock issued and outstanding and 706,323 shares of preferred stock issued and outstanding. Except for 3,653,104 shares of Common Stock issuable under the Incentive Plan, the reservation of 243,530 shares for other options and warrants to purchase Common Stock, and the reservation of 1,345,377 shares of Common Stock for the conversion of the Series 1995 Convertible Preferred Stock, the Company has no specific plans or commitments for the issuance of the proposed additional shares of Common Stock. The Board of Directors believes that the increase in authorized Common Stock is necessary and desirable for future acquisitions, stock splits, stock distributions, and grants under employee benefit plans. In addition, the Company would possess greater flexibility to take advantage of potential acquisition and financing opportunities. The additional shares would be available for issuance by the Board of Directors without further stockholder action except as require by law or applicable stock exchange requirements. 10 The additional shares, upon issuance, would have the same voting and other rights as presently authorized shares of Common Stock. The holders of Common Stock do not have preemptive rights to subscribe for additional shares of Common Stock. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary for approval of the amendment to the Restated Articles of Incorporation. The Board of Directors recommends that the stockholders vote FOR the amendment to the Restated Articles of Incorporation to increase the authorized Common Stock of the Company. Proxies solicited by the Board of Directors will be so voted unless stockholders specify otherwise in their proxies. PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors, upon the recommendation of the Audit Committee, has appointed Arthur Andersen LLP as independent public accountants to audit the consolidated financial statements of the Company for 1997. Stockholders are being asked to ratify this appointment. Arthur Andersen LLP has served the Company in this capacity since 1989. Representatives of Arthur Andersen LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions. The affirmative vote of the holders of a majority of the shares of Common Stock present or represented and entitled to vote at the Annual Meeting is necessary for ratification of the appointment of the independent accountants. The Board of Directors recommends that stockholders vote FOR such ratification. Proxies solicited by the Board of Directors will be so voted unless stockholders specify otherwise in their proxies. With regard to the election of directors, votes may be cast in favor or withheld; votes that are withheld will be excluded entirely from the vote and will have no effect. Abstentions may be specified on all proposals (but not on the election of directors) and will be counted as present for purposes of the item on which the abstention is noted. Since the amendment to the Restated Articles of Incorporation requires the approval of a majority of the outstanding shares, abstentions will have the effect of a negative vote. Under the rules of the New York Stock Exchange, Inc. ("NYSE"), brokers who hold shares in street name for customers have the authority to vote on certain items when they have not received instructions from beneficial owners. Brokers that do not receive instructions are entitled to vote on the election of directors, the amendment to the Restated Articles of Incorporation and the ratification of accountants. Under applicable Nevada law, a broker non-vote will have the same effect as a vote against the proposed amendment to the Restated Articles of Incorporation, and will have no effect on the outcome of the election of directors or the ratification of accountants. 11 CERTAIN TRANSACTIONS The Company serves as general partner of Comstock DR-II Oil & Gas Acquisition Limited Partnership ("DR-II"). In 1996 the Company received $87,000 in management fees and had a receivable from DR-II of approximately $93,000 at December 31, 1996. The TCW Group, Inc. is the parent of the investment manager for certain investors which have an interest in DR-II. STOCKHOLDER PROPOSALS Any proposal which a stockholder intends to present at the Company's annual meeting of stockholders in 1998 must be received by the Company by December 16, 1997, in order to be eligible for inclusion in the proxy statement and form of proxy relating to such meeting. ANNUAL REPORT The Company's 1996 Annual Report to Stockholders (including its Annual Report on Form 10-K for the fiscal year ended December 31, 1996) is being mailed to stockholders of record together herewith. OTHER BUSINESS The Board of Directors is not aware of any matters other than those set forth above which will be presented for action by the stockholders at the Annual Meeting, but if any other matters should be presented, the persons named in the proxy intend to vote such proxies in accordance with their best judgment. BY ORDER OF THE BOARD OF DIRECTORS /s/ROLAND O. BURNS ROLAND O. BURNS SECRETARY Dallas, Texas April 15, 1997 12 FORM OF PROXY - DEFINITIVE COPY X PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. WITHHOLD AUTHORITY to vote for Nominee: FOR nominee listed Richard S. Hickok 1. Proposal to elect one (1) Class C Director (term expires ------ ------ in 2000): Instruction: (To withhold authority to vote for the individual nominee, write that nominee's name on the line below.) FOR AGAINST ABSTAIN 2. Proposal to amend the Restated Articles of Incorporation. ------ ------ ------ 3. Proposal to ratify the appointment of Arthur Andersen LLP as independent public accountants for 1997. ------ ------ ------ 4. In their discretion on such other matters properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1,2 AND 3. SIGNATURE(S) ------------------------------ DATE --------- NOTE: Please sign exactly as your name appears on the proxy. If your stock is jointly owned, both parties must sign. Fiduciaries and representatives should so indicate when signing, and when more than one is named, a majority should sign. COMSTOCK RESOURCES, INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS - MAY 15, 1997 The undersigned hereby appoints M. Jay Allison and Roland O. Burns, and each of them with full power of substitution, attorneys, agents and proxies of the undersigned to vote as directed below the shares of stock which the undersigned would be entitled to vote, if personally present, at the Annual Meeting of Stockholders of Comstock Resources, Inc. to be held Thursday, May 15, 1997 at 9:00 a.m. Dallas time and any adjournment or adjournments thereof. The undersigned hereby revokes any proxy or proxies heretofore given to vote upon or act with respect to such shares of stock and hereby ratifies and confirms all that said attorneys, their substitutes, or any of tem, may lawfully do by virtue hereof. (To Be Signed on Reverse Side.)