SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(AMENDMENT
NO. 1)*
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Stone
Energy Corporation
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(Name
of Issuer)
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Common
Stock, par value $0.01 per share
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(Title
of Class of Securities)
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861642106
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(CUSIP
Number)
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January
30, 2009
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(Date
of Event Which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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/ /
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Rule
13d-1(b)
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/ /
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Rule
13d-1(c)
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/X/
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Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of
5 pages
CUSIP No.
86164206
13G
1. Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Comstock Resources, Inc.
94-1667468
2. Check
the appropriate box if a member of a group (see instructions)
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(a)
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(b)
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3. SEC
use only
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4. Citizenship
or place of organization: USA
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Number
of shares beneficially owned by each reporting person
with:
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5.
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Sole
voting power: 5,317,069
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6.
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Shared
voting power: 0
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7.
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Sole
dispositive power: 5,317,069
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8.
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Shared
dispositive
power: 0
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9. Aggregate
amount beneficially owned by each reporting
person: 5,317,069
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10.
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Check
box if the aggregate amount in Row (9) excludes certain shares (see
instructions). [ ]
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11. Percent
of class represented by amount in Row (9): 13.3%
12. Type
of reporting person (see instructions): CO
Page 2 of
5 pages
CUSIP No.
86164206
13G
ITEM
1.
(a) Name
of Issuer: Stone Energy Corporation
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(b)
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Address
of Issuer's Principal Executive Offices: 625 E. Kaliste Saloom Road,
Lafayette, LA 70508
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ITEM
2.
(a) Name
of Person Filing: Comstock Resources, Inc.
(b) Address
of Principal Business Office or, if none, Residence:
Comstock
Resources, Inc., 5300 Town and Country Blvd., Suite 500, Frisco,
Texas 75034
(c) Citizenship:
USA
(d) Title
of Class of Securities: Common Stock, par value $0.01 per share
(e) CUSIP
Number: 861642106
ITEM
3.
If this statement is filed pursuant to Rule 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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[
]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[
]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[
]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[
]
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[
]
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An
investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
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(f)
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[
]
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An
employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
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(g)
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[
]
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A
parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G);
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(h)
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[
]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[
]
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[
]
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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Page 3 of
5 pages
CUSIP No.
86164206
13G
ITEM
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned: 5,317,069
(b) Percent
of class: 13.3%
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or to direct the vote: 5,317,069
(ii) Shared
power to vote or to direct the vote: 0
(iii) Sole
power to dispose or to direct the disposition
of: 5,317,069
(iv) Shared
power to dispose or to direct the disposition of: 0
ITEM
5. Ownership
of Five Percent or Less of a Class.
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following. [ ]
ITEM
6. Ownership
of More than Five Percent on Behalf of Another Person.
Not
applicable.
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ITEM
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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Not
applicable.
ITEM
8. Identification
and Classification of Members of the Group.
Not
applicable.
ITEM
9. Notice
of Dissolution of Group.
Not
applicable.
ITEM
10. Certification.
Not
applicable.
Page 4 of
5 pages
CUSIP No.
86164206
13G
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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January
30, 2009
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Date
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COMSTOCK
RESOURCES, INC.
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By:
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/s/
Roland O. Burns
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Signature
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Roland
O. Burns, Senior Vice President,
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Chief
Financial Officer and Secretary
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Name/Title
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ATTENTION: INTENTIONAL
MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 5 of
5 pages