Report by Issuer of Securities Quoted on NASDAQ
                          Interdealer Quotation System

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

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

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

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


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

1.   Title of Security                                        Common Stock

2.   Number of shares outstanding before the change             13,724,754

3.   Number of shares outstanding after the change              15,724,754

4.   Effective date of change                                July 11, 1996

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

              Conversion of 1994 Series B Convertible Preferred Stock

6.   Give brief description of transaction:

     On July 11, 1996,  the Company  converted the 1,000,000  shares of the 1994
Series B  Convertible  Preferred  Stock into  2,000,000  shares of the Company's
common stock.

Date July 12, 1996          /s/ROLAND O. BURNS
                            Roland O. Burns
                            Senior Vice President,
                            Chief Financial Officer,
                            Secretary, and Treasurer
                            (Principal Financial and Accounting Officer)