FORM 10-C

                 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.)

                     CHANGE IN NUMBER OF SHARES OUTSTANDING

         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)