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                                                                     Exhibit 4.1

                            COMSTOCK RESOURCES, INC.,

                                   GUARANTORS

                                  NAMED HEREIN

                                       and

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                     Trustee


                            -------------------------


                          SECOND SUPPLEMENTAL INDENTURE

                           dated as of March 11, 2004

                                       to

                                    INDENTURE

                          dated as of February 25, 2004


                            -------------------------


                          6 7/8% Senior Notes due 2012




         THIS SECOND SUPPLEMENTAL INDENTURE dated as of March 11, 2004 (as
originally executed and as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, this "Second Supplemental Indenture"), is among
COMSTOCK RESOURCES, INC., a Nevada corporation (hereinafter called the
"Company"), the GUARANTORS (as defined in the Indenture) and THE BANK OF NEW
YORK TRUST COMPANY, N.A., as Trustee (hereinafter called the "Trustee").
Capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to them in the Indenture (as defined below).

                             RECITALS OF THE COMPANY

         WHEREAS, the Company, the Guarantors and the Trustee entered into an
Indenture dated as of February 25, 2004 (the "Original Indenture"), as the same
was amended and supplemented by that certain First Supplemental Indenture dated
as of February 25, 2004 (the "First Supplemental Indenture" and, together with
the Original Indenture, the "Indenture"), providing for the issuance by the
Company from time to time, and the establishment of the terms of, the Company's
6 7/8% Senior Notes due 2012;

         WHEREAS, Section 6.10 of the First Supplemental Indenture provides that
each Restricted Subsidiary that guarantees the payment of, assumes or in any
other manner becomes liable (whether directly or indirectly) with respect to any
Indebtedness of the Company or any other Restricted Subsidiary of the Company,
including, without limitation, Indebtedness under the Bank Credit Facility, will
execute and deliver a supplemental indenture agreeing to be bound by the terms
of the Indenture applicable to a Guarantor and providing for a Guarantee of the
Securities;

         WHEREAS, effective March 10, 2004, (i) the Company formed Comstock Oil
& Gas GP, LLC, a Nevada limited liability company ("COG-GP"), and Comstock Oil &
Gas Investments, LLC, a Nevada limited liability company ("Investments"), and
contributed 0.1% of all outstanding stock of Comstock Oil & Gas, Inc., a Nevada
corporation and an existing Restricted Subsidiary ("COGI"), to COG-GP and 99.9%
of the stock of COGI to Investments, and (ii) pursuant to Articles of
Conversion, COGI converted into a Nevada limited partnership, which is now known
as Comstock Oil & Gas, LP; and

         WHEREAS, COG-GP and Investments (collectively, the "Additional
Guarantors") have become Restricted Subsidiaries and desire to execute this
Second Supplemental Indenture for the purpose of agreeing to be bound by the
terms of the Indenture applicable to a Guarantor and providing for a Guarantee
of the Securities.

         NOW, THEREFORE, for the purposes stated herein and for and in
consideration of the premises and covenants contained in the Indenture and in
this Second Supplemental Indenture and for other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, it is mutually
covenanted and agreed as follows:




                                   ARTICLE I.

         Section 1.1 Additional Guarantors.

         (a) From the date of this Second Supplemental Indenture, in accordance
with Section 6.10 of the First Supplemental Indenture, each of the Additional
Guarantors shall be subject to the provisions, and agrees to be bound by the
terms, of the Indenture applicable to a Guarantor; and each of the Additional
Guarantors hereby unconditionally, jointly and severally, guarantees to each
Holder of Securities authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, the full and prompt performance of the
Company's obligations under the Indenture and the Securities.

         (b) Notwithstanding the foregoing and the other provisions of the
Indenture, the Guarantees of the Additional Guarantors shall be automatically
and unconditionally released and discharged upon the terms and conditions set
forth in Section 9.3 of the First Supplemental Indenture.

                                   ARTICLE II

         Section 2.1 Ratification of Indenture.

         As supplemented by this Second Supplemental Indenture, the Indenture is
in all respects ratified and confirmed, and the Indenture as supplemented by
this Second Supplemental Indenture shall be read, taken and construed as one and
the same instrument.

         Section 2.2 Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Second Supplemental
Indenture by any provision of the Trust Indenture Act, such required provisions
shall control.

         Section 2.3 Counterparts.

         This Second Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

         Section 2.4 Governing Law.

         This Second Supplemental Indenture and the Guarantees contained herein
shall be governed by, and construed and enforced in accordance with, the laws of
the State of New York but without giving effect to applicable principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.






         IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the day and year first
above written.


                          ISSUER:

                          COMSTOCK RESOURCES, INC.


                          By: /s/ Roland O. Burns
                             ---------------------------------------------------
                              Roland O. Burns
                              Senior Vice President, Chief Financial Officer,
                              Secretary and Treasurer


                          GUARANTORS:

                          COMSTOCK OIL & GAS, LP


                          By: /s/ Roland O. Burns
                             ---------------------------------------------------
                              Roland O. Burns

                              Senior Vice President, Chief Financial Officer,
                              Secretary and Treasurer of COMSTOCK RESOURCES,
                              INC., a Nevada corporation, acting in its capacity
                              as the sole member of COMSTOCK OIL & GAS GP, LLC,
                              a Nevada limited liability company, and as the
                              sole member of such entity, acting on behalf of
                              such entity in such entity's capacity as the sole
                              general partner of COMSTOCK OIL & GAS, LP, a
                              Nevada limited partnership

                          COMSTOCK OIL & GAS HOLDINGS, INC.


                          By: /s/ Roland O. Burns
                             ---------------------------------------------------
                              Roland O. Burns
                              Senior Vice President, Chief Financial Officer,
                              Secretary and Treasurer



                           [SIGNATURE PAGE CONTINUES]



                          COMSTOCK OIL & GAS-LOUISIANA, LLC


                          By: /s/ Roland O. Burns
                             ---------------------------------------------------
                              Roland O. Burns
                              Manager, Senior Vice President, Chief Financial
                              Officer, Secretary and Treasurer

                          COMSTOCK OFFSHORE, LLC


                          By: /s/ Roland O. Burns
                             ---------------------------------------------------
                              Roland O. Burns
                              Manager, Senior Vice President, Chief Financial
                              Officer, Secretary and Treasurer


                          ADDITIONAL GUARANTORS:

                          COMSTOCK OIL & GAS GP, LLC


                          By: /s/ Roland O. Burns
                             ---------------------------------------------------
                              Roland O. Burns
                              Senior Vice President, Chief Financial Officer,
                              Secretary and Treasurer of COMSTOCK RESOURCES,
                              INC., a Nevada corporation, acting on behalf of
                              such entity in its capacity as the sole member of
                              COMSTOCK OIL & GAS GP, LLC


                          COMSTOCK OIL & GAS INVESTMENTS, LLC


                          By: /s/ Roland O. Burns
                             ---------------------------------------------------
                              Roland O. Burns
                              Manager





                          TRUSTEE:


                          THE BANK OF NEW YORK TRUST COMPANY, N.A.


                          By: /s/ Patrick T. Giordano
                             ---------------------------------------------------
                              Patrick T. Giordano
                              Vice President

                                                                    Exhibit 10.1

                               SECOND AMENDMENT TO
                            COMSTOCK RESOURCES, INC.
                          1999 LONG-TERM INCENTIVE PLAN

      WHEREAS, Comstock Resources, Inc., a Nevada corporation (the "Company")
established the Comstock Resources, Inc., 1999 Long-term Incentive Plan (the
"Plan"), for the benefit of its directors and eligible employees; and

      WHEREAS, the Company reserved the right to amend the Plan under the terms
thereof, subject to stockholder approval in certain instances; and

      WHEREAS, recent New York Stock Exchange rules make it desirable to amend
the Plan in order to establish a fixed term for the Plan; and

      WHEREAS, pending changes to the financial accounting rules for stock
options make it desirable to authorize the award of Stock Units under the Plan
in addition to Restricted Stock and Performance Units.

      NOW, THEREFORE, the Plan is hereby amended effective as of April 1, 2004,
to provide as follows:

      I.    Paragraph 2. of the Plan is amended to provide as follows:

            1.    Effective Date. The 1999 Plan was effective as of April 1,
1999, and was approved by the stockholders of the Company at its 1999 annual
meeting. The 1999 Plan was amended in 2001. The 1999 Plan originally provided
that its term was unlimited in duration. Effective April 1, 2004, the 1999 Plan
was amended to provide that its term shall extend until March 31, 2009, and that
no awards may be made under the 1999 Plan after ten (10) years from the earlier
of the date of its adoption by the Board or the date of its approval by the
stockholders of the Company.

      II.   Part V. of the Plan is amended to provide as follows:

                      I. STOCK UNITS AND PERFORMANCE UNITS

            1.    Definition. A "Stock Unit" Award is the grant of a right to
receive shares of Stock in the future. Performance Units are awards to
Participants who may receive value for the units at the end of a Performance
Period. The number of units earned, and value received for them, will be
contingent on the degree to which the performance measures established at the
time of the initial award are met. The term "Performance Units" as used in Parts
I through IV of the Plan shall be deemed to include both Stock Units and
Performance Units.

            2.    Eligibility. The Committee shall designate the Participants to
whom Stock Units or Performance Units are to be awarded, and the number of units
to be the subject of such awards. Performance Units shall be awarded only to key
employees of the Company, and no Non-employee Director shall be eligible to
receive an award of a Performance Unit.



            3.    Terms and Conditions of Awards. For each Participant, the
Committee will determine the timing of awards; the number of Stock Units or
Performance Units awarded; the value of Performance Units; the value of
Performance Units, which may be stated either in cash or in shares of Stock; the
performance measures used for determining whether the Performance Units are
earned; the performance period during which the performance measures will apply;
the relationship between the level of achievement of the performance measures
and the degree to which Performance Units are earned; whether, during or after
the performance period, any revision to the performance measures or performance
period should be made to reflect significant events or changes that occur during
the performance period; the number of earned Performance Units that will be paid
in cash and/or shares of Stock.; and whether dividend equivalents will be paid
on Stock Units, either currently or on a deferred basis.

            4.    Payment. The Committee will compare the actual performance to
the performance measures established for the performance period and determine
the number of Performance Units to be paid and their value. Payment for
Performance Units earned shall be wholly in cash, wholly in Stock or in a
combination of the two, in a lump sum or installments, and subject to vesting
requirements and such other conditions as the Committee shall determine. The
Committee will determine the number of earned units to be paid in cash and the
number to be paid in Stock. For Performance Units awarded in shares of Stock,
one share of Stock will be paid for each unit earned, or cash will be paid for
each unit earned equal to either (a) the Fair Market Value of a share of Stock
at the end of the Performance Period or (b) the Fair Market Value of a share of
Stock averaged for a number of days determined by the Committee. For Performance
Units awarded in cash, the value of each unit earned will be paid in its initial
cash value, or shares of Stock will be distributed based on the cash value of
the units earned divided by (a) the Fair Market Value of a share of Stock at the
end of the Performance Period or (b) the Fair Market Value of a share of Stock
averaged for a number of days determined by the Committee.

            5.    Retirement, Death or Termination. A Participant whose
employment with the Company and all Subsidiaries terminates during a performance
period because of Retirement or death shall be entitled to the prorated value of
earned Performance Units, issued with respect to that performance period, at the
conclusion of the performance period based on the ratio of the months employed
during the period to the total months of the performance period. If a
Participant's employment with the Company and all Subsidiaries terminates during
a performance period for any reason other than Retirement or death, the
Performance Units issued with respect to that performance period will be
forfeited on the date such Participant's employment terminates. Notwithstanding
the foregoing provisions of this Part V, if a Participant's employment with the
Company and all Subsidiaries terminates before the end of the Performance Period
with respect to any Performance Units awarded to him, the Committee may
determine that the Participant will be entitled to receive all or any portion of
the units that he or she would otherwise receive, and may accelerate the
determination and payment of the value of such units or make such other
adjustments as the Committee, in its sole discretion, deems desirable.



      Executed this 7th day of April, 2004.

                                   COMSTOCK RESOURCES, INC.

                                   By: /s/ M. JAY ALLISON
                                       -----------------------

                                           M. Jay Allison
                                           President and Chief Executive Officer

                                                                    Exhibit 10.2

                               FIRST AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

      This First Amendment to Amended and Restated Credit Agreement (this "FIRST
AMENDMENT") dated as of March 31, 2004, to be effective as set forth in Section
5 hereof, is among Comstock Resources, Inc., a Nevada corporation ("BORROWER"),
the financial institutions party hereto, and Bank of Montreal, as administrative
agent and as letter of credit issuing bank.

                              PRELIMINARY STATEMENT

      A.    The Borrower has entered into a certain Amended and Restated Credit
Agreement dated as of February 25, 2004, among Borrower, the lenders party
thereto (the "EXISTING LENDERS"), Bank of Montreal, as administrative agent (in
such capacity, the "ADMINISTRATIVE AGENT") and as issuing bank (in such
capacity, the "ISSUING BANK"), Bank of America, N.A., as syndication agent, and
Comerica Bank, Fortis Capital Corp., and Union Bank of California, N.A., as
co-documentation agents, (such Amended and Restated Credit Agreement, as
amended, restated or supplemented from time to time until the date hereof, the
"CREDIT AGREEMENT").

      B.    The Borrower has requested that the Credit Agreement be amended and
modified to allow The Bank of Nova Scotia ("SCOTIA"), Bank of Scotland
("SCOTLAND"), Compass Bank ("COMPASS"), Credit Lyonnais New York Branch ("CREDIT
LYONNAIS"), Hibernia National Bank ("HIBERNIA") and Natexis Banques Populaires
("NATEXIS"; and together with Scotia, Scotland, Compass, Credit Lyonnais and
Hibernia, collectively, the "NEW LENDERS") to become "Lenders" party to the
Credit Agreement, as set forth herein.

      C.    Subject to the terms and conditions of this First Amendment, the
Existing Lenders, the New Lenders, the Administrative Agent and the Issuing Bank
have agreed to enter into this First Amendment in order to effectuate such
amendments and modifications.

      NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties agree as follows:

      Section 1. DEFINITIONS. Unless otherwise defined in this First Amendment,
each capitalized term used in this First Amendment (including in the preliminary
statement above) has the meaning assigned to such term in the Credit Agreement.

      Section 2. AMENDMENT OF CREDIT AGREEMENT.

                  (a)   The Credit Agreement is hereby amended by deleting the
            existing Schedule 2.1 to the Credit Agreement and inserting in its
            place the text contained in Attachment 1 attached to this First
            Amendment as the new Schedule 2.1 to the Credit Agreement.

                  (b)   The Credit Agreement is hereby amended by inserting at
            the end of the existing Schedule 10.2 to the Credit Agreement the
            text contained in Attachment 2 attached to this First Amendment.



      Section 3. SCOTIA, SCOTLAND, COMPASS, CREDIT LYONNAIS, HIBERNIA AND
NATEXIS AS LENDERS.

                  (a)   Upon the effectiveness of this First Amendment and by
            its execution and delivery hereof, each of Scotia, Scotland,
            Compass, Credit Lyonnais, Hibernia and Natexis shall be deemed
            automatically to have become a party to the Credit Agreement, shall
            have all the rights and obligations, severally and not jointly, of a
            "Lender" under the Credit Agreement and the other Loan Documents as
            if each were an original signatory thereto, and shall agree, and
            does hereby agree, severally and not jointly, to be bound by the
            terms and conditions set forth in the Credit Agreement and the other
            Loan Documents to which the Lenders are a party, in each case, as if
            each were an original signatory thereto.

                  (b)   Each of Scotia, Scotland, Compass, Credit Lyonnais,
            Hibernia and Natexis, severally and not jointly, (i) confirms that
            it has received a copy of the Credit Agreement, together with copies
            of the financial statements referred to in Section 5.5 thereof and
            such other documents and information as it has deemed appropriate to
            make its own credit analysis and decision to enter into this First
            Amendment and the Credit Agreement; (ii) agrees that is has
            independently and without reliance upon the Assignor or the
            Administrative Agent and based on such information as it has deemed
            appropriate, made its own credit analysis and decision to enter into
            this First Amendment and the Credit Agreement (and that it will,
            independently and without reliance upon the Administrative Agent,
            the Issuing Bank, the Arranger or any other Lender and based on such
            documents and information as it shall deem appropriate at the time,
            continue to make its own credit decisions in taking or not taking
            action under the Credit Agreement); (iii) represents and warrants
            that (1) its name set forth herein is its legal name, (2) it has the
            full power and authority and the legal right to make, deliver and
            perform, and has taken all necessary action, to authorize the
            execution, delivery and performance of this First Amendment, and any
            and all other documents delivered by it in connection herewith and
            to fulfill its obligations under, and to consummate the transactions
            contemplated by, this First Amendment, the Credit Agreement and the
            Loan Documents, (3) no consent or authorization of, filing with, or
            other act by or in respect of any Governmental Authority, is
            required in connection in connection herewith or therewith, and (4)
            this First Amendment constitutes its legal, valid and binding
            obligation; (iv) appoints and authorizes the Administrative Agent to
            take such action as agent on its behalf and to exercise such powers
            and discretion under the Loan Documents as are delegated to the
            Administrative Agent by the terms thereof, together with such powers
            and discretion as are reasonably incidental thereto; (v) appoints
            and authorizes the Issuing Bank to take such action as letter of
            credit issuing bank on its behalf and to exercise such powers and
            discretion under the Loan Documents as are delegated to the Issuing
            Bank by the terms thereof, together with such powers and discretion
            as are reasonably incidental thereto; (vi) agrees that it will
            perform in accordance with their terms all of the obligations that
            by the terms of the Credit Agreement are required to be performed by
            it as a Lender; and (vii) represents and warrants that under
            applicable Laws no tax will be required to be withheld by the


                                       2


            Administrative Agent or the Borrower with respect to any payments to
            be made to such New Lender hereunder or under any Loan Document, and
            no tax forms described in Section 3.8 of the Credit Agreement are
            required to be delivered by such New Lender (or if required, such
            tax forms have been delivered to the Administrative Agent as
            required under Section 3.8 of the Credit Agreement).

                  (c)   Each of Scotia, Scotland, Compass, Credit Lyonnais,
            Hibernia and Natexis hereby advises each other party hereto that its
            respective address for notices and its respective Lending Office
            shall be as set forth below its name on Schedule 10.2 to the Credit
            Agreement (as amended hereby).

      Section 4. RATIFICATION. The Borrower hereby ratifies and confirms all of
the Obligations under the Credit Agreement and the other Loan Documents.

      Section 5. EFFECTIVENESS. This First Amendment shall become effective as
of the date first written above upon satisfaction of each of the conditions set
forth in this Section 5:

                  (a)   The Administrative Agent shall have received duly
            executed counterparts of this First Amendment from the Borrower, the
            Issuing Bank and each Lender (including each New Lender), and duly
            acknowledged by each of the Guarantors.

                  (b)   The Borrower shall deliver to the Administrative Agent
            on behalf of each Existing Lender whose Percentage Share is
            decreasing upon the effectiveness of this First Amendment and each
            New Lender a promissory note dated the Closing Date and payable to
            each such Lender in a maximum principal amount equal to such
            Lender's Percentage Share (as shown on Attachment 1 hereto) of
            $400,000,000, which Note shall be a renewal and replacement of, and
            shall be given in substitution and exchange for, but not in payment
            of, those Notes held by the Existing Lenders prior to the
            effectiveness of this First Amendment.

                  (c)   The Borrower shall have confirmed and acknowledged to
            the Administrative Agent, the Issuing Bank and the Lenders, and by
            its execution and delivery of this First Amendment the Borrower does
            hereby confirm and acknowledge to the Administrative Agent, the
            Issuing Bank and the Lenders, that (i) the execution, delivery and
            performance of this First Amendment has been duly authorized by all
            requisite corporate action on the part of the Borrower; (ii) the
            Credit Agreement and each other Loan Document to which it is a party
            constitute valid and legally binding agreements enforceable against
            the Borrower in accordance with their respective terms, except as
            such enforceability may be limited by bankruptcy, insolvency,
            reorganization, moratorium, fraudulent transfer or other similar
            laws relating to or affecting the enforcement of creditors' rights
            generally and by general principles of equity, (iii) the
            representations and warranties by the Borrower contained in the
            Credit Agreement and in the other Loan Documents are true and
            correct on and as of the date hereof in all material respects as
            though made as of the date hereof, and (iv) no Default or Event of
            Default exists under the Credit Agreement or any of the other Loan
            Documents.

                                       3


                  (d)   The Administrative Agent shall have received a
            certificate of insurance of the Borrower and its Subsidiaries
            evidencing that the Borrower and its Subsidiaries are carrying
            insurance in accordance with Section 6.7 of the Credit Agreement
            naming the Administrative Agent as a loss payee and the
            Administrative Agent and the Lenders (including the New Lenders) as
            additional insureds and that such insurance is in full force and
            effect.

      Section 6. RENEWAL AND CONTINUATION OF EXISTING LOANS. Upon the
effectiveness of this First Amendment:

                  (a)   All of the Obligations outstanding under the Credit
            Agreement as of the date of such effectiveness shall hereby be
            restructured, rearranged, renewed, extended and continued under the
            Credit Agreement (as amended hereby) and all Loans outstanding under
            the Credit Agreement as of the date of such effectiveness shall
            hereby become Loans outstanding under the Credit Agreement (as
            amended hereby).

                  (b)   In connection herewith, the Existing Lenders hereby
            sell, assign, transfer and convey, and each of Scotia, Scotland,
            Compass, Credit Lyonnais, Hibernia and Natexis hereby purchases and
            accepts, so much of the Aggregate Commitments under, Loans
            outstanding under, and participations in Letters of Credit issued
            pursuant to, the Credit Agreement such that the Percentage Share of
            each Lender (including the Existing Lenders and each of Scotia,
            Scotland, Compass, Credit Lyonnais, Hibernia and Natexis) shall be
            as set forth on Schedule 2.1 to the Credit Agreement (as amended
            hereby). The foregoing assignments, transfers and conveyances are
            without recourse to the Existing Lenders and without any warranties
            whatsoever by the Administrative Agent, the Issuing Bank or any
            Existing Lender as to title, enforceability, collectibility,
            documentation or freedom from liens or encumbrances, in whole or in
            part, other than the warranty of each Existing Lender that it has
            not previously sold, transferred, conveyed or encumbered such
            interests.

      Section 7. REPRESENTATIONS OF EXISTING LENDERS. Each Existing Lender
represents and warrants to the Administrative Agent, each other Existing Lender
and each New Lender that (1) it has the power and authority and the legal right
to make, deliver and perform, and has taken all necessary action, to authorize
the execution, delivery and performance of this First Amendment and to fulfill
its obligations under, and to consummate the transactions contemplated by, this
First Amendment, and no consent or authorization of, filing with, or other act
by or in respect of any Governmental Authority, is required in connection in
connection herewith or therewith; and (2) this First Amendment constitutes the
legal, valid and binding obligation of such Existing Lender. None of the
Administrative Agent, the Issuing Bank or any Existing Lender makes any
representation or warranty or assumes any responsibility with respect to the
financial condition of the Borrower or any of its Affiliates or the performance
by the Borrower or any of its Affiliates of their respective obligations under
the Loan Documents, and none of the Administrative Agent, the Issuing Bank or
any Existing Lender assumes any responsibility with respect to any statements,
warranties or representations made under or in

                                       4


connection with any Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Loan Document other
than as expressly set forth above.

      Section 8. GOVERNING LAW. This First Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York (without giving
effect to the principles thereof relating to conflicts of law except section
5-1401 of the New York General Obligations Law).

      Section 9. MISCELLANEOUS. (a) On and after the effectiveness of this First
Amendment, each reference in each Loan Document to "this Agreement", "this
Note", "this Mortgage", "hereunder", "hereof" or words of like import, referring
to such Loan Document, and each reference in each other Loan Document to "the
Credit Agreement", "the Notes", "the Mortgages", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, the Notes, or the
Mortgage or any of them, shall mean and be a reference to such Loan Document,
the Credit Agreement, the Notes, the Mortgage or any of them, as amended or
otherwise modified by this First Amendment; (b) the execution, delivery and
effectiveness of this First Amendment shall not, except as expressly provided
herein, operate as a waiver of any default of the Borrower or any other Loan
Party or any right, power or remedy of the Administrative Agent, the Issuing
Bank and the Lenders under any of the Loan Documents, nor constitute a waiver of
any provision of any of the Loan Documents; (c) this First Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement; and (d) delivery of an executed counterpart of a signature page to
this First Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this First Amendment.

      Section 10. FINAL AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

                                       5


      IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed by its officers thereunto duly authorized as of the date first above
written.

                                            BORROWER:

                                            COMSTOCK RESOURCES, INC.,
                                            a Nevada corporation

                                            By: /s/ ROLAND O. BURNS
                                                -----------------------
                                            Name:  Roland O. Burns
                                            Title: Chief Financial Officer

                                            ADMINISTRATIVE AGENT, ISSUING BANK
                                            AND LENDERS:

                                            BANK OF MONTREAL,
                                            as Administrative Agent, Issuing
                                            Bank and Lender

                                            By: /s/ JAMES V. DUCOTE
                                                -----------------------
                                            Name:  James V. Ducote
                                            Title: Director

                                            BANK OF AMERICA, N.A.,

                                            By: /s/ STEVEN A. MACKENZIE
                                                -------------------------
                                            Name: Steven A. Mackenzie
                                            Title: Vice President

                                            FORTIS CAPITAL CORP.

                                            By: /s/ DAVID MONTGOMERY
                                                ------------------------
                                            Name: David Montgomery
                                            Title: Senior Vice President

                                            By: /s/ DARRELL W. HOLLEY
                                                ------------------------
                                            Name: Darrell W. Holley
                                            Title: Managing Director

                                      S-1


                                            COMERICA BANK

                                            By: /s/ PETER L. SEFZIK
                                                ------------------------
                                            Name: Peter L. Sefzik
                                            Title: Vice President

                                            UNION BANK OF CALIFORNIA, N.A.

                                            By: /s/ SEAN MURPHY
                                                ------------------------
                                            Name: Sean Murphy
                                            Title: Vice President

                                            THE BANK OF NOVA SCOTIA

                                            By: /s/ NADINE BELL
                                                -------------------------
                                            Name: Nadine Bell
                                            Title: Senior Manager

                                            BANK OF SCOTLAND

                                            By: /s/ JOSEPH FRATUS
                                                -------------------------
                                                Name: Joseph Fratus
                                                Title: First Vice President

`                                           COMPASS BANK

                                            By: /s/ DOROTHY MARCHAND
                                                -------------------------
                                            Name:  Dorothy Marchand
                                            Title: Senior Vice President

                                      S-2


                                            CREDIT LYONNAIS NEW YORK BRANCH

                                            By: /s/ PHILIPPE SOUSTRA
                                                -------------------------
                                            Name:  Philippe Soustra
                                            Title: Executive Vice President

                                            HIBERNIA NATIONAL BANK

                                            By: /s/ DARIA MAHONEY
                                                -------------------------
                                            Name: Daria Mahoney
                                            Title: Vice President

                                            NATEXIS BANQUES POPULAIRES

                                            By: /s/ DONOVAN C. BROUSSARD
                                                -------------------------
                                            Name: Donovan C. Broussard
                                            Title: Vice President & Manager

                                            By: /s/ LOUIS P. LAVILLE, III
                                                --------------------------
                                            Name:  Louis P. Laville, III
                                            Title: Vice President & Manager

                                      S-3



                          ACKNOWLEDGMENT BY GUARANTORS

      Each of the undersigned Guarantors hereby (i) consents to the terms and
conditions of that certain First Amendment to Credit Agreement dated as of March
31, 2004 (the "First Amendment"), (ii) acknowledges and agrees that its consent
is not required for the effectiveness of the First Amendment, (iii) ratifies and
acknowledges its respective Obligations under each Loan Document to which it is
a party, and (iv) represents and warrants that (a) no Default or Event of
Default has occurred and is continuing, (b) it is in full compliance with all
covenants and agreements pertaining to it in the Loan Documents, and (c) it has
reviewed a copy of the First Amendment.

                               COMSTOCK OIL & GAS HOLDINGS, INC.
                               COMSTOCK OIL & GAS - LOUISIANA, LLC
                               COMSTOCK OFFSHORE, LLC
                               COMSTOCK OIL & GAS GP, LLC,
                                   By Comstock Resources, Inc., its sole member

                               COMSTOCK OIL & GAS, LP, By
                                   Comstock Oil & Gas GP, LLC,
                                   its general partner,
                                   By Comstock Resources, Inc., its sole member

                               By: /s/ ROLAND O. BURNS
                                   -----------------------
                               Name:  Roland O. Burns
                               Title: Chief Financial Officer

                               COMSTOCK OIL & GAS INVESTMENTS, LLC

                               By: /s/ ROLAND O. BURNS
                                   --------------------
                               Name:  Roland O. Burns
                               Title: Manager

                                      S-4


                                  ATTACHMENT 1

                                                                    SCHEDULE 2.1

                                   COMMITMENTS
                              AND PERCENTAGE SHARES



LENDER                                  COMMITMENT              PERCENTAGE SHARE
- --------------------------------        ---------------         ----------------
                                                          
Bank of Montreal                        $ 77,333,333.33            19.33333333%
Bank of America, N.A.                     44,000,000.00            11.00000000%
Comerica Bank                             44,000,000.00            11.00000000%
Fortis Capital Corp.                      44,000,000.00            11.00000000%
Union Bank of California, N.A.            44,000,000.00            11.00000000%
Bank of Scotland                        $ 33,333,333.33             8.33333333%
The Bank of Nova Scotia                 $ 26,666,666.67             6.66666667%
Credit Lyonnais, New York Branch        $ 26,666,666.67             6.66666667%
Compass Bank                            $ 20,000,000.00             5.00000000%
Hibernia National Bank                  $ 20,000,000.00             5.00000000%
Natexis Banques Populaires              $ 20,000,000.00             5.00000000%
Total                                   $400,000,000.00           100.00000000%


                                  Attachment 1



                                  ATTACHMENT 2

THE BANK OF NOVA SCOTIA
Address for Notices:

The Bank of Nova Scotia
Houston Representative Office
1100 Louisiana, Suite 3000
Houston, TX  77002
Attention: Bobby Roberts
Telephone: (713) 759-3436
Facsimile: (713) 752-2425
Electronic Mail: bobby_roberts@scotiacapital.com

Lending Office:

The Bank of Nova Scotia
Atlanta Agency
Suite 2700, 600 Peachtree St. N.E.
Atlanta, GA  30308

                                Attachment 2 - 1




BANK OF SCOTLAND

Address for Notices:
Bank of Scotland
565 Fifth Avenue
New York, NY  10017
Attention: Shirley Vargas
           Vice President

Telephone: 212 450-0875
Facsimile: (212) 479-2807
Electronic Mail: shirley_vargas@bankofscotland.com

Lending Office:
Bank of Scotland
565 Fifth Avenue
New York, NY 10017

                                Attachment 2 - 2



COMPASS BANK

Address for Notices:
Compass Bank
24 Greenway Plaza, Suite 1400A
Houston, TX  77046
Attention: Dorothy Marchand
Telephone: (713) 968-8272
Facsimile: (713) 968-8292
Electronic Mail: dorothy.marchand@compassbnk.com

Lending Office:
Compass Bank
24 Greenway Plaza, Suite 1400A
Houston, TX  77046

                                Attachment 2 - 3



CREDIT LYONNAIS NEW YORK BRANCH

Address for Notices:
Credit Lyonnais New York Branch
1301 Travis, Suite 2100
Houston, TX  77002
Attention: Richard Kaufman
Telephone: (713) 890-8605
Facsimile: (713) 890-8666
Electronic Mail: Richard.Kaufman@clamericas.com

Lending Office:
Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, New York 10019

                                Attachment 2 - 4



Hibernia National Bank

Address for Notices:
Hibernia National Bank
313 Carondelet St., 10th Floor
New Orleans, LA  70130
Attention: Daria Mahoney
Telephone: (504) 533-2589
Facsimile: (504) 533-5434
Electronic Mail: dmahoney@hibernia.com

Lending Office:
Hibernia National Bank
313 Carondelet St., 10th Floor
New Orleans, LA  70130

                                Attachment 2 - 5





NATEXIS BANQUES POPULAIRES
Address for Notices:
Natexis Banques Populaires
Natexis Banque
Southwest Representative Office
333 Clay Street, Suite 4340
Houston, TX  77002
Attention: Tanya McAllister
Telephone: (713) 759-9401
Facsimile: (713) 571-6165
Electronic Mail: Tanya.mcallister@nyc.nxbp.com

With a copy to:
Natexis Banque
New York Branch
645 5th Avenue, 20th Floor
New York, NY  10022
Attention: Stacey Caruth
Facsimile: (212) 872-5160

Lending Office:
Natexis Banques Populaires
Natexis Banque
Southwest Representative Office
333 Clay Street, Suite 4340
Houston, TX  77002

                                Attachment 2 - 6

                                                                    Exhibit 15.1


May 7, 2004


Comstock Resources, Inc.
5300 Town and Country Boulevard
Suite 500
Frisco, Texas 75034

Shareholders and Board of Directors
Comstock Resources, Inc.

We are aware of the incorporation by reference in the previously filed
registration statements (Nos. 33-20981, 33-88962, 333-111237 and 333-112100) of
Comstock Resources, Inc. of our report dated May 5, 2004 relating to the
unaudited consolidated interim financial statements of Comstock Resources, Inc.
that are included in its Form 10-Q for the quarter ended March 31, 2004.

                                         /s/ Ernst & Young LLP

Dallas, Texas

                                                                    Exhibit 31.1


                            SECTION 302 CERTIFICATION


I, M. Jay Allison, certify that:

      1.    I have reviewed this March 31, 2004 Form 10-Q of Comstock Resources,
            Inc;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

                  (a)   Designed such disclosure controls and procedures, or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the registrant, including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this report is being prepared;

                  (b)   Evaluated the effectiveness of the registrant's
                        disclosure controls and procedures and presented in this
                        report our conclusions about the effectiveness of the
                        disclosure controls and procedures, as of the end of the
                        period covered by this report based on such evaluation;
                        and

                  (c)   Disclosed in this report any change in the registrant's
                        internal control over financial reporting that occurred
                        during the registrant's most recent fiscal quarter (the
                        registrant's fourth fiscal quarter in the case of an
                        annual report) that has materially affected, or is
                        reasonably likely to materially affect, the registrant's
                        internal control over financial reporting; and

      5.    The registrant's other certifying officer and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of the registrant's board of directors (or persons
            performing the equivalent functions):

                  (a)   All significant deficiencies and material weaknesses in
                        the design or operation of internal control over
                        financial reporting which are reasonably likely to
                        adversely affect the registrant's ability to record,
                        process, summarize and report financial information; and

                  (b)   Any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal control over financial
                        reporting.

Date: May 7, 2004


                                          /s/ M. JAY ALLISON
                                         ---------------------------------------
                                         President and Chief Executive Officer

                                                                    Exhibit 31.2


                           SECTION 302 CERTIFICATION


I, Roland O. Burns, certify that:

      1.    I have reviewed this March 31, 2004 Form 10-Q of Comstock Resources,
            Inc;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

                  (a)   Designed such disclosure controls and procedures, or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the registrant, including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this report is being prepared;

                  (b)   Evaluated the effectiveness of the registrant's
                        disclosure controls and procedures and presented in this
                        report our conclusions about the effectiveness of the
                        disclosure controls and procedures, as of the end of the
                        period covered by this report based on such evaluation;
                        and

                  (c)   Disclosed in this report any change in the registrant's
                        internal control over financial reporting that occurred
                        during the registrant's most recent fiscal quarter (the
                        registrant's fourth fiscal quarter in the case of an
                        annual report) that has materially affected, or is
                        reasonably likely to materially affect, the registrant's
                        internal control over financial reporting; and

      5.    The registrant's other certifying officer and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of the registrant's board of directors (or persons
            performing the equivalent functions):

                  (a)   All significant deficiencies and material weaknesses in
                        the design or operation of internal control over
                        financial reporting which are reasonably likely to
                        adversely affect the registrant's ability to record,
                        process, summarize and report financial information; and

                  (b)   Any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal control over financial
                        reporting.

Date: May 7, 2004

                                              /s/ ROLAND O. BURNS
                                             -----------------------------------
                                             Sr. Vice President and Chief
                                             Financial Officer

                                                                    Exhibit 32.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of Comstock Resources, Inc.
(the "Company") on Form 10-Q for the period ending March 31, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, M.
Jay Allison, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/s/ M. JAY ALLISON
- -----------------------
M. Jay Allison
Chief Executive Officer
May 7, 2004

                                                                    Exhibit 32.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of Comstock Resources, Inc.
(the "Company") on Form 10-Q for the period ending March 31, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Roland O. Burns, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

/s/ ROLAND O. BURNS
- -----------------------
Roland O. Burns
Chief Financial Officer
May 7, 2004