
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


(Mark One)
    (X)        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                      For The Quarter Ended March 31, 1998

                                       OR

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                           Commission File No. 0-16741


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


          NEVADA                                                94-1667468
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)


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

                          Telephone No.: (972) 701-2000


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required to file such reports),  and (2) has been subject to filing requirements
for the past 90 days. Yes  X   No
                          ---     ----


     The number of shares  outstanding  of the  registrant's  common stock,  par
value $.50, as of May 14, 1998 was 24,235,863.






<PAGE>



                            COMSTOCK RESOURCES, INC.

                                QUARTERLY REPORT
                      FOR THE QUARTER ENDED MARCH 31, 1998

                                      INDEX






PART I.  Financial Information                                          Page No.

  Item 1. Financial Statements

    Consolidated Balance Sheets -
         March 31, 1998 and December 31, 1997..................................4
    Consolidated Statements of Operations -
         Three Months ended March 31, 1998 and 1997............................5
    Consolidated Statement of Stockholders' Equity -
         Three Months ended March 31, 1998.....................................6
    Consolidated Statements of Cash Flows -
         Three Months ended March 31, 1998 and 1997............................7
    Notes to Consolidated Financial Statements.................................8

  Item 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations..........................................10

PART II. Other Information

  Item 4. Submission of Matters to a Vote of Security Holders.................13
  Item 6. Exhibits and Reports on Form 8-K....................................14



                                        2

<PAGE>



                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS


                                        3

<PAGE>

<TABLE>
<CAPTION>


                    COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

                                                                 March 31,   December 31,
                                                                   1998          1997
                                                                ---------    ------------
                                                               (Unaudited)
                                                                     (In thousands)

<S>                                                             <C>          <C>      
Cash and Cash Equivalents ......................................$   3,435    $  14,504
Accounts Receivable:
     Oil and gas sales .........................................   15,550       24,509
     Joint interest operations .................................    3,574        6,732
Other Current Assets ...........................................    1,738          172
                                                                ---------    ---------
                Total current assets ...........................   24,297       45,917
Property and Equipment:
     Unevaluated oil and gas properties ........................   31,233       30,291
     Oil and gas properties, successful efforts method .........  463,521      456,606
     Other .....................................................    1,581        1,561
     Accumulated depreciation, depletion and amortization ......  (90,286)     (77,677)
                                                                ---------    ---------
                Net property and equipment .....................  406,049      410,781
Other Assets ...................................................       83          102
                                                                ---------    ---------
                                                                $ 430,429    $ 456,800
                                                                =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY


Accounts Payable and Accrued Expenses ..........................$  23,806    $  56,184
                                                                ---------    ---------
     Total current liabilities .................................   23,806       56,184

Long-term Debt, less Current Portion ...........................  265,000      260,000
Deferred Taxes Payable .........................................   11,514       11,207
Reserve for Future Abandonment Costs ...........................    4,815        4,815
Stockholders' Equity:
   Common stock--$0.50 par, 50,000,000 shares authorized,
     24,218,863 and 24,208,785 shares outstanding at
     March 31, 1998 and December 31, 1997, respectively ........   12,109       12,104
   Additional paid-in capital ..................................  110,396      110,273
   Retained earnings ...........................................    2,804        2,234
   Less: Deferred compensation-restricted stock grants .........      (15)         (17)
                                                                ---------    ---------
     Total stockholders' equity ................................  125,294      124,594
                                                                ---------    ---------
                                                                $ 430,429    $ 456,800
                                                                =========    =========

</TABLE>

        The accompanying notes are an integral part of these statements.

                                        4

<PAGE>



                    COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      For the Three Months Ended March 31,
                                   (Unaudited)


                                                             1998        1997
                                                           --------    --------
                                                          (In thousands, except
                                                            per share amounts)
Revenues:
  Oil and gas sales........................................$ 25,442    $ 23,411
  Other income ............................................     116         268
  Gain on sale of properties ..............................    --            48
                                                           --------    --------
          Total revenues ..................................  25,558      23,727
                                                           --------    --------

Expenses:
  Oil and gas operating ...................................   6,321       4,649
  Exploration .............................................   1,059        --
  Depreciation, depletion and amortization ................  12,622       4,990
  General and administrative, net .........................     422         689
  Interest ................................................   4,257       1,210
                                                           --------    --------
          Total expenses ..................................  24,681      11,538
                                                           --------    --------

Income before income taxes ................................     877      12,189
Provision for income taxes ................................    (307)     (4,266)
                                                           --------    --------
Net income ................................................     570       7,923
Preferred stock dividends .................................    --          (159)
                                                           --------    --------
Net income attributable to common stock ...................     570       7,764
                                                           ========    ========

Net income per share:
          Basic............................................$    .02    $    .32
                                                           ========    ========
          Diluted..........................................$    .02    $    .30
                                                           ========    ========

Weighted average number of  common and common stock
 equivalent shares outstanding:
          Basic...........................................    24,219     24,149
                                                           =========   =========
          Diluted.........................................    25,117     26,467
                                                           =========   =========



        The accompanying notes are an integral part of these statements.

                                        5

<PAGE>



                    COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    For the Three Months Ended March 31, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                       Deferred
                                                               Additional            Compensation-
                                                      Common    Paid-In    Retained   Restricted
                                                       Stock    Capital    Earnings  Stock Grants   Total
                                                     --------   --------   --------   --------    --------
                                                                    (In thousands)


<S>                                                  <C>        <C>        <C>        <C>         <C>     
Balance at December 31, 1997.........................$ 12,104   $110,273   $  2,234   $    (17)   $124,594
   Issuance of common stock .........................       5        123       --         --           128
   Restricted stock grants ..........................    --         --         --            2           2
   Net income .......................................    --         --          570       --           570
                                                     --------   --------   --------   --------    --------
Balance at March 31, 1998............................$ 12,109   $110,396   $  2,804   $    (15)   $125,294
                                                     ========   ========   ========   ========    ========

</TABLE>













        The accompanying notes are an integral part of these statements.

                                        6

<PAGE>



                    COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      For the Three Months Ended March 31,
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                        1998        1997
                                                                      --------    --------
                                                                          (In thousands)

<S>                                                                   <C>         <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income...........................................................$    570    $  7,923
 Adjustments to reconcile net income to net cash
  provided by (used for) operating activities:
  Compensation paid in common stock ..................................     130         154
  Exploration ........................................................   1,059        --
  Depreciation, depletion and amortization ...........................  12,622       4,990
  Deferred income taxes ..............................................     307       4,266
  Gain on sales of property ..........................................    --           (48)
                                                                      --------    --------
    Working capital provided by operations ...........................  14,688      17,285
  Decrease in accounts receivable ....................................  12,117       2,717
  Increase in other current assets ...................................  (1,566)       (865)
  Increase (decrease) in accounts payable and accrued expenses ....... (32,378)      1,331
                                                                      --------    --------
    Net cash provided by (used for) operating activities .............  (7,139)     20,468
                                                                      --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sales of assets ......................................       6       4,994
  Capital expenditures and acquisitions ..............................  (8,936)     (7,681)
  Acquisition deposit ................................................    --        (1,051)
                                                                      --------    --------
    Net cash used for investing activities ...........................  (8,930)     (3,738)
                                                                      --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings .........................................................  10,000        --  
  Proceeds from common stock issuances ...............................    --           342
  Stock issuance costs ...............................................    --           (29)
  Principal payments on debt .........................................  (5,000)    (20,042)
  Dividends paid on preferred stock ..................................    --          (159)
                                                                      --------    --------
    Net cash provided by (used for) financing activities .............   5,000     (19,888)
                                                                      --------    --------
      Net decrease in cash and cash equivalents ...................... (11,069)     (3,158)
      Cash and cash equivalents, beginning of period .................  14,504      16,162
                                                                      --------    --------
      Cash and cash equivalents, end of period........................$  3,435    $ 13,004
                                                                      ========    ========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                        7

<PAGE>




                    COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 1998
                                   (Unaudited)


(1)  SIGNIFICANT ACCOUNTING POLICIES -

     Basis of Presentation -

     In management's opinion, the accompanying consolidated financial statements
contain all  adjustments  (consisting  solely of normal  recurring  adjustments)
necessary to present fairly the financial position of Comstock  Resources,  Inc.
and subsidiaries (the "Company") as of March 31, 1998 and the related results of
operations and cash flow for the three months ended March 31, 1998 and 1997.

     The accompanying unaudited financial statements have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information and disclosures  normally  included in annual  financial  statements
prepared in accordance with generally accepted  accounting  principles have been
omitted pursuant to those rules and  regulations,  although the Company believes
that the  disclosures  made are adequate to make the  information  presented not
misleading.  These financial  statements  should be read in conjunction with the
Company's  financial  statements  and notes  thereto  included in the  Company's
Annual Report on Form 10-K for the year ended December 31, 1997.

     The results of operations for the three months ended March 31, 1998 are not
necessarily an indication of the results expected for the full year.

     Supplementary Information with Respect to the Statements of Cash Flows -

                                                            For the Three Months
                                                                Ended March 31,
                                                               1998        1997
                                                             -------     -------
                                                               (In thousands)
     Cash Payments -
              Interest                                       $ 4,786     $ 1,247
              Income taxes                                       276         300

     Noncash Investing and Financing Activities -
              Common stock issued for director compensation  $   128     $   143

     Income Taxes -

     Deferred  income taxes are provided to reflect the future tax  consequences
of  differences  between  the tax  basis of  assets  and  liabilities  and their
reported  amounts in the financial  statements  using enacted tax rates. For the
three  months ended March 31,  1998,  the Company made a provision  for deferred
income taxes based on an expected tax rate for 1998 of 35%.






                                        8

<PAGE>


                    COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)


     Earnings Per Share -

     Basic  earnings  per  share  is  determined   without  the  effect  of  any
outstanding  potentially dilutive stock options or other convertible  securities
and diluted  earnings  per share is  determined  with the effect of  outstanding
stock options and other  convertible  securities that are potentially  dilutive.
Basic and diluted  earnings  per share for the three months ended March 31, 1998
and 1997 were determined as follows:

<TABLE>
<CAPTION>
                                                        For the Three Months Ended March 31,
                                                  ---------------------------------------------------
                                                            1998                        1997
                                                  -----------------------     -----------------------
                                                                     Per                          Per
                                                  Income    Shares  Share     Income    Shares   Share
                                                  ------    ------  -----     ------    ------   -----
                                                        (In thousands, except per share amounts)
<S>                                              <C>        <C>     <C>       <C>       <C>      <C>
  Basic Earnings Per Share:
    Net Income                                   $    570   24,219            $  7,923  24,149
    Less Preferred Stock Dividends                    --       --                 (159)    --
                                                 --------  -------            --------  ------
    Net Income Available to Common Stockholders       570   24,219  $0.02        7,764  24,149   $0.32
                                                                    =====                        =====

  Diluted Earnings Per Share:
    Effect of Dilutive Securities:
      Stock Options                                 --         898               --        973
      Convertible Preferred Stock                   --       --                    159   1,345
                                                 --------  -------            --------  ------
    Net Income Available to Common Stockholders
         and Assumed Conversions                 $    570   25,117  $0.02     $  7,923  26,467   $0.30
                                                 ========  =======  =====     ========  ======   =====
</TABLE>

(2)  LONG-TERM DEBT -

     As of March 31, 1998, the Company had $265.0 million  outstanding under its
bank revolving credit facility. Borrowings under the bank credit facility cannot
exceed a borrowing base determined semiannually by the banks. The borrowing base
as of May 14, 1998 was $275.0 million. Amounts outstanding under the bank credit
facility bear  interest at a floating  rate based on The First  National Bank of
Chicago's  base rate (as defined) plus 0% to 0.05% or, at the Company's  option,
at a fixed rate for up to six months based on the London Interbank  Offered Rate
("LIBOR") plus 0.625% to 1.5%,  depending upon the  utilization of the available
borrowing  base.  As of March 31, 1998,  the Company had placed the  outstanding
advances  under the revolving  credit  facility  under fixed rate loans based on
LIBOR at an average  rate of  approximately  7.1% per annum.  In  addition,  the
Company  incurs  a  commitment  fee  of  0.2%  to  0.375%,  depending  upon  the
utilization  of the  available  borrowing  base,  on the  unused  portion of the
borrowing base.

(3)  SUBSEQUENT EVENT -

     On May 8, 1998,  the Company  purchased  a 33%  working  interest in 13,722
acres at South  Timbalier  Blocks 34 and 50,  and South  Pelto  Block 15 located
offshore  Louisiana  in the Gulf of  Mexico  in 35 to 55 feet of water  for $1.4
million.  Current  daily  production  from the  properties  is 1,500  Mcf and 50
barrels  of oil from 7 active  wells at  depths  ranging  from 800 feet to 9,500
feet. The Company has identified several  exploratory  prospects to drill on the
acquired   acreage.   The  facilities   acquired   include  four  platforms  and
infrastructure  which  enable the  Company  to  accelerate  production  from any
successful exploratory wells drilled in the area.

                                        9

<PAGE>



ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     The following table reflects certain summary operating data for the periods
presented:

                                                            Three Months Ended
                                                                March 31,
                                                           1998           1997
                                                           ----           ----
 Net Production Data:
    Oil (thousand barrels)                                   683            299
    Natural gas (million cubic feet)                       6,637          5,520
 Average Sales Price:
    Oil (per barrel)                                      $14.74         $22.30
    Natural gas (per thousand cubic feet - Mcf)             2.32           3.03
 Expenses ($ per equivalent Mcf):
    Oil and gas operating(l)                              $ 0.59         $ 0.64
    General and administrative, net                         0.04           0.09
    Depreciation, depletion and
         amortization(2)                                    1.17           0.68

  (1) Includes  lease  operating  costs and production and ad valorem taxes.
  (2) Represents depreciation, depletion and amortization of oil and gas
      properties only.

     Revenues -

     The  Company's oil and gas sales  increased  $2.0 million (9%) in the first
quarter of 1998, to $25.4 million from $23.4 million in 1997's first quarter due
to a 20% increase in the Company's natural gas production and a 128% increase in
the Company's oil production.  The production increases were largely offset by a
24% decrease in the Company's  average  realized  natural gas price as well as a
34%  decrease in the  Company's  average  realized  oil price.  The  significant
increase in  production  is  attributable  to a $200.9  million  acquisition  of
offshore properties completed in December 1997.

     Other income  decreased  $152,000 (57%) to $116,000 in the first quarter of
1998 from $268,000 in the first quarter of 1997. The decrease is attributable to
a lower level of short-term cash deposits outstanding during the quarter as well
as a decrease in management fee income received by the Company in 1998.

     Costs and Expenses -

     Oil and gas operating expenses,  including production taxes, increased $1.7
million  (36%) to $6.3 million in the first quarter of 1998 from $4.6 million in
the first  quarter of 1997.  The  increase is due to the 47% increase in oil and
natural gas  production  (on an  equivalent  Mcf basis) in the first  quarter of
1998. Oil and gas operating  expenses per  equivalent  Mcf produced  decreased 5
cents  to 59 cents  in the  first  quarter  of 1998  from 64 cents in the  first
quarter  1997.  The decrease is primarily  attributable  to lower  lifting costs
associated with the offshore properties acquired in December 1997.

     Depreciation,  depletion and amortization  ("DD&A")  increased $7.6 million
(153%) to $12.6  million in the first  quarter of 1998 from $5.0  million in the
first quarter of 1997 due to the 47% increase in oil and natural gas  production
(on an equivalent  Mcf basis) and due to higher costs per unit of  amortization.
DD&A per equivalent Mcf produced increased from 68 cents in 1997's first quarter
to $1.17 in 1998's first  quarter.  The increase  related to the higher costs of
the offshore properties acquired in December 1997.

                                       10

<PAGE>



     General and  administrative  expenses,  which is  reported  net of overhead
reimbursements,  decreased  $267,000  (39%) to $422,000 in the first  quarter of
1998 from $689,000 in 1997's first quarter.  The decrease relates to an increase
in overhead  reimbursements  received by the Company in 1998 while the Company's
overhead costs remained relatively the same.

     Interest  expense  increased  $3.0  million  (252%) to $4.3 million for the
three  months  ended March 31, 1998 from $1.2 million for the three months ended
March 31,  1997.  The  increase  is  related  to a higher  level of  outstanding
advances  under the  Company's  bank credit  facility due to the  December  1997
$200.9  million  acquisition  as well as a higher  average  interest rate on the
Company's bank credit facility.  The weighted average annual interest rate under
the Company's bank credit facility  increased to 7.1% in 1998's first quarter as
compared  to 6.5% in the first  quarter of 1997.  The  increase  in the rate was
attributable to a higher utilization of the borrowing base under the bank credit
facility after the December 1997 acquisition.

     The Company  provided  $307,000 and $4.3 million for deferred  income taxes
for the three  months  ended  March 31,  1998 and 1997,  respectively,  using an
estimated tax rate of 35%.

     The Company  reported  net income of $570,000  for the three  months  ended
March 31, 1998, as compared to $7.8 million for the three months ended March 31,
1997. Net income per share for the first quarter was 2 cents on diluted weighted
average  shares  outstanding of 25.1 million as compared to net income per share
of 30 cents for the first  quarter of 1997 on diluted  weighted  average  shares
outstanding of 26.5 million.

Capital Expenditures

     The following table summarizes the Company's capital  expenditure  activity
for the three months ended March 31, 1998 and 1997:

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                       1998              1997
                                                       ----              ----
                                                           (In thousands)

           Acquisitions                            $     703          $  --
           Other leasehold costs                         994                778
           Development drilling                        4,286              5,081
           Exploratory costs                           1,643              1,113
           Workovers and recompletions                 1,291                697
           Other                                          19                 12
                                                   ---------          ---------
                             Total                 $   8,936          $   7,681
                                                   =========          =========

Capital Resources and Liquidity

     During the three months ended March 31, 1998, the primary  sources of funds
for the Company were cash  generated from  operations of $14.7  million,  before
working capital changes,  and borrowings under the bank credit facility of $10.0
million.  Primary  uses of funds for the three  months ended March 31, 1998 were
capital expenditures for development and exploratory  activities of $8.9 million
and the repayment of debt of $5.0 million.

     The timing of most of the Company's  capital  expenditures is discretionary
with no material long-term capital expenditure  commitments.  Consequently,  the
Company  has a  significant  degree of  flexibility  to adjust the level of such
expenditures as circumstances warrant. For the three months ended March 31, 1998
and 1997,  the Company  spent $7.2 million and $6.9  million,  respectively,  on
development  and  exploration  activities.  The  Company  currently  anticipates
spending an additional  $49.0 million on development  and  exploration  projects
during the remainder of 1998.  The Company does not have a specific  acquisition
budget,  as a  result  of  the  unpredictability  of  the  timing  and  size  of
forthcoming acquisition activities.

                                       11

<PAGE>



     The Company intends to primarily use internally generated cash flow to fund
capital   expenditures   other  than  significant   acquisitions.   The  Company
anticipates  that such sources  will be  sufficient  to fund the  expected  1998
development and exploration  expenditures.  The Company primarily intends to use
borrowings under its bank credit facility to finance  significant  acquisitions.
In addition, the Company may seek to obtain other debt or equity financing.  The
availability and attractiveness of these sources of financing will depend upon a
number of factors,  some of which will  relate to the  financial  condition  and
performance  of the  Company,  and some of which  will be beyond  the  Company's
control, such as prevailing interest rates, oil and natural gas prices and other
market conditions.

     The Company's bank credit facility  consists of a $290.0 million  revolving
credit  commitment  provided  by a  syndicate  of ten  banks for which The First
National Bank of Chicago serves as agent. Indebtedness under the credit facility
is secured by  substantially  all of the Company's  assets.  The Company's  bank
credit  facility is subject to borrowing  base  availability  which is generally
redetermined  semiannually  based on the banks' estimates of the future net cash
flows of the Company's oil and gas properties. As of May 14, 1998, the borrowing
base was $275.0  million.  Such borrowing base may be affected from time to time
by the  performance  of the Company's oil and natural gas properties and changes
in oil and natural gas prices.  The revolving  credit line bears interest at the
option of the  Company  at  either  (i)  LIBOR  plus  0.625% to 1.5% or (ii) the
"corporate base rate" plus 0% to 0.5%, depending in each case on the utilization
of the available  borrowing  base.  The Company incurs a commitment fee of up to
0.2%  to  0.375%  per  annum,  depending  on the  utilization  of the  available
borrowing  base, on the unused portion of the borrowing base. The average annual
interest rate as of March 31, 1998, of all  outstanding  indebtedness  under the
Company's bank credit facility was approximately 7.1%. The revolving credit line
matures on December 9, 2002 or such earlier  date as the Company may elect.  The
credit  facility  contains  covenants  which,  among other things,  restrict the
payment of cash dividends,  limit the amount of consolidated debt, and limit the
Company's ability to make certain loans and investments.

                                       12

<PAGE>



                           PART II - OTHER INFORMATION


ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         (a)  The Company's  annual meeting of stockholders  was held in Dallas,
              Texas at 4:00 p.m., local time, on May 11, 1998.

         (b)  Proxies for  the meeting were solicited  pursuant to Regulation 14
              under the  Securities Exchange Act of 1934, as amended.  There was
              no  solicitation   in  opposition  to the nominees for election as
              director as  listed in the proxy  statement and such nominees were
              elected.

         (c)  Out of a total  24,196,067  shares of the  Company's  common stock
              outstanding and entitled to vote,  20,631,361  shares were present
              at the meeting in person or by proxy,  representing  approximately
              85%. Matters voted upon at the meeting were as follows:

              (i)   The  election  of two  Class A  Directors  to  serve  on the
                    Company's  board of directors  until the 2001 annual meeting
                    of  stockholders.  The vote  tabulation with respect to each
                    nominee was as follows:

                             Nominee                  For              Against
                             -------                  ---              -------
                      Franklin B. Leonard          20,599,961          31,400
                      Cecil E. Martin, Jr.         20,603,761          27,600

               Other  Directors  of the  Company  whose  term of  office as a
               Director continued after the meeting are as follows:

                         Class B Directors           Class C Director
                         -----------------           ----------------
                          M. Jay Allison             Richard S. Hickok
                          David W. Sledge

              (ii)  The  appointment  of Arthur  Andersen  LLP as the  Company's
                    certified public accountants for 1998 was approved by a vote
                    of 20,570,284  shares for,  33,511 shares against and 27,566
                    shares abstaining.

                                       13

<PAGE>



ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits

     10.1*#    Employment  Agreement  dated  May  11,  1998 by and  between  the
               Company and M. Jay Allison.

     10.2*#    Employment  Agreement  dated  May  11,  1998 by and  between  the
               Company and Roland O. Burns.

     27. *     Financial Data Schedule for the Three Months ended March 31,1998.
---------------
     * Filed herewith.
     # Management contract or compensatory plan documents.

b.  Reports on Form 8-K

          Current reports on Form 8-K filed during the first quarter of 1998 and
          to the date of this filing are as follows:

                        None


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                          COMSTOCK RESOURCES, INC.


Date    May 14, 1998      /s/M. JAY ALLISON
        ------------      -----------------  
                          M. Jay Allison, President and Chief Executive Officer
                          (Principal Executive Officer)


Date    May 14, 1998      /s/ROLAND O. BURNS
        ------------      ------------------
                          Roland O. Burns, Senior Vice President,
                          Chief Financial Officer, Secretary, and
                          Treasurer (Principal Financial and Accounting Officer)

                                       14

