UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
[root] THE SECURITIES EXCHANGE ACT OF 1934
--------
For The Quarter Ended March 31, 2000

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)

5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034
(Address of principal executive offices)

Telephone No.: (972) 668-8800

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 10, 2000 was 25,375,198.

COMSTOCK RESOURCES, INC.

QUARTERLY REPORT

FOR THE QUARTER ENDED MARCH 31, 2000

INDEX

PART I. Financial Information Page

Item 1. Financial Statements:

Consolidated Balance Sheets -
March 31, 2000 and December 31, 1999...............................4
Consolidated Statements of Operations -
Three Months ended March 31, 2000 and 1999.........................5
Consolidated Statement of Stockholders' Equity -
Three Months ended March 31, 2000..................................6
Consolidated Statements of Cash Flows -
Three Months ended March 31, 2000 and 1999.........................7
Notes to Consolidated Financial Statements..............................8
Report of Independent Public Accountants...............................11

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.........................................12

Item 3. Quantitative and Qualitative Disclosure About Market Risks.........15

PART II. Other Information

Item 6. Exhibits and Reports on Form 8-K...................................16

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS

March 31, December 31,
2000 1999
--------- ---------
(Unaudited)
(In thousands)

Cash and Cash Equivalents ................................ $ 669 $ 7,648
Accounts Receivable:
Oil and gas sales ...................................... 22,245 18,200
Joint interest operations .............................. 3,381 5,415
Other Current Assets ..................................... 1,675 909
--------- ---------
Total current assets ............................ 27,970 32,172
Property and Equipment:
Unevaluated oil and gas properties ..................... 3,031 2,231
Oil and gas properties, successful efforts method ...... 610,243 581,247
Other .................................................. 2,197 2,163
Accumulated depreciation, depletion and amortization ... (201,189) (189,779)
--------- ---------
Net property and equipment ...................... 414,282 395,862
Other Assets ............................................. 6,669 6,939
--------- ---------
$ 448,921 $ 434,973
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Portion of Long-Term Debt ........................ $ 33 $ 131
Accounts Payable and Accrued Expenses .................... 36,426 35,587
--------- ---------
Total current liabilities ...................... 36,459 35,718
Long-Term Debt, less current portion ..................... 260,000 254,000
Deferred Taxes Payable ................................... 2,829 261
Reserve for Future Abandonment Costs ..................... 7,820 7,820
Stockholders' Equity:
Preferred stock--$10.00 par, 5,000,000 shares
authorized, 3,000,000 shares outstanding ............. 30,000 30,000
Common stock--$0.50 par, 50,000,000 shares authorized,
25,375,198 and 25,375,197 shares outstanding at
March 31, 2000 and December 31, 1999, respectively ... 12,688 12,688
Additional paid-in capital ............................. 115,353 114,855
Retained deficit ....................................... (15,518) (19,603)
Deferred compensation-restricted stock grants .......... (710) (766)
--------- ---------
Total stockholders' equity ..................... 141,813 137,174
--------- ---------
$ 448,921 $ 434,973
========= =========

The accompanying notes are an integral part of these statements.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended
March 31,
2000 1999
---------- ---------
(In thousands, except
per share amounts)
Revenues:
Oil and gas sales ................................... $ 33,071 $ 19,604
Other income ........................................ 72 30
-------- --------
Total revenues ............................. 33,143 19,634
-------- --------

Expenses:
Oil and gas operating ............................... 7,386 5,894
Exploration ......................................... -- 664
Depreciation, depletion and amortization 11,712 13,441
General and administrative, net ..................... 495 434
Interest ............................................ 6,215 5,098
-------- --------
Total expenses ............................. 25,808 25,531
-------- --------
Income (loss) before income taxes ........................ 7,335 (5,897)
Income tax benefit (expense) ............................. (2,567) 1,778
-------- --------
Net income (loss) ........................................ 4,768 (4,119)
Preferred stock dividends ................................ (683) --
-------- --------
Net income (loss) attributable to common stock............ $ 4,085 $ (4,119)
======== ========

Net income (loss) per share:
Basic ............................................... $ 0.16 $ (0.17)
======== ========
Diluted ............................................. $ 0.14
========
Weighted average shares outstanding:
Basic ............................................... 25,375 24,350
======== ========
Diluted ............................................. 33,153
========

The accompanying notes are an integral part of these statements.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the Three Months March 31, 2000
(Unaudited)

Deferred
Additional Retained Compensation-
Preferred Common Paid-In Earning Restricted
Stock Stock Capital (Deficit) Stock Grants Total
-------- -------- -------- -------- ------------ --------
(In thousands)

Balance at December 31, 1999 ... $ 30,000 $ 12,688 $114,855 $(19,603) $ (766) $137,174
Restricted stock grants ...... -- -- -- -- 56 56
Value of stock options issued
for exploration prospect .. -- -- 498 -- -- 498
Net income attributable to
common stock .............. -- -- -- 4,085 -- 4,085
-------- -------- -------- -------- -------- --------
Balance at March 31, 2000 ...... $ 30,000 $ 12,688 $115,353 $(15,518) $ (710) $141,813
======== ======== ======== ======== ======== ========

The accompanying notes are an integral part of these statements.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Three Months Ended
March 31,
2000 1999
-------- --------
(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ................................... $ 4,768 $ (4,119)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Compensation paid in common stock ................. 56 2
Exploration ....................................... -- 664
Depreciation, depletion and amortization .......... 11,712 13,441
Deferred income taxes ............................. 2,568 (1,778)
-------- --------
Working capital provided by operations .......... 19,104 8,210
Decrease (increase) in accounts receivable .......... (2,011) 4,719
Increase in other current assets .................... (766) (870)
Increase (decrease) in accounts payable and
accrued expenses .................................. 839 (10,452)
-------- --------
Net cash provided by operating activities ....... 17,166 1,607
-------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of properties ................... 13 638
Capital expenditures and acquisitions ............... (29,377) (3,433)
-------- --------
Net cash used for operating activities .......... (29,364) (2,795)
-------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings .......................................... 10,000 --
Principal payments on debt .......................... (4,098) (1,067)
Dividends paid on preferred stock ................... (683) --
-------- --------
Net cash provided by (used for) financing activities 5,219 (1,067)
-------- --------
Net decrease in cash and cash equivalents ....... (6,979) (2,255)
Cash and cash equivalents, beginning of period .. 7,648 5,176
-------- --------
Cash and cash equivalents, end of period ........ $ 669 $ 2,921
======== ========

The accompanying notes are an integral part of these statements.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2000
(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, 2000 and the related results of
operations and cash flows for the three months ended March 31, 2000 and 1999.

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, 1999.

The results of operations for the three months ended March 31, 2000 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,
2000 1999
------ ------
(In thousands)
Cash Payments -
Interest payments .............................. $2,001 $5,191
Income tax payments ............................ -- --

Noncash Investing and Financing Activities -
Value of vested stock options
under exploration joint venture ................ $ 498 $ --

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.

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, 2000
and 1999 were determined as follows:

For the Three Months Ended March 31,
----------------------------------------------------------------
2000 1999
--------------------------- -------------------------------
Income Per Income Per
(Loss) Shares Share (Loss) Shares Share
-------- -------- ------- -------- -------- -------

Basic Earnings Per Share:
Income (Loss).......................... $ 4,768 25,375 $(4,119) 24,350
Less Preferred Stock
Dividends.......................... (683) -- -- --
------- ------- ------- -------
Net Income (Loss) Available
to Common Stockholders............. 4,085 25,375 $ 0.16 $(4,119) 24,350 $ (0.17)
======= ======= ======= =======

Diluted Earning Per Share:
Effect of Dilutive Securities:
Stock Options...................... 278
Convertible Preferred Stock........ 683 7,500
------- -------
Net Income Available to
Common Stockholders and
Assumed Conversions.............. $ 4,768 33,153 $ 0.14
======== ======= =======

New Accounting Standard

In September 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133") which has been amended by SFAS
137. The Statement establishes accounting and reporting standards that are
effective for fiscal years beginning after June 15, 2000 which require that
every derivative instrument (including certain derivative instruments embedded
in other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. The Statement requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met.

The Company periodically uses derivatives to hedge floating interest rate
and oil and gas price risks. Such derivatives are reported at cost, if any, and
gains and losses on such derivatives are reported when the hedged transaction
occurs. Accordingly, the Company's adoption of SFAS 133 could have an impact on
the reported financial position of the Company, and although such impact has not
been determined, it is currently not believed to be material. Adoption of SFAS
133 should have no significant impact on reported earnings, but could materially
affect comprehensive income.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

(2) LONG-TERM DEBT -

As of March 31, 2000 Long-term debt is comprised of the following:

(In thousands)
Revolving Bank Credit Facility $ 110,000
11 1/4% Senior Notes due 2007 150,000
Other ........................ 33
---------
260,033
Less current portion ......... (33)
---------
$ 260,000
=========

The Company's bank credit facility consists of a $250.0 million revolving
credit commitment provided by a syndicate of banks for which Bank One, NA serves
as administrative agent. Advances under the bank credit facility cannot exceed
the borrowing base. The borrowing base under the bank credit facility is $190.0
million. Such borrowing base may be affected from time to time by the
performance of the Company's oil and gas properties and changes in oil and gas
prices. The determination of the Company's borrowing base is at the sole
discretion of the administrative agent and the bank group. The revolving credit
line under the bank credit facility bears interest at the option of the Company,
based on the utilization of the borrowing base, at either (i) LIBOR plus 1.25%
to 2.0%, or (ii) the "corporate base rate" plus 0.25% to 1.0%. The Company
incurs a commitment fee, based on the utilization of the borrowing base, of
0.25% to 0.5% per annum on the unused portion of the borrowing base. The
revolving credit line matures on December 9, 2002 or such earlier date as the
Company may elect. The Company's bank credit facility is secured by the
Company's oil and gas properties.

The Company has $150.0 million in aggregate principal amount of 11 1/4%
Senior Notes due in 2007 (the "Notes") outstanding as of March 31, 2000.
Interest on the Notes is payable semiannually on May 1 and November 1. The Notes
are unsecured obligations of the Company and are guaranteed by all of the
Company's principal operating subsidiaries. The Company can redeem the Notes
beginning on May 1, 2004.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
of Comstock Resources, Inc.:

We have reviewed the accompanying consolidated balance sheet of Comstock
Resources, Inc. ( a Nevada corporation) as of March 31, 2000, and the related
consolidated statements of income for the three-month periods ended March 31,
2000 and 1999, and the consolidated statements of cash flows for the three-month
periods ended March 31, 2000 and 1999. These financial statements are the
responsibility of the company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet of Comstock Resources, Inc. as
of December 31, 1999, and, in our report dated February 18, 2000, we expressed
an unqualified opinion on that statement. In our opinion, the information set
forth in the accompanying balance sheet as of December 31, 1999, is fairly
stated, in all material respects, in relation to the balance sheet from which it
has been derived.

ARTHUR ANDERSEN LLP

May 5, 2000
Dallas, Texas

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,
2000 1999
------- -------
Net Production Data:
Oil (Mbbls) ............................... 494 686
Natural gas (MMcf) ........................ 6,810 6,036
Natural gas equivalent (Mmcfe) ............ 9,774 10,155
Average Sales Price:
Oil (per Bbl) ............................. $ 29.00 $ 11.90
Natural gas (per Mcf) ..................... 2.75 1.89
Average equivalent price (per Mcfe) ....... 3.38 1.93
Expenses ($ per Mcfe):
Oil and gas operating(1) .................. $ 0.76 $ 0.58
General and administrative ................ 0.05 0.04
Depreciation, depletion and amortization(2) 1.16 1.31
Cash Margin ($ per Mcfe)(3) ................. $ 2.57 $ 1.31
- ---------
(1) Includes lease operating costs and production and ad valorem taxes.
(2) Represents depreciation, depletion and amortization of oil and gas
properties only.
(3) Represents average equivalent price per Mcfe less oil an gas operating
expenses per Mcfe and general and administrative expenses per Mcfe.

Revenues -

The Company's oil and gas sales increased $13.5 million (69%) in the first
quarter of 2000, to $33.1 million from $19.6 million in 1999's first quarter due
to higher oil and gas prices realized by the Company in 2000. The Company's
average first quarter oil price increased by 144% and its average first quarter
gas price increased by 46% in 2000 as compared to 1999. The price increases in
2000 were partially offset by a 4% decrease in the Company's oil and natural gas
production. Production in the first quarter of 2000 increased 11% over
production in the fourth quarter of 1999 of 8.8 Bcfe. The Company hedged a
portion of its natural gas production in the first quarter of 1999. Without the
impact of the hedge, the Company would have realized $1.85 per Mcf in 1999.

Other income increased to $72,000 in the first quarter of 2000 as compared
to $30,000 in 1999's first quarter due to an increase in interest earned on a
higher level of cash and cash equivalents.

Costs and Expenses -

Oil and gas operating expenses, including production taxes, increased $1.5
million (25%) to $7.4 million in the first quarter of 2000 from $5.9 million in
the first quarter of 1999. Oil and gas operating expenses per equivalent Mcf
produced increased $0.18 to $0.76 in the first quarter of 2000 from $0.58 in the
first quarter of 1999 due to (i) higher production taxes as a result of the
higher oil and gas prices, (ii) the 4% decrease in oil and natural gas
production (on an equivalent Mcf basis) and the fixed nature of the Company's
lifting costs and (iii) a higher level of remedial work on the Company's
offshore properties.

In the first quarter of 2000, the Company had no exploration expense as
compared to $664,000 in 1999's first quarter. The Company did not drill any dry
holes in the first quarter of 2000.

Depreciation, depletion and amortization ("DD&A") decreased $1.7 million
(13%) to $11.7 million in the first quarter of 2000 from $13.4 million in the
first quarter of 1999 partly due to the 4% decrease in oil and natural gas
production. DD&A per equivalent Mcf produced decreased by $0.15 to $1.16 for the
three months ended March 31, 2000 from $1.31 for the three months ended March
31, 1999 as a result of the Company's higher cost Gulf of Mexico properties
comprising a lower percentage of the Company's total production in the first
quarter of 2000.

General and administrative expenses, which are reported net of overhead
reimbursements, of $495,000 for the first quarter of 2000 were 14% higher than
general and administrative expenses of $434,000 for the first quarter of 1999
due primarily to an increase in personnel costs in 2000.

Interest expense increased $1.1 million (22%) to $6.2 million for the first
quarter of 2000 from $5.1 million for the first quarter of 1999. The increase is
related to a higher average interest rate on the Company's debt. The interest
rate on the Company's senior notes issued to refinance $150.0 million of amounts
outstanding under the bank credit facility on April 29, 1999 of 11.25% is
significantly higher than the 7.3% rate charged under the bank credit facility
in the first quarter of 1999. The weighted average annual interest rate for the
Company's remaining debt under the bank credit facility decreased to 6.6% for
the first quarter of 2000 as compared to 7.3% for the same period in 1999.

The Company reported net income of $4.1 million after preferred stock
dividends of $683,000 for the three months ended March 31, 2000, as compared to
a net loss of $4.1 million for the three months ended March 31, 1999. Net income
per share for the first quarter was $0.14 on weighted average diluted shares
outstanding of 33.2 million as compared to net loss per share of $0.17 for the
first quarter of 1999 on weighted average shares outstanding of 24.4 million.

Liquidity and Capital Resources

Funding for the Company's activities has historically been provided by
operating cash flow, debt and equity financings and asset dispositions. In the
first three months of 2000, the Company's net cash flow provided by operating
activities totaled $19.1 million, before changes to other working capital
accounts and the Company borrowed $10.0 million under its revolving bank credit
facility. The Company's primary needs for capital, in addition to funding of
ongoing operations, relate to the acquisition, development and exploration of
oil and gas properties and the repayment of debt. In the first three months of
2000, the Company incurred capital expenditures of $29.4 million primarily for
acquisition, development and exploration activities and reduced amounts
outstanding under its bank credit facility by $4.0 million.

The following table summarizes the Company's capital expenditure activity
for the three months ended March 31, 2000 and 1999:

Three Months Ended
March 31,
2000 1999
------- -------
(In thousands)

Acquisitions ................. $ 6,980 $ --
Other leasehold costs ........ 1,697 133
Development drilling ......... 12,403 565
Exploratory drilling ......... 4,419 2,416
Offshore production facilities 273 --
Workovers and recompletions .. 3,539 116
Other ........................ 66 203
------- -------
$29,377 $ 3,433
======= =======

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, 2000
and 1999, the Company spent $22.3 million and $3.2 million, respectively, on
development and exploration activities. The Company has substantially increased
its drilling activity in 2000 and expects to spend an additional $38.0 million
on development and exploration projects in the last three quarters of 2000. The
Company intends to primarily use internally generated cash flow to fund capital
expenditures other than significant acquisitions.

The Company spent $7.0 million on acquisition activities in the first
quarter of 2000. The Company does not have a specific acquisition budget as a
result of the unpredictability of the timing and size of potential acquisition
activities. The Company intends to use borrowings under its bank credit
facility, or other debt or equity financings to the extent available, to finance
significant acquisitions. 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 gas
prices and other market conditions.

The Company has a bank credit facility consisting of a $250.0 million
revolving credit commitment provided by a syndicate of banks for which Bank One,
NA serves as administrative agent. Indebtedness under the bank credit facility
is secured by substantially all of the Company's assets and 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. The borrowing base under the bank credit facility is $190.0
million. Such borrowing base may be affected from time to time by the
performance of the Company's oil and gas properties and changes in oil and gas
prices. The determination of the Company's borrowing base is at the sole
discretion of the administrative agent and the bank group. The revolving credit
line under the bank credit facility bears interest at the option of the Company,
based on the utilization of the borrowing base, at either (i) LIBOR plus 1.25%
to 2.0% or (ii) the "corporate base rate" plus 0.25% to 1.0%. The Company's
average rate under the bank credit facility as of March 31, 2000 was 6.6%. The
Company incurs a commitment fee, based on the utilization of the borrowing base,
of 0.25% to 0.5% per annum on the unused portion of the borrowing base. The
revolving credit line matures on December 9, 2002 or such earlier date as the
Company may elect.

The Company believes that cash flow from operations and available
borrowings under the Company's bank credit facility will be sufficient to fund
its operations and future growth as contemplated under its current business
plan. However, if the Company's plans or assumptions change or if its
assumptions prove to be inaccurate, the Company may be required to seek
additional capital. Management cannot be assured that the Company will be able
to obtain such capital or, if such capital is available, that the Company will
be able to obtain it on acceptable terms.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

The Company's business is impacted by fluctuations in crude oil and natural
gas commodity prices and interest rates. The following discussion is intended to
identify the nature of these market risks, describe the Company's strategy for
managing such risks, and to quantify the potential affect of market volatility
on the Company's financial condition and results of operations.

Oil and Natural Gas Prices

The Company's financial condition, results of operations, and capital
resources are highly dependent upon the prevailing market prices of, and demand
for, oil and natural gas. These commodity prices are subject to wide
fluctuations and market uncertainties due to a variety of factors that are
beyond the control of the Company. These factors include the level of global
demand for petroleum, foreign supply of oil and gas, the establishment of and
compliance with production quotas by oil-exporting countries, weather
conditions, the price and availability of alternative fuels, and overall
economic conditions, both foreign and domestic. It is impossible to predict
future oil and gas prices with any degree of certainty. Sustained weakness in
oil and gas prices may adversely affect the Company's financial condition and
results of operations, and may also reduce the amount of net oil and gas
reserves that the Company can produce economically. Any reduction in oil and gas
reserves, including reductions due to price fluctuations, can have an adverse
affect on the Company's ability to obtain capital for its exploration and
development activities. Similarly, any improvements in oil and gas prices can
have a favorable impact on the Company's financial condition, results of
operations and capital resources. Based on the Company's volume of oil and gas
production in the first quarter of 2000, a $1.00 change in the price per barrel
of oil would result in a change in the Company's cash flow for such period of
approximately $500,000 and a $0.10 change in the price per Mcf of natural gas
would result in a change in the Company's cash flow of approximately $600,000.

The Company periodically has utilized hedging transactions with respect to
a portion of its oil and gas production to mitigate its exposure to price
fluctuations. While the use of these hedging arrangements limits the downside
risk of price declines, such use may also limit any benefits which may be
derived from price increases. The Company has primarily used price swaps,
whereby monthly settlements are based on differences between the prices
specified in the instruments and the settlement prices of certain futures
contracts quoted on the NYMEX or certain other indices. Generally, when the
applicable settlement price is less than the price specified in the contract,
the Company receives a settlement from the counterparty based on the difference.
Similarly, when the applicable settlement price is higher than the specified
price, the Company pays the counterparty based on the difference. The Company
did not hedge any of its oil or gas production in the first quarter of 2000 and
currently has no open positions relating to its oil and natural gas production.

Interest Rates

The Company's outstanding long-term debt under its bank credit facility of
$110.0 million at March 31, 2000 is subject to floating market rates of
interest. Borrowings under the credit facility bear interest at a fluctuating
rate that is linked to LIBOR. Any increases in these interest rates can have an
adverse impact on the Company's results of operations and cash flow. The Company
has entered into interest rate swap agreements to hedge the impact of interest
rate changes on a portion of its floating rate debt. As of March 31, 2000, the
Company has interest rate swaps with a notional amount of $100.0 million which
fixed the LIBOR rate at an average rate of 5.0% through September 2000. As a
result of the interest rate swaps in place, the Company realized a gain of
$257,000 for the three months ended March 31, 2000. The fair value of the
Company's open interest rate swap contracts as of March 31, 2000 was an asset of
$755,000.

PART II - OTHER INFORMATION

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits
10.1* Amended and Restated Credit Agreement dated as of May 5, 2000,
between the Company, the Banks Party thereto and Bank One, NA, as
Administrative Agent, Toronto Dominion (Texas), Inc., as
Syndication Agent, Paribas, as Documentation Agent and Banc One
Capital Markets, as Lead Arranger.
27.* Financial Data Schedule for the Three Months ended March 31, 2000.
- -------------
* Filed herewith.

b. Reports on Form 8-K

There were no current reports on Form 8-K filed during the first quarter of
2000 and to the date of this filing.

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 10, 2000 /s/M. JAY ALLISON
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M. Jay Allison, Chairman, President and Chief
Executive Officer (Principal Executive Officer)

Date May 10, 2000 /s/ROLAND O. BURNS
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Roland O. Burns, Senior Vice President,
Chief Financial Officer, Secretary, and Treasurer
(Principal Financial and Accounting Officer)