EXHIBIT NO. 4.7






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                     COMSTOCK RESOURCES, INC.
           NON-EMPLOYEE DIRECTOR RETAINER ELECTION PLAN
                         JANUARY 1, 1996

     The Non-Employee  Director  Retainer Election Plan (the "Plan") was adopted
by the Board of Directors of Comstock Resources,  Inc. and allows the members of
the Board of Directors  who are neither  officers  nor  employees of the Company
("Eligible Directors") to make an annual irrevocable election (an "Election") to
receive his annual  retainer for service as a director or fees payable  pursuant
to consulting agreements in the form of a restricted stock award of common stock
of the Company (the "Grant") rather than in cash.

     Pursuant to this Plan,  the Election to receive a Grant shall be made as of
the date set by the Board of  Directors  each  year,  with the  shares of common
stock of the Company included in such Grant upon an Election to be determined by
dividing the amount of the retainer  payable to the electing  Eligible  Director
for the annual term of service as a director or a  consultant  of the Company by
the fair market  value of a share of common stock of the Company on a date to be
designated by the Board of Directors for the election.

     If the Eligible  Director's  services as a member of the Board of Directors
are terminated at any time before  completion of the Eligible  Director's annual
term of service, for any reason, a portion of the shares of common stock granted
pursuant to the Grant under this Plan shall be forfeited  to the  Company,  such
amount to be forfeited to be determined by  multiplying  the number of shares of
common stock included in the applicable Grant by a fraction,  the denominator of
which is the 365 days and the  numerator of which is the number of days that the
Eligible Director does not serve as an elected director or as a consultant.

     Restrictions  on shares of common stock covered by a Grant shall lapse upon
completion  of the Eligible  Director's  annual term of service.  Such shares of
common  stock may not be sold  until at least six  months  after the date of the
Grant.

     An Eligible Director shall have all voting, dividend, liquidation and other
rights  with  respect to shares of common  stock  granted  pursuant to this Plan
during the  restricted  period and  thereafter  unless and until such shares are
forfeited as a result of the  termination  of services of the Eligible  Director
before  completion  of his annual term of service and  otherwise as described in
these resolutions.

     No right or interest  of any  Eligible  Director in Grant made  pursuant to
this Plan shall be assignable or  transferable  thereby until  completion of his
annual term of service.

     The Company may require any Eligible Director to whom a Grant is made, as a
condition to receiving  such Grant,  to give  written  assurances  in a form and
substance  reasonably  satisfactory to the Company and its counsel to the effect
that such person is acquiring  the shares of common  stock  subject to the Grant
for his own account for investment and not with any present intention of selling
or otherwise  distributing the same,  together with such other assurances as the
Company reasonably deems necessary or appropriate.

     To the extent  required by  applicable  law and  regulation,  each Eligible
Director  awarded a Grant under this Plan shall arrange with the Company for the
payment of any federal, state or local income tax or other tax applicable to the
Grant.

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     This Plan and Grants  made  hereunder  shall be subject to all  conditions,
whether  or not set forth in these  resolutions,  which  shall be  necessary  to
permit the Eligible  Directors to continue to serve as  "disinterested  persons"
within the meaning of Rule 16b-3 promulgated  under the Securities  Exchange Act
of 1934, as amended  (together  with any  successor  rule or  regulation),  with
respect to the Company's other stock-related benefit and compensation plan.















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