COMSTOCK RESOURCES INC
10-Q, 1999-05-11
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


(Mark One)
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
   X                  THE SECURITIES EXCHANGE ACT OF 1934
  ---                 For The Quarter Ended March 31, 1999

                                       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 % No


     The number of shares  outstanding  of the  registrant's  common stock,  par
value $.50, as of May 11, 1999 was 24,350,417.






<PAGE>






                            COMSTOCK RESOURCES, INC.

                                QUARTERLY REPORT

                      FOR THE QUARTER ENDED MARCH 31, 1999

                                      INDEX






PART I.  Financial Information                                        Page No.

     Item 1. Financial Statements

         Consolidated Balance Sheets -
              March 31, 1999 and December 31, 1998............................4
         Consolidated Statements of Operations -
              Three Months ended March 31, 1999 and 1998......................5
         Consolidated Statement of Stockholders' Equity -
              Three Months ended March 31, 1999...............................6
         Consolidated Statements of Cash Flows -
              Three Months ended March 31, 1999 and 1998......................7
         Notes to Consolidated Financial Statements...........................8

     Item 2. Management's Discussion and Analysis of Financial 
              Condition and Results of Operations............................11

PART II. Other Information

     Item 6. Exhibits and Reports on Form 8-K................................15




<PAGE>

                         PART I - FINANCIAL INFORMATION


                          ITEM 1. FINANCIAL STATEMENTS


                                        3

<PAGE>



                    COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

  
                                     ASSETS

<TABLE>
<CAPTION>
                                                                   March 31,   December 31,
                                                                     1999          1998    
                                                                  -----------  ------------
                                                                  (Unaudited)
                                                                       (In thousands)

<S>                                                               <C>          <C>      
Cash and Cash Equivalents ......................................  $   2,921    $   5,176
Accounts Receivable:
     Oil and gas sales .........................................     12,085       13,355
     Joint interest operations .................................      1,057        4,506
Other Current Assets ...........................................      2,327        1,457
                                                                  ---------    ---------
                Total current assets ...........................     18,390       24,494
Property and Equipment:
     Unevaluated oil and gas properties ........................        446          436
     Oil and gas properties, successful
          efforts method .......................................    549,699      547,372
     Other .....................................................      1,664        1,648
     Accumulated depreciation, depletion
          and amortization .....................................   (158,818)    (145,439)
                                                                  ---------    ---------
                Net property and equipment .....................    392,991      404,017
Other Assets ...................................................      1,286        1,161
                                                                  ---------    ---------
                                                                  $ 412,667    $ 429,672
                                                                  =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Portion of Long-term Debt ..............................  $      37    $  38,104
Accounts Payable and Accrued Expenses ..........................     24,200       34,652
                                                                  ---------    ---------
                Total current liabilities ......................     24,237       72,756
Long-term Debt, less Current Portion ...........................    277,000      240,000
Deferred Taxes Payable .........................................       --          1,778
Reserve for Future Abandonment Costs ...........................      5,884        5,475
Stockholders' Equity:
     Common stock--$0.50 par, 50,000,000
         shares authorized, 24,350,417 and
         24,350,452 shares outstanding at
         March 31, 1999 and
         December 31, 1998, respectively .......................     12,175       12,175
     Additional paid-in capital ................................    112,432      112,432
     Retained deficit ..........................................    (19,053)     (14,934)
     Less: Deferred compensation-restricted stock grants .......         (8)         (10)
                                                                  ---------    ---------
                Total stockholders' equity .....................    105,546      109,663
                                                                  ---------    ---------
                                                                  $ 412,667    $ 429,672
                                                                  =========    =========

</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)


                                                          1999           1998  
                                                       ---------      --------- 
                                                          (In thousands, except
                                                            per share amounts)
Revenues:
  Oil and gas sales ...............................    $  19,604      $  25,442
  Other income ....................................           30            116
                                                       ---------      ---------
          Total revenues...........................       19,634         25,558
                                                       ---------      ---------
Expenses:
  Oil and gas operating ............................       5,894          6,321
  Exploration ......................................         664          1,059
  Depreciation, depletion and amortization .........      13,441         12,622
  General and administrative, net ..................         434            422
  Interest .........................................       5,098          4,257
                                                       ---------      ---------
          Total expenses............................      25,531         24,681
                                                       ---------      ---------
Income (loss) before income taxes ..................      (5,897)           877
Income tax benefit (expense) .......................       1,778           (307)
                                                       ---------      ---------
Net income (loss) . ...............................    $  (4,119)     $     570
                                                       =========      =========
Net income (loss) per share:
          Basic....................................    $    (.17)     $     .02
                                                       =========      =========
          Diluted..................................                   $     .02
                                                                      =========
Weighted  average   number  of  common  and 
     common  stock   equivalent   shares outstanding:
          Basic.....................................      24,350         24,219
                                                       =========      ========= 
          Diluted...................................                     25,117
                                                                      =========



        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, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                        Deferred
                                            Additional     Retained    Compensation-
                               Common         Paid-In      Earnings     Restricted
                                Stock         Capital      (Deficit)    Stock Grants       Total
                                -----         -------      ---------    ------------       -----
                                                (In thousands)
<S>                            <C>           <C>           <C>            <C>            <C>      
Balance at December 31, 1998.. $ 12,175      $ 112,432     $ (14,934)     $    (10)      $ 109,663
   Restricted stock grants....     -              -             -                2               2
   Net loss...................     -              -           (4,119)          -            (4,119)
                               --------      ---------     ---------      ---------      ---------
Balance at March 31, 1999..... $ 12,175      $ 112,432       (19,053)     $     (8)      $ 105,546
                               ========      =========     =========      ========       =========


</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)

                                                               1999      1998  
                                                             --------  --------
                                                                (In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)....................................... $ (4,119) $    570
    Adjustments to reconcile net income to net cash
      provided by (used for) operating activities:
      Compensation paid in common stock.....................        2       130
      Exploration...........................................      664     1,059
      Depreciation, depletion and amortization..............   13,441    12,622
      Deferred income taxes.................................   (1,778)      307
                                                             --------  --------
        Working capital provided by operations .............    8,210    14,688
      Decrease in accounts receivable.......................    4,719    12,117
      Increase in other current assets                           (870)   (1,566)
      Decrease in accounts payable and accrued expenses.....  (10,452)  (32,378)
                                                             --------  --------
        Net cash provided by (used for)
           operating activities.............................    1,607    (7,139)
                                                             --------  --------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Proceeds from sales of assets.........................      638         6
      Capital expenditures..................................   (3,433)   (8,936)
                                                             --------  --------
        Net cash used for investing activities .............   (2,795)   (8,930)
                                                             --------  --------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Borrowings............................................     -       10,000
      Principal payments on debt............................   (1,067)   (5,000)
                                                             --------  --------
        Net cash provided by (used for)
          financing activities .............................   (1,067)    5,000
                                                             --------  --------
          Net decrease in cash and cash equivalents.........   (2,255)  (11,069)
          Cash and cash equivalents, beginning of period....    5,176    14,504
                                                             --------  --------
          Cash and cash equivalents, end of period.......... $  2,921  $  3,435
                                                             ========  ========


        The accompanying notes are an integral part of these statements.

                                        7

<PAGE>



                    COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 1999
                                   (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, 1999 and the related results of
operations and cash flows for the three months ended March 31, 1999 and 1998.

     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, 1998.

     The results of operations for the three months ended March 31, 1999 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,
                                                                1999      1998
                                                               ------    -----
                                                                  (In thousands)
     Cash Payments -
         Interest payments                                      $5,191    $4,786
         Income tax payments                                      --         276

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

         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.






                                        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, 1999
and 1998 were determined as follows:

<TABLE>
<CAPTION>

                                                          For the Three Months Ended March 31,
                                                -------------------------------------------------------
                                                           1999                         1998
                                                -------------------------     -------------------------
                                                Income             Per         Income               Per
                                                (Loss)    Shares  Share        (Loss)    Shares    Share
                                                           (In thousands, except per share amounts)
     <S>                                       <C>        <C>     <C>          <C>       <C>      <C>
     Basic Earnings Per Share:
          Net Income (loss)                    $ (4,119)  24,350  $ (.17)      $    570  24,219   $   0.02
                                               =========  ======  ======                           ========

     Diluted Earnings Per Share:
     Effect of Dilutive Securities:
          Stock Options                                                            -        898
                                                                               --------  ------
     Net Income Available to Common
         Stockholders after Assumed Conversions                                $    570  25,117   $   0.02
                                                                               ========  ======   ========
</TABLE>


     New Accounting Standard -

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities" ("SFAS No. 133"). The Statement  establishes  accounting
and reporting standards that are effective for fiscal years beginning after June
15, 1999 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 is currently using  derivatives to hedge floating interest rate
and natural 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 No. 133 will 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 No. 133 should have no significant impact on reported  earnings,  but could
materially affect comprehensive income.

(2) LONG-TERM DEBT -

     As of March 31, 1999,  the total  outstanding  principal  balance under the
Company's bank credit facility was $277.0 million at a weighted average interest
rate of 7.3%. The total  availability  of  outstanding  borrowings is based on a
borrowing base amount established  semiannually by the banks and is based on the
banks'  estimates  of the  future  net cash  flow of the  Company's  oil and gas
properties.  The borrowing  base as of March 31, 1999 was $277.0  million.  Such
borrowing base was scheduled to reduce to $220.0 million by January 1, 2000.

                                        9

<PAGE>


                    COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)


     On April 29, 1999, the Company reduced the total  outstanding  indebtedness
under the bank credit facility to $104.0 million with the proceeds from the sale
of the  Senior  Notes  and the  Preferred  Stock  discussed  in Note 3 below and
entered  into a new bank credit  facility  which  consists  of a $162.5  million
revolving credit commitment provided by a syndicate of banks for which The First
National Bank of Chicago  serves as  administrative  agent.  The borrowing  base
under the new bank credit facility is $162.5 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 next scheduled borrowing base redetermination under the new bank
credit  facility will not occur until October  1999.  The revolving  credit line
under the new bank credit  facility  bears interest at the option of the Company
at either (i) LIBOR plus 2.25% or (ii) the "corporate base rate" plus 1.25%. The
Company  incurs a commitment  fee of 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 new bank 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.  Significant financial covenants will include the
maintenance  of a  current  ratio,  as  defined,  (1.0 to 1.0),  maintenance  of
tangible net worth ($105.0  million),  and  maintenance of an interest  coverage
ratio (2.5 to 1.0).  The  Company's  new bank credit  facility is secured by the
Company's oil and gas properties.

(3) SUBSEQUENT EVENT -

     On April  29,  1999,  the  Company  closed  the sale of $150.0  million  in
aggregate  principal  amount of 11.25%  Senior Notes due in 2007 (the  "Notes").
Interest  on  the  Notes  is  payable  semiannually  on  May 1 and  November  1,
commencing  on  November  1, 1999.  The Notes were priced at a discount to yield
11.35%  and  proceeds  from the sale of the Notes  were  used to reduce  amounts
outstanding  under the Company's bank credit  facility.  The Notes are unsecured
obligations  of the Company and  guaranteed  by all of the  Company's  principal
operating  subsidiaries.  The  Company can redeem the Notes beginning  on May 1,
2004.

     Concurrently  with the sale of the Notes,  the Company also sold  1,948,001
shares  of its  Series A 1999  Convertible  Preferred  Stock,  $10 par value and
1,051,999 shares of its Series B 1999  Non-Convertible  Preferred Stock, $10 par
value (the "Preferred  Stock"),  in a private  placement for $30.0 million.  The
proceeds  from the private  placement  were used to reduce  amounts  outstanding
under the Company's bank credit facility.  The Preferred Stock accrues dividends
at an annual  rate of 9% and are payable  quarterly  in cash or in shares of the
Company's  common stock, at the election of the Company.  Shares of the Series A
1999 Convertible  Preferred Stock are convertible,  at the option of the holder,
into shares of common  stock of the  Company.  Based on the  initial  conversion
price  of  $4.00  per  share  of  common  stock,  each  share  of  Series A 1999
Convertible  Preferred  Stock is  convertible  into 2.5 shares of common  stock.
Subject to  stockholder  approval,  the  Company  intends to convert  all of the
shares of the  Series B 1999  Non-Convertible  Preferred  Stock  into  shares of
Series A 1999 Convertible Preferred Stock.

                                       10

<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,
                                                      ----------------------
                                                       1999             1998
                                                       ----             ----
Net Production Data:
  Oil (MBbls) ......................................       686           683
  Natural gas (MMcf) ...............................     6,036         6,637
Average Sales Price:
  Oil (per Bbl) ....................................  $  11.90      $  14.74
  Natural gas (per Mcf) ............................      1.89          2.32
  Average equivalent price (per Mcfe) ..............      1.93          2.37
Expenses ($ per Mcfe):
  Oil and gas operating(1) .........................  $    .58      $    .59
  General and administrative .......................       .04           .04
  Depreciation, depletion and amortization(2) ......      1.31          1.17
Cash Margin ($ per Mcfe)(3) ........................  $   1.31      $   1.74

- ----------

(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 and gas  operating
    expenses per Mcfe and general and administrative expenses per Mcfe.

     Revenues -

     The Company's oil and gas sales  decreased  $5.8 million (23%) in the first
quarter of 1999, to $19.6 million from $25.4 million in 1998's first quarter due
to a 5%  decrease  in the  Company's  oil  and  natural  gas  production  (on an
equivalent Mcf basis) and a  19% decrease in the Company's  average realized oil
and natural gas prices.

     Other income  decreased  $86,000  (74%) to $30,000 in the first  quarter of
1999 from $116,000 in the first quarter of 1998. The decrease is attributable to
a lower level of short-term cash deposits outstanding during the quarter.

     Costs and Expenses -

     Oil and gas  operating  expenses,  including  production  taxes,  decreased
$427,000  (7%) to $5.9 million in the first quarter of 1999 from $6.3 million in
the first  quarter of 1998.  The  decrease  is due to the 5% decrease in oil and
natural gas  production  (on an  equivalent  Mcf basis) in the first  quarter of
1999. Oil and gas operating  expenses per equivalent Mcf produced also decreased
by 1(cent) to 58(cent) in the first  quarter of 1999 from  59(cent) in the first
quarter of 1998.

     Depreciation,  depletion and amortization  ("DD&A") increased $819,000 (6%)
to $13.4  million in the first  quarter of 1999 from $12.6  million in the first
quarter of 1998 due primarily to higher costs per unit of amortization. DD&A per
equivalent Mcf produced increased from $1.17 in 1998's first quarter to $1.31 in
1999's first quarter.

                                       11

<PAGE>



     General and  administrative  expenses,  which is  reported  net of overhead
reimbursements,  increased $12,000 (3%) to $434,000 in the first quarter of 1999
from $422,000 in 1998's first quarter.

     Interest  expense  increased  $841,000  (20%) to $5.1 million for the three
months  ended March 31, 1999 from $4.3  million for the three months ended March
31,  1998.  The  increase  is  primarily  related  to  interest  capitalized  on
unevaluated properties in 1998 of $535,000. No interest was capitalized in 1999.
The remaining  increase relates to a higher level of outstanding  advances under
the Company's bank credit facility and an increase in the average interest rate.
The  weighted  average  annual  interest  rate under the  Company's  bank credit
facility  increased to 7.3% in 1999's  first  quarter as compared to 7.1% in the
first quarter of 1998.

     The Company  provided a $1.8 million  benefit for deferred income taxes for
the three  months ended March 31, 1999 as compared to a $307,000  provision  for
income taxes for the first quarter of 1998.

     The Company  reported a net loss of $4.1 million for the three months ended
March 31,  1999,  as compared to a net income of $570,000  for the three  months
ended March 31, 1998.  Net loss per share for the first  quarter was 17(cent) on
weighted  average  shares  outstanding of 24.4 million as compared to net income
per share of 2(cent) for the first quarter of 1998 on diluted  weighted  average
shares outstanding of 25.1 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  quarter  of 1999  the  Company's  net cash  flow  provided  by  operating
activities  totaled  $8.2  million  before  changes  to  other  working  capital
accounts.

     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 principal and interest on debt. In the first
quarter of 1999,  the Company repaid $1.1 million of  indebtedness  and incurred
capital  expenditures of $3.4 million  primarily for development and exploration
activities.

     On April  29,  1999,  the  Company  closed  the sale of $150.0  million  in
aggregate  principal  amount of 11.25%  Senior Notes due in 2007 (the  "Notes").
Interest  on  the  Notes  is  payable  semiannually  on  May 1 and  November  1,
commencing  on  November  1, 1999.  The Notes were priced at a discount to yield
11.35%  and  proceeds  from the sale of the Notes  were  used to reduce  amounts
outstanding  under the Company's bank credit  facility.  The Notes are unsecured
obligations  of the Company and  guaranteed  by all of the  Company's  principal
operating  subsidiaries.  The Company can redeem the Notes  beginning  on May 1,
2004.

     Concurrently  with the sale of the Notes,  the Company also sold  1,948,001
shares  of its  Series A 1999  Convertible  Preferred  Stock,  $10 par value and
1,051,999 shares of its Series B 1999  Non-Convertible  Preferred Stock, $10 par
value (the "Preferred  Stock"),  in a private  placement for $30.0 million.  The
proceeds  from the private  placement  were used to reduce  amounts  outstanding
under the Company's bank credit facility.  The Preferred Stock accrues dividends
at an annual  rate of 9% and are payable  quarterly  in cash or in shares of the
Company's  common stock, at the election of the Company.  Shares of the Series A
1999 Convertible  Preferred Stock are convertible,  at the option of the holder,
into shares of common  stock of the  Company.  Based on the  initial  conversion
price  of  $4.00  per  share  of  common  stock,  each  share  of  Series A 1999
Convertible  Preferred  Stock is  convertible  into 2.5 shares of common  stock.
Subject to  stockholder  approval,  the  Company  intends to convert  all of the
shares of the  Series B 1999  Non-Convertible  Preferred  Stock  into  shares of
Series A 1999 Convertible Preferred Stock.

                                       12

<PAGE>



     The  Company  entered  into a new bank credit  facility on April 29,  1999,
consisting  of a  $162.5  million  revolving  credit  commitment  provided  by a
syndicate  of banks  for  which The First  National  Bank of  Chicago  serves as
administrative agent. Indebtedness under the new 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 new bank credit  facility is $162.5  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 next  scheduled  borrowing  base
redetermination  under the new bank credit facility will not occur until October
1999.  The  revolving  credit line under the new bank credit  facility will bear
interest at the option of the Company at either (i) LIBOR plus 2.25% or (ii) the
"corporate  base rate" plus 1.25%.  The Company  incurs a commitment fee of 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
new bank 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.  Significant
financial covenants will include the maintenance of a current ratio, as defined,
(1.0  to  1.0),   maintenance  of  tangible  net  worth  ($105.0  million),  and
maintenance of an interest coverage ratio (2.5 to 1.0).

     The Company's capital expenditure activity for the three months ended March
31, 1999 and 1998 is summarized as follows:

                                                Three Months Ended
                                                    March 31,
                                            ------------------------
                                               1999            1998
                                            --------        --------
                                                  (In thousands)
Acquisition of oil and gas properties....   $  -            $    703
Other leasehold costs....................        133             994
Workovers and recompletions..............        116           1,291
Development drilling.....................        565           4,286
Exploratory drilling.....................      2,416           1,643
Other....................................        203              19
                                            --------        --------
          Total..........................   $  3,433        $  8,936
                                            ========        ========


     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.  The Company spent $3.2 million and $8.2
million on development and  exploration  activities in the first quarter of 1999
and 1998, respectively. The Company currently anticipates spending approximately
an  additional  $12.0 million to $40.0 million on  development  and  exploration
projects for the remainder of 1999, depending on oil and natural gas prices. The
Company intends to primarily use internally  generated cash flow to fund capital
expenditures other than significant acquisitions.

     The Company does not have a specific  acquisition budget as a result of the
unpredictability of the timing and size of forthcoming  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.

                                       13

<PAGE>



     The  Company   believes  that  cash  flow  from  operations  and  available
borrowings  under the Company's  new 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.  There can be no assurance 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.


                                       14

<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits

     27.* Financial Data Schedule for the Three Months ended March 31, 1999.

- -------------
     *Filed herewith

b. Reports on Form 8-K

     Current  reports on Form 8-K filed during the first  quarter of 1999 and to
     the date of this filing are as follows:

           Date Filed         Item               Description            
           ----------         ----               -----------            
           May 4, 1999         5          Sale of 11 1/4% Senior Notes and
                                          Convertible Preferred Stock


                                   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 11, 1999      /s/M. JAY ALLISON
      ------------      -----------------
                          M. Jay Allison, President and Chief Executive Officer
                          (Principal Executive Officer)


Date  May 11, 1999      /s/ROLAND O. BURNS
      ------------      ------------------
                          Roland O. Burns, Senior Vice President,
                          Chief Financial Officer, Secretary, and
                          Treasurer (Principal Financial and Accounting Officer)



                                       15


<TABLE> <S> <C>

<ARTICLE>                  5
<LEGEND>                                                        
This schedule  contains  summary  financial data extracted from the Consolidated
Financial Statements of Comstock Resources,  Inc. and Subsidiaries for the three
months  ended March 31, 1999 and is  qualified  in its  entirety by reference to
such financial statements.
</LEGEND>

<MULTIPLIER>                                        1,000
                                          
<S>                                                   <C>
<PERIOD-TYPE>                                        YEAR
<FISCAL-YEAR-END>                             DEC-31-1999
<PERIOD-END>                                  MAR-31-1999
<CASH>                                              2,921
<SECURITIES>                                            0
<RECEIVABLES>                                      13,142
<ALLOWANCES>                                            0
<INVENTORY>                                             0
<CURRENT-ASSETS>                                   18,390
<PP&E>                                            551,809
<DEPRECIATION>                                   (158,818)
<TOTAL-ASSETS>                                    412,667
<CURRENT-LIABILITIES>                              24,237
<BONDS>                                           277,000
                                   0
                                             0
<COMMON>                                           12,175
<OTHER-SE>                                         93,371
<TOTAL-LIABILITY-AND-EQUITY>                      412,667
<SALES>                                            19,604
<TOTAL-REVENUES>                                   19,634
<CGS>                                                   0
<TOTAL-COSTS>                                      19,999
<OTHER-EXPENSES>                                      434
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                  5,098
<INCOME-PRETAX>                                    (5,897)
<INCOME-TAX>                                       (1,778)
<INCOME-CONTINUING>                                (4,119)
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                       (4,119)
<EPS-PRIMARY>                                       (0.17)
<EPS-DILUTED>                                       (0.17)
        



</TABLE>


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