8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 17, 2004

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

NEVADA	000-16741	94-1667468
(State or other jurisdiction incorporation)	(Commission of File Number)	(I.R.S. Employer Identification Number

5300 Town And Country Boulevard
Suite 500
Frisco, Texas 75034
(Address of principal executive offices)


972-668-8800
(Registrant’s Telephone No.)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

    (c)        Exhibits.

        The following Exhibits are hereby filed as part of this Current Report on Form 8-K:

Exhibit 99.1 Press Release dated February 17, 2004 regarding the Registrant’s financial and operating results for the three months and fiscal year ended December 31, 2003.

Item 12. Results of Operations and Financial Condition.

                The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

                On February 17, 2004, Comstock Resources, Inc. (“Comstock”) announced financial results for the three months and fiscal year ended December 31, 2003. A copy of the press release announcing Comstock’s earnings results for three months and twelve months ended December 31, 2003 is attached hereto as Exhibit 99.1.

                The earnings press release contains financial measures that are not in accordance with generally accepted accounting principles in the United States (“GAAP”). Comstock has provided reconciliations within the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Operating cash flow is presented in the earnings release because management believes it to be useful to investors. EBITDAX is presented in the earnings release because management believes that EBITDAX, which represents Comstock’s results from operations before interest, income taxes, and certain non-cash items, including depreciation, depletion and amortization and exploration expense, is a common alternative measure of operating performance used by certain investors and financial analysts. The non-GAAP financial measures described above should be considered in addition to, but not as a substitute for, measures of financial performance prepared in accordance with GAAP that are presented in the earnings release.

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 hereunto duly authorized.

Dated: February 17, 2004

COMSTOCK RESOURCES, INC.

By:/s/ M. Jay Allison

_________________________

M. JAY ALLISON
President and Chief Executive Officer

Exhibit Index

   Item Number                                                                       Description

  Exhibit 99.1 Press Release dated February 17, 2004 regarding the Registrant’s financial and operating results for the three months and fiscal year ended December 31, 2003.

EX-99

5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
Telephone:(972) 668-8800
Contact:      Roland O. Burns
                      Sr.Vice President and
                     Chief Financial Officer
                    Web Site: www.comstockresources.com

For Immediate Release                           NEWS RELEASE

COMSTOCK RESOURCES, INC. REPORTS FOURTH QUARTER
AND YEAR END 2003 FINANCIAL RESULTS

FRISCO, TEXAS, February 17, 2004 – For the year ended December 31, 2003, Comstock Resources, Inc. (“Comstock” or the “Company”) (NYSE:CRK) today reported the highest production, revenues and net income in the Company’s history. Oil and gas sales for 2003 totaled $235.1 million, a 65% increase over oil and gas sales in 2002 of $142.1 million. Comstock’s net income from continuing operations in 2003 was $53.4 million, or $1.53 per share (diluted) as compared to net income from continuing operations of $11.0 million, or 37¢ per share (diluted) in 2002. The 2003 results include a gain of $0.7 million (2¢ per share) relating to the cumulative effect of adopting a new accounting standard which changed the Company’s accounting for future abandonment costs of its oil and gas properties. Cash flow from operations (before changes to working capital accounts) generated by Comstock in 2003 reached $152.0 million for the year ended December 31, 2003 as compared to $79.3 million in 2002. EBITDAX or earnings before interest expense, income taxes, depletion, depreciation and amortization, exploration expense and other noncash expenses was $182.6 million in 2003 a 67% increase over 2002 EBITDAX of $109.1 million.

In the fourth quarter of 2003, Comstock’s oil and gas sales were $52.5 million, up 25% from fourth quarter 2002 sales of $42.0 million. Net income for the fourth quarter of 2003 was $5.7 million, or 16¢ per share (diluted) as compared to net income attributable to common stock of $9.5 million or 29¢ per share (diluted) for the fourth quarter of 2002. Included in the fourth quarter results was an impairment charge of $4.3 million on certain of the Company’s oil and gas properties. The fourth quarter of 2002 results included other income of $7.7 million related to refunds of severance taxes paid in prior years. Comstock generated $30.4 million in operating cash flow in 2003‘s fourth quarter, as compared to 2002‘s fourth quarter operating cash flow of $30.8 million. EBITDAX was $38.5 million in 2003‘s fourth quarter as compared to 2002‘s fourth quarter EBITDAX of $38.7 million.

Comstock’s production in 2003 totaled 44.0 Bcf equivalent of natural gas (“Bcfe”) an increase of 7% over 2002 production of 41.0 Bcfe. For the fourth quarter of 2003, production increased 9% to approximately 11.1 Bcfe from 10.1 Bcfe for the same period ended 2002. For the year ended December 31, 2003, Comstock’s realized gas prices averaged $5.41 per Mcf as compared to $3.30 per Mcf in 2002. Realized oil prices averaged $30.70 per barrel as compared to $24.95 per barrel for 2002. Comstock’s realized natural gas prices for the fourth quarter of 2003 averaged $4.65 per Mcf as compared to $4.07 per Mcf in the fourth quarter of 2002. Comstock’s realized oil prices averaged $30.46 per barrel in the fourth quarter of 2003 as compared to $27.26 per barrel for the fourth quarter of 2002.

During 2003, Comstock made significant progress in strengthening its balance sheet. In addition to funding capital expenditures of $92.9 million, Comstock was able to reduce its long-term debt by $60.0 million. As a result of this debt reduction and profits generated in 2003, Comstock’s total long-term debt at December 31, 2003 had fallen to $306.0 million and stockholders’ equity increased to $289.7 million. Debt as a percentage of Comstock’s capitalization on a book basis was reduced to 51% at December 31, 2003 as compared to 64% at December 31, 2002.

This press release may contain “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes that the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct.

Comstock Resources, Inc. is a growing independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas, Louisiana and the Gulf of Mexico. The company’s stock is traded on the New York Stock Exchange under the symbol CRK.

COMSTOCK RESOURCES, INC.
OPERATING RESULTS
(In thousands, except per share amounts)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2003			2002			2003			2002
Oil and gas sales	$	52,499		$	42,041		$	235,102		$	142,085
Operating expenses:
Oil and gas operating		12,038			8,973			45,746			33,499
Exploration		1,044			2,087			4,410			5,479
Depreciation, depletion and amortization		16,302			13,364			61,169			53,155
Impairment of oil & gas properties		4,255			--			4,255			--
General and administrative, net		2,023			2,171			7,006			5,113
Total operating expenses		35,662			26,595			122,586			97,246
Income from operations		16,837			15,446			112,516			44,839
Other income (expenses):
Interest income		14			21			73			62
Interest expense		(7,212	)		(7,945	)		(29,860	)		(31,252	)
Loss from derivatives		--			(32	)		(3	)		(2,326	)
Other income		56			7,741			223			8,027
		(7,142	)		(215	)		(29,567	)		(25,489	)
Income from continuing operations before income taxes		9,695			15,231			82,949			19,350
Provision for income taxes		(4,043	)		(5,331	)		(29,682	)		(6,773	)
Net income from continuing operations		5,652			9,900			53,267			12,577
Discontinued operations including loss on
disposal, net of income taxes		--			--			--			(1,072	)
Cumulative effect of change in accounting principle		--			--			675			--
Net income		5,652			9,900			53,942			11,505
Preferred stock dividends		--			(405	)		(573	)		(1,604	)
Net income attributable to common stock	$	5,652		$	9,495		$	53,369		$	9,901
Basic net income per share:
From continuing operations	$	0.17		$	0.33		$	1.65		$	0.38
Discontinued operations		--			--			--			(0.04	)
Cumulative effect of change in accounting principle		--			--			0.02			--
	$	0.17		$	0.33		$	1.67		$	0.34
Diluted net income per share:
From continuing operations	$	0.16		$	0.29		$	1.51		$	0.37
Discontinued operations		--			--			--			(0.03	)
Cumulative effect of change in accounting principle		--			--			0.02			--
	$	0.16		$	0.29		$	1.53		$	0.34
Weighted average common and common stock
equivalent shares outstanding:
Basic		33,828			28,861			31,964			28,764
Diluted		36,174			34,112			35,275			33,901

COMSTOCK RESOURCES, INC.
OTHER FINANCIAL DATA
(In thousands, except per share amounts)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2003			2002			2003			2002
Cash flow from operations:
Net cash provided by operating activities	$	34,676		$	30,220		$	153,785		$	84,437
Increase in accounts receivable		3,867			10,247			10,450			10,810
Increase (decrease) in other current assets		2,337			359			2,124			(4,740	)
Increase in accounts payable and accrued expenses		(10,433	)		(10,044	)		(14,404	)		(11,191	)
Cash flow from operations	$	30,447		$	30,782		$	151,955		$	79,316
EBITDAX:
Net income from continuing operations	$	5,652		$	9,900		$	53,267		$	12,577
Interest expense		7,212			7,945			29,860			31,252
Income tax expense		4,043			5,331			29,682			6,773
Depreciation, depletion and amortization		16,302			13,364			61,169			53,155
Impairment of oil and gas properties		4,255			--			4,255			--
Exploration expense		1,044			2,087			4,410			5,479
Other non-cash items		--			70			--			(119	)
EBITDAX	$	38,508		$	38,697		$	182,643		$	109,117

	As of December 31,
	2003		2002
Balance Sheet Data:
Current assets	$	56,137	$	39,902
Property and equipment, net		699,651		664,208
Other		6,133		6,943
Total assets	$	761,921	$	711,053
Current liabilities	$	64,497	$	49,797
Long-term debt		306,000		366,002
Other		101,768		86,827
Stockholders' equity		289,656		208,427
Total liabilities and stockholders' equity	$	761,921	$	711,053

COMSTOCK RESOURCES, INC.
REGIONAL OPERATING RESULTS
(In thousands, except per unit amounts)

For the Three Months ended December 31, 2003

			East Texas/				South
	Gulf of		North		Southeast		Texas/
	Mexico		Louisiana		Texas		Other		Total
Oil production (thousand barrels)		321		19		59		42		441
Gas production (million cubic feet - Mmcf)		1,707		2,723		2,633		1,345		8,408
Total production (Mmcfe)		3,633		2,837		2,987		1,598		11,055
Oil sales	$	9,820	$	576	$	1,772	$	1,271	$	13,439
Gas sales		8,126		12,450		12,284		6,200		39,060
Total oil and gas sales	$	17,946	$	13,026	$	14,056	$	7,471	$	52,499
Average oil price (per barrel)	$	30.59	$	30.32	$	30.03	$	30.26	$	30.46
Average gas price (per thousand cubic feet - Mcf)	$	4.76	$	4.57	$	4.67	$	4.61	$	4.65
Average price (per Mcf equivalent)	$	4.94	$	4.59	$	4.71	$	4.68	$	4.45
Lifting costs	$	4,872	$	2,754	$	2,733	$	1,679	$	12,038
Lifting costs (per Mcf equivalent)	$	1.34	$	0.97	$	0.92	$	1.05	$	1.09
Oil and gas capital expenditures	$	23,508	$	269	$	1,292	$	5,257	$	30,326

For the Twelve Months ended December 31, 2003

			East Texas/				South
	Gulf of		North		Southeast		Texas/
	Mexico		Louisiana		Texas		Other		Total
Oil production (thousand barrels)		1,150		86		269		110		1,615
Gas production (million cubic feet - Mmcf)		7,957		10,640		10,370		5,353		34,320
Total production (Mmcfe)		14,857		11,156		11,984		6,012		44,009
Oil sales	$	35,465	$	2,587	$	8,184	$	3,335	$	49,571
Gas sales		45,152		55,863		56,537		27,979		185,531
Total oil and gas sales	$	80,617	$	58,450	$	64,721	$	31,314	$	235,102
Average oil price (per barrel)	$	30.84	$	30.08	$	30.42	$	30.32	$	30.70
Average gas price (per thousand cubic feet - Mcf)	$	5.67	$	5.25	$	5.45	$	5.23	$	5.41
Average price (per Mcf equivalent)	$	5.43	$	5.24	$	5.40	$	5.21	$	5.34
Lifting costs	$	17,216	$	10,525	$	10,537	$	7,468	$	45,746
Lifting costs (per Mcf equivalent)	$	1.16	$	0.94	$	0.88	$	1.24	$	1.04
Oil and gas capital expenditures	$	59,824	$	5,553	$	8,021	$	17,481	$	90,879