EXHIBIT (d)(2)

                            CONFIDENTIALITY AGREEMENT

BETWEEN

                  DevX Energy, Inc., a Delaware corporation, having an
                  office at 13670 Noel Road, Suite 1030, Dallas, TX
                  75240-7336 (fax 972-233-9575)
                  (Hereinafter referred to as "DEVX")

AND

                   Comstock Resources, Inc., 5300 Town and Country
                   Blvd., Suite 500, Frisco, TX 77034 (fax: 972-668-
                   8882)
                   (Hereinafter referred to as "COMSTOCK")

     WHEREAS, the parties wish to explore possible merger or acquisition
transactions ("Transaction");

     AND WHEREAS, DEVX has agreed to make available to COMSTOCK certain
Confidential Information (as hereinafter defined) pursuant to the terms of this
agreement.

     THEREFORE, in consideration of and to induce DEVX to provide such
Confidential Information, COMSTOCK agrees to treat all Confidential Information
supplied by DEVX in accordance with the provisions of this agreement.

1.   Confidential Information shall mean all written, computer readable or other
     tangible forms of information, documents, memoranda, or other materials
     pertaining to and prepared by or on behalf of DEVX, or any of its
     respective subsidiaries and affiliates, or any of the business, properties
     and assets thereof, including, without limitation, production reports,
     reserve reports, exploration programs or targets, workover programs,
     capital expenditures, proposed or ongoing property acquisitions or
     divestments, employee lists and evaluation reports and financial and
     performance reports, plans or projections.

2.   Notwithstanding the foregoing, Confidential Information shall not include
     information which (i) is or becomes generally available to the public as a
     result of an authorized disclosure by a party, or (ii) is or becomes
     available to COMSTOCK on a non-confidential basis from another source
     provided that such source is not bound by a confidentiality agreement with
     or other obligation or secrecy to or for the benefit of DEVX.

3.   COMSTOCK agrees to utilize the Confidential Information only for the
     purpose of evaluating a Transaction between the parties and preparing
     proposals with respect thereto and shall protect the confidentiality of the
     Confidential Information with the same degree of care, but in any case no
     less than a reasonable standard of care, as it uses to protect its own
     Confidential Information. COMSTOCK shall bear its own risk and cost of
     evaluating the Confidential Information.

4.   COMSTOCK shall not disclose the Confidential Information to any third
     party, except (i) to its employees and third party consultants on a
     need-to-know basis, or (ii) pursuant to an express written authorization by
     DEVX, or (iii) pursuant to an order of a court of competent jurisdiction or
     other judicial or quasi-judicial body. COMSTOCK shall immediately notify
     DEVX of any court process or other legal or administrative proceeding under
     which it may become liable to disclose any Confidential Information and
     will use its best efforts to cooperate with and assist DEVX to make
     whatever representations it may deem appropriate to contest or appeal such
     orders provided that all such contests or appeals shall be at the expense
     of DEVX.




5.   COMSTOCK shall direct all employees and third party consultants to whom it
     provides access to Confidential Information not to disclose such
     Confidential Information or the fact that any discussions or negotiations
     are taking place between the parties and shall remain liable for any
     unauthorized disclosure or use of Confidential Information by such
     employees or third party consultants notwithstanding such direction.

6.   The restrictions on use and disclosure of the Confidential Information set
     out herein shall continue for two (2) years from the date hereof regardless
     of whether the parties enter into a definitive agreement concerning a
     Transaction.

7.   The parties further acknowledge and agree that, except with respect to the
     matters specifically addressed in this agreement, unless and until they
     execute and deliver a definitive agreement concerning a Transaction, (i)
     neither of them is under any obligation whatsoever with respect to each
     other whether by virtue of this agreement or any other understanding or
     agreement, either written or oral, and (ii) DEVX may, without prior or any
     notice to COMSTOCK, make, entertain or solicit similar offers from one or
     more third parties or conduct any process with respect thereto as either in
     its sole discretion may determine, including without limitation, the
     negotiation or execution of preliminary or definitive agreements to the
     exclusion of COMSTOCK, provided that COMSTOCK shall not, for a period of
     two (2) years from the date hereof, participate directly or indirectly in
     any transaction pertaining to any publicly traded securities of DEVX that
     has not been approved of by the Board of Directors of DEVX.

8.   COMSTOCK agrees that upon written request from DEVX all Confidential
     Information furnished by DEVX and any copies thereof will be immediately
     returned to DEVX, or with DEVX's written agreement, will be destroyed by
     COMSTOCK.

9.   This agreement shall be governed by the laws of the State of Texas. The
     language used in this agreement shall be deemed to have been mutually
     chosen by the parties to express their mutual intent.

10.  COMSTOCK agrees that the unauthorized release of Confidential Information
     of DEVX will cause irreparable harm to DEVX and any breach of this
     agreement may be restrained by interim or permanent injunction and COMSTOCK
     waives any requirement on DEVX to prove balance of convenience or actual
     harm or to post security in support of any such injunction application.

11.  In the event that a court of competent jurisdiction determines that any
     portion of this agreement is unenforceable, such court may reform such
     portions in a manner consistent with the intent of the parties, but in any
     event the remainder of the agreement shall continue in full force and
     effect.

12.  This agreement may be executed by telefax and in two (2) or more
     counterparts, each of which shall be deemed to be an original and all of
     which shall constitute one (1) agreement.

AGREED TO AND ACCEPTED this 16th day of January, 2001.

DevX Energy, Inc.                          Comstock Resources, Inc.


/s/ Edward J. Munden                       /s/ Michael W. Taylor
--------------------                       ---------------------
By:      Edward J. Munden                  By:      Michael W. Taylor
Title:   President and CEO                 Title:   Vice President - Corporate
                                                    Development



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