COMSTOCK RESOURCES INC — Major Shareholding Notification 2008

Aug 28, 2008

SC 13G 1 schedule13gaug282008.htm SCHEDULE 13G schedule13gaug282008.htm Licensed to: 3099edgar Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

| Stone
Energy Corporation |
| --- |
| (Name
of Issuer) |

| Common
Stock, par value $0.01 per share |
| --- |
| (Title
of Class of Securities) |

861642106
(CUSIP
Number)

| August
28, 2008 |
| --- |
| (Date
of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| /
/ | Rule
13d-1(b) |
| --- | --- |
| /
/ | Rule
13d-1(c) |
| / X
/ | Rule
13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 5 pages

CUSIP No. 861642106 13G

1. Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Comstock Resources, Inc.

94-1667468

1. Check the appropriate box if a member of a group (see instructions)

(a)
(b)

1. SEC use only

2. Citizenship or place of organization: USA

| Number
of shares beneficially owned by each reporting person
with: | Sole
voting power: 5,317,069 |
| --- | --- |
| 6. | Shared
voting power: 0 |
| 7. | Sole
dispositive power: 5,317,069 |
| 8. | Shared
dispositive power: 0 |

1. Aggregate amount beneficially owned by each reporting person: 5,317,069

2. Check box if the aggregate amount in Row (9) excludes certain shares (see instructions). [ ]

3. Percent of class represented by amount in Row (9): 13.3%

4. Type of reporting person (see instructions): CO

Page 2 of 5 pages

CUSIP No. 861642106 13G

ITEM 1.

(a) Name of Issuer: Stone Energy Corporation

(b) Address of Issuer's Principal Executive Offices: 625 E. Kaliste Saloom Road, Lafayette, LA 70508

ITEM 2.

(a) Name of Person Filing: Comstock Resources, Inc.

(b) Address of Principal Business Office or, if none, Residence:

Comstock Resources, Inc., 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034

(c) Citizenship: USA

(d) Title of Class of Securities: Common Stock, par value $0.01 per share

(e) CUSIP Number: 861642106

ITEM 3. If this statement is filed pursuant to Rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

| (a) | [ ] | Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | [ ] | Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | [ ] | Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | [ ] | Investment company
registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8). |
| (e) | [ ] | An investment
adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
| (f) | [ ] | An employee benefit
plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F); |
| (g) | [ ] | A parent holding
company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G); |
| (h) | [ ] | A savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813); |
| (i) | [ ] | A church plan that
is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| (j) | [ ] | Group, in accordance
with Rule 13d-1(b)(1)(ii)(J). |

Page 3 of 5 pages

CUSIP No. 861642106 13G

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 5,317,069

(b) Percent of class: 13.3%

(c) Number of shares as to which the person has:

| (i) | Sole power to vote
or to direct the vote: 5,317,069 |
| --- | --- |
| (ii) | Shared power to vote
or to direct the vote: 0 |
| (iii) | Sole power to
dispose or to direct the disposition of: 5,317,069 |
| (iv) | Shared power to
dispose or to direct the disposition
of: 0 |

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ]

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.

Page 4 of 5 pages

CUSIP No. 861642106 13G

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| | August
28, 2008 |
| --- | --- |
| | Date |
| | COMSTOCK
RESOURCES, INC. |
| By: | /s/
Roland O. Burns |
| | Signature |
| | Roland
O. Burns, Senior Vice President, |
| | Chief
Financial Officer and Secretary |
| | Name/Title |

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

Page 5 of 5 pages