<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>SCHEDULE 13G/A
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  Schedule 13G


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (Amendment No. 2)


                            QUEEN SAND RESOURCES INC
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                    747927101
                                 (CUSIP Number)


Check the following space if a fee is being paid with this statement:  [_]

(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)


* 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 the 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>

Page 2                            SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

         CUSIP NO.:         747927101

1.       NAME OF REPORTING PERSON, S.S OR I.R.S. IDENTIFICATION NO. OF THE
         ABOVE PERSON:

         Comerica Bank      38-0477375

2.       CHECK THE APPROPRIATE LETTER IF A MEMBER OF A GROUP:

         (a)
         (b)

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION:

         Michigan Banking Corporation

    NUMBER OF              5.       SOLE VOTING POWER:

      SHARES                             6,600,000

   BENEFICIALLY            6.       SHARED VOTING POWER:

     OWNED BY                            0

       EACH                7.       SOLE DISPOSITIVE POWER:

     REPORTING                           0

    PERSON WITH            8.       SHARED DISPOSITIVE POWER:

                                         0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

                                 6,600,000


10.      CHECK THE SPACE BELOW IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
         SHARES

         [_]


11.      PERCENT OF CLASS REPRESENTED  BY AMOUNT IN ROW 9:

                                     8.18%

12.      TYPE OF REPORTING:

         BK
<PAGE>

Page 3                            SCHEDULE 13G
                    Under the Securities Exchange Act of 1934


Check the following space if a fee is being paid with this statement:  [_]

Item 1(a):        Name of Issuer:

                  QUEEN SAND RESOURCES INC

Item 1(b):        Address of Issuer's Principal Executive Offices:

                  13760 Noel Road Ste 1030  L.B.#31
                  Dallas, TX  75240-7336

Item 2(a):        Name of Person Filing:

                  Comerica Bank

Item 2(b):        Address of Principal Business Officer, or if none, Residence:

                  One Detroit Center
                  Detroit, MI 48275

Item 2(c):        Citizenship:

                  Michigan Banking Corporation

Item 2(d):        Title of Class of Securities:

                  COMMON STOCK

Item 2(e):        Cusip Number:

                  747927101

Item 3:           This statement is filed in pursuant to Rules 13d-1(b), or
                  13d-2(b).  The filing person is a Bank as defined in Section
                  3(a)(6) of the Act.
<TABLE>
<CAPTION>
Item 4:           Ownership:
      <S>                                                                       <C>
      (a)         Amount Beneficially Owned:                                    6,600,000

      (b)         Percent of Class:                                                 8.18%

      (c)         Number of Shares as to which such person has:

                  (i)      sole power to vote or direct the vote:               6,600,000

                  (ii)     shared power to vote or direct the vote:                     0

                  (iii)    sole power to dispose or direct the disposition:             0

                  (iv)     shared power to dispose or direct the disposition:           0
</TABLE>

Item 5:           Ownership of Five Percent of 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:

                  EIBOC/QSR ESCROW                      6,600,000          8.18%
<PAGE>

Page 4                            SCHEDULE 13G
                    Under the Securities Exchange Act of 1934


Item 7:           Identification and Classification of the Subsidiary Which
                  Acquired the Security being Reported on by the Parent Holding
                  Company:


Item 8:           Identification and Classification of Members of the Group:


Item 9:           Notice of Dissolution of Group:


Item 10:          Certification:

                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were acquired in
                  the ordinary course of business and were not acquired for the
                  purpose of and do not have the effect of changing or
                  influencing the control of the issuer of such securities and
                  were not acquired in connection with or as a participant of
                  any such transaction having such purposes or effect.

                  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.

                  Date:  11/03/2000

                  Comerica Bank


                  By:    Stephen Graef
                         Vice President, Comerica Bank
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