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 24, 2005

                             CARRIZO OIL & GAS, INC.
             (Exact name of registrant as specified in its charter)

        Texas                       000-22915                  76-0415919
     (State or other               (Commission             (I.R.S. Employer
     jurisdiction of               File Number)           Identification No.)
      incorporation)


           1000 Louisiana Street
                 Suite 1500
               Houston, Texas                                     77002
   (Address of principal executive offices)                     (Zip code)

       Registrant's telephone number, including area code: (713) 328-1000


                                       N/A
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



Item 2.02.     Results of Operations and Financial Condition.

               The press release dated February 24, 2005 announcing  production,
prices and other operational  results of Carrizo Oil & Gas, Inc. (the "Company")
for the fourth  quarter of 2004,  furnished as Exhibit  99.1 to this report,  is
incorporated  by  reference   herein.   The  Company  is  hereby   correcting  a
typographical  error in such press  release.  The sixth  paragraph  of the press
release is hereby  corrected to state that the  Company's  average  daily fourth
quarter production from the Shadyside #1 was approximately 970 Mcfe per day, not
970 Mmcfe per day.

               None  of  the   information   furnished  in  Item  2.02  and  the
accompanying  exhibit  will be deemed  "filed" for purposes of Section 18 of the
Securities  Exchange Act of 1934,  as amended,  nor will it be  incorporated  by
reference  into any  registration  statement  filed  by the  Company  under  the
Securities Act of 1933, as amended,  unless  specifically  identified therein as
being  incorporated  therein by reference.  The furnishing of the information in
this report is not intended  to, and does not,  constitute  a  determination  or
admission by the  Company,  that the  information  in this report is material or
complete,  or that investors should consider this  information  before making an
investment decision with respect to any security of the Company.

Item 9.01.     Financial Statements and Exhibits.

       (c)     Exhibits.



Exhibit Number          Description
--------------          -----------
                     
99.1                    Press   Release   dated   February   24,  2005
                        Announcing Operational Results for the Fourth Quarter
                        2004.

                        

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                                   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.


                                      CARRIZO OIL & GAS, INC.




                                      By: /s/ Paul F. Boling
                                          ------------------ 
                                      Name:  Paul F. Boling
                                      Title: Vice President and 
                                             Chief Financial Officer

Date:  February 25, 2005


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                                  EXHIBIT INDEX



99.1           Press Release dated February 24, 2005 Announcing Operational 
               Results for the Fourth Quarter 2004.