EXHIBIT 99.5


                      TERMINATION OF SHAREHOLDERS AGREEMENT

         THIS TERMINATION AGREEMENT (this "Termination Agreement") is dated as
of June 7, 2004, among Carrizo Oil & Gas, Inc., a Texas corporation (the
"Company"), Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek and Steven
A. Webster (the "Shareholders") with respect to the Shareholders Agreement dated
as of February 20, 2002 by and among the Company and the Shareholders, as
amended through the date hereof (the "Agreement"). Capitalized terms used but
not defined in this Termination Agreement have the meanings give such terms in
the Agreement.

                                   WITNESSETH:

         WHEREAS, each of Steven A. Webster and Mellon Ventures, L.P. has
provided to the Company an executed and irrevocable notice of conversion of all
of the shares of Series B Convertible Preferred Stock held by such person;

         WHEREAS, the Company and the Shareholders desire to terminate the
Agreement;

         WHEREAS, Section 5.1 of the Agreement provides that, subject to certain
exceptions, an amendment or waiver of a provision of the Agreement requires the
prior written consent of the Company, the Requisite Founder Shareholders and the
Requisite Investors;

         WHEREAS, the undersigned Founder Shareholders hold in the aggregate in
excess of 50% of the outstanding shares of Common Stock held by all Founder
Shareholders as of the date of this Termination Agreement, and therefore qualify
as the Requisite Founder Shareholders;

         WHEREAS, the undersigned Investors hold in the aggregate in excess of
50% of the Common Stock issuable upon conversion of the Series B Convertible
Preferred Stock and exercise of the Warrants, and therefore qualify as the
Requisite Investors;

         NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby agree as follows:

         1. Effective as of the date hereof, the Agreement is hereby terminated
and, as a result of this Termination Agreement, neither the Company nor any
Shareholder shall have, from and after the effective date of this Termination
Agreement, any rights or obligations under the Agreement.

         2. This Termination Agreement shall be governed by and construed in
accordance with the domestic laws of the State of New York without giving effect
to any choice or conflict of law provision or rule (whether in the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York except to the extent of
internal corporate matters, which shall be governed by the provisions of


the applicable law of the State of Texas. This Termination Agreement may be
executed in any number of counterparts, and each counterpart hereof shall be
deemed to be an original instrument, but all such counterparts together shall
constitute but one agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Termination
Agreement as of the date first written above.



                                      COMPANY:

                                      Carrizo Oil & Gas, Inc.

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


                                      INVESTOR:

                                      Mellon Ventures, L.P.

                                         By:  MVMA, L.P., its general partner


                                           By: MVMA, Inc., its general partner

                                              By:  /s/ Ronald J. Coombs
                                                 -------------------------------
                                                 Name:  Ronald J. Coombs
                                                 Title:  Chief Financial Officer


                                      ORIGINAL FOUNDER SHAREHOLDERS:


                                      /s/ S.P. Johnson IV
                                      ------------------------------------------
                                      S.P. Johnson IV



                                      /s/ Frank A. Wojtek
                                      ------------------------------------------
                                      Frank A. Wojtek



                                      /s/ Steven A. Webster
                                      ------------------------------------------
                                      Steven A. Webster


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