UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. __)

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[ ]    Soliciting Material Pursuant to Section 240.14.a-11(c) or Section
       240.14a-12

                             CARRIZO OIL & GAS, INC.
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                (Name of Registrant as Specified In Its Charter)


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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 27, 2005

Members of the Compensation Committee
Carrizo Oil & Gas, Inc.
1000 Louisiana Street, Suite 1500
Houston, Texas 77002

To Members of the Compensation Committee of Carrizo Oil & Gas, Inc.:

As you are aware, Carrizo Oil & Gas, Inc. (the "Company") has recommended to its
shareholders the approval of an amendment (the "Amendment") to its Long-Term
Incentive Plan (the "Plan") as presented in the Company's Proxy Statement for
its 2005 Annual Meeting of Shareholders. Subsequent to the Company's
distribution of the Proxy Statement, the Company has received feedback from a
shareholder rights group regarding the Plan. As a result, management will
recommend to the Compensation Committee that the Plan be amended to explicitly
state that any repricing of stock options granted by the Company under the Plan
will require shareholder approval.

I expect that management will discuss this recommendation with the Board of
Directors and the Compensation Committee following the Company's 2005 annual
meeting of shareholders.

                                             Regards,

                                             /s/ S.P. Johnson IV

                                             S.P. Johnson IV
                                             President and
                                             Chief Executive Officer