8-K

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): September 10, 2007

CARRIZO OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

Texas	000-29187-87	76-0415919
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

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

Not applicable
(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:

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

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

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

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

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 7.01 Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
Exhibit Index
Placement Agent Agreement
Opinion of Baker Botts L.L.P.
Form of Securities Purchase Agreement
Press Release

Item 1.01 Entry into a Material Definitive Agreement.

          On September 10, 2007, Carrizo Oil & Gas, Inc. (the “Company”) entered into a Placement Agent Agreement with RBC Capital Markets Corporation, as managing placement agent, relating to the offering to certain investors (the “Investors”) of shares of the Company’s common stock, par value $0.01 per share, pursuant to the Company’s registration statement on Form S-3 (File No. 333-142346), as amended.

          Following the pricing of the offering, on September 11, 2007, the Company entered into Securities Purchase Agreements with the Investors providing for the sale of an aggregate of 1.8 million shares of common stock in the offering at a purchase price of $41.40 per share. The net proceeds of the offering to the Company will be approximately $72.1 million after deducting placement agents’ commissions and expense reimbursements but before deducting other offering expenses. We expect to use substantially all of the net proceeds to fund in part our capital expenditure program, including our drilling and leasing programs in the Barnett Shale and appraisal well drilling in the North Sea, and for other corporate purposes. Pending those uses, we intend to use a portion of the net proceeds to repay the $50 million of outstanding borrowings under our revolving credit facility that matures on May 25, 2010. As of September 10, 2007, $50 million principal amount, bearing interest at a weighted average rate of 7.2%, was outstanding under our revolving credit facility. We originally borrowed this amount to fund our ongoing exploration program. The offering is expected to close on or before September 14, 2007, subject to customary conditions.

          The foregoing descriptions of the Placement Agent Agreement and the Securities Purchase Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, which are attached as exhibits to this report and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

          On September 12, 2007, the Company issued a press release regarding the offering described in Item 1.01 above, which is furnished as Exhibit 99.1 to this report.

          None of the information furnished in Item 7.01 and the accompanying Exhibit 99.1 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.

          Certain statements in this report, including but not limited to statements regarding closing and the use of proceeds and other statements that are not historical facts, are forward looking statements that are based on current expectations. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements include satisfaction of closing

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conditions, results of operations, general market conditions, results and dependence on exploratory drilling activities, results of any drilling operations, operating risks, risks of foreign operation, risks of offshore operations, oil and gas price levels, land issues, availability of equipment, weather and other risks described in our Form 10-K for the year ended December 31, 2006 and our other filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

                  (d) Exhibits.

Exhibit Number	Description
1.1	Placement Agent Agreement between RBC Capital Markets Corporation and Carrizo Oil & Gas, Inc., dated September 10, 2007.
5.1	Exhibit 5.1 Opinion of Baker Botts L.L.P.
10.1	Form of Securities Purchase Agreement between Carrizo Oil & Gas, Inc. and the purchasers named therein.
23.1	Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
99.1	Press Release issued by the Company on September 12, 2007.

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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: September 12, 2007

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Exhibit Index

Exhibit Number	Description
1.1	Placement Agent Agreement between RBC Capital Markets Corporation and Carrizo Oil & Gas, Inc., dated September 10, 2007.
5.1	Exhibit 5.1 Opinion of Baker Botts L.L.P.
10.1	Form of Securities Purchase Agreement between Carrizo Oil & Gas, Inc. and the purchasers names therein.
23.1	Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
99.1	Press Release issued by the Company on September 12, 2007.

EX-1.1

Exhibit 1.1

[Placement Agent’s Letterhead]

September 10, 2007

Board of Directors
Carrizo Oil & Gas, Inc.
1000 Louisiana, Suite 1500
Houston, TX 77002

Attention:	Mr. Paul F. Boling
	Chief Financial Officer
Re:	Engagement of RBC Capital Markets Corporation as Managing Placement Agent of up to 2,000,000 shares of Common Stock

Dear Sir:

     1. Engagement of Placement Agent Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), proposes to offer and sell (the “Offering”) up to 2,000,000 shares of the Company’s common stock (“Common Stock”), par value $0.01 per share (individually, a “Security,” and collectively, the “Securities”), by means of a registered placement utilizing the Company’s effective shelf registration statement on Form S-3 (File No. 333-142346) (such registration statement, as amended at the Effective Time, including all information deemed to be a part of the registration statement pursuant to Rule 430A, 430B or 430C under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder, the “Registration Statement”). By entering into this Placement Agent Agreement (this “Agreement”), the Company engages RBC Capital Markets Corporation (the “Agent”) as its managing “Placement Agent,” and as a representative of such other participating broker/dealers as are mutually agreed upon by the parties hereto and listed on Exhibit C attached hereto (collectively, the “Placement Agents”), and provided that each such other broker/dealer enters into an agreement with the Agent in the form attached hereto as Exhibit E (the “Agreement Among Placement Agents”) agreeing upon the allocation to the Placement Agents, cross-indemnities and such other agreements typically found in agreements among multiple placement agents, in connection with the Offering through the date on which this Agreement may terminate in accordance with Section 10 hereof. By entering into this Agreement, the Agent, acting on behalf of itself and the other Placement Agents, severally, accepts such engagement and agrees, as more fully described in Section 4(a) hereof, to use its reasonable best efforts to place up to 2,000,000 shares of Common Stock solely with investors that are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, or “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, including those institutions listed on Exhibit D hereto and any other such institutions approved by the Company (the persons described in this sentence being referred to herein as the “Qualified Investors”).

     The offering price shall be such price as is mutually agreeable to the Company and the Agent. The Company shall prepare a securities purchase agreement (the “Securities Purchase Agreement”), a prospectus supplement to the base prospectus included in the Registration Statement (the “Base Prospectus”) and, if required, any other documents which may be necessary to comply with the applicable requirements of the Securities Act, including any Free Writing Prospectus, as described in Rule 433 of the Securities Act, each of which shall be subject to the Agent’s reasonable approval. The Agent hereby acknowledges and agrees that the Company, in the Company’s sole discretion, may (1) reject any bid for Securities presented to the Company by the Agent, (2) withdraw the offering of the Securities at any time, and (3) allot to any prospective investor less than the full amount of Securities sought by it. The Company agrees to enter into a Securities Purchase Agreement with each of the purchasers of the Securities (individually, an “Investor”, and collectively, the “Investors”).

     As used in this Agreement, “Effective Time” means the date and the time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, became effective; “Effective Date” means the date of the Effective Time; “Prospectus Supplement” means the prospectus supplement previously filed or to be filed promptly after the date hereof pursuant to Rule 424 and describing the Securities and the offering thereof (the “Prospectus Supplement”); “Prospectus” means the Prospectus Supplement, together with the Base Prospectus, in the form first used by the Placement Agents to confirm sales of the Securities or in the form first made available to the Placement Agents by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act; and “Disclosure Package” means the Base Prospectus, as amended or supplemented immediately prior to the Applicable Time (as defined below), and the information agreed to by the Company and the Agent as the information to be conveyed orally by the Placement Agents to purchasers of the Securities as of the Applicable Time, as set forth on Schedule I hereto; the “Applicable Time” is 5:00 p.m. (Eastern time) on the date of the pricing of the Offering. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date of the Registration Statement, the date of such Base Prospectus, the date of such Prospectus Supplement or the date of the Prospectus, as the case may be, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the effective date of the Registration Statement, the date of such Base Prospectus, the date of such Prospectus Supplement or the date of the Prospectus, as the case may be, which is incorporated therein by reference and (ii) any such document so filed. For purposes of this opinion letter, all references to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Electronic Data Gathering Analysis and Retrieval System, or EDGAR.

     The persons listed on Exhibit A attached hereto shall have entered into lock-up agreements substantially in the form attached hereto as Exhibit B, and shall have delivered the same to the Agent, on or prior to the closing of the Offering.

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     2. Fees.

     (a) In consideration of the Agent’s performance of the services described in Section 1 hereof, the Company agrees to pay to the Placement Agents (1) with respect to the first 1,600,000 shares of Common Stock sold in the Offering, a fee equal to 3.25% of the gross proceeds received by the Company, of which amount no less than 36.8% will be payable to the Agent and not more than 63.2% will be payable to the other Placement Agents as a group, if any, listed on Exhibit C attached hereto in accordance with the percentages set out in Exhibit C, and (2) with respect to any shares of Common Stock sold in the Offering in excess of 1,600,000 shares, a fee equal to 2.25% of the gross proceeds received by the Company, of which 100% will be payable to the Agent. The Company shall pay to the Placement Agents all the fees payable pursuant to this paragraph in full upon the closing of the Offering.

     (b) Regardless of whether or not the Offering is completed or this Agreement is terminated, the Company shall pay all of its expenses in connection with the Offering and shall pay the Agent all reasonable out-of-pocket expenses incurred by the Agent under this Agreement within five (5) business days after being demanded by the Agent in writing with supporting documentation; provided, however, that under no circumstances shall the Company be obligated to pay the Agent an amount in excess of $65,000 (including attorneys’ fees) under this subsection. In the event that the Offering is consummated, then an estimate of expenses shall be paid to the Agent at the closing with the remainder to be remitted upon demand as set forth above.

     3. Representations and Warranties of the Company. The Company represents and warrants to and agrees with the Agent that:

     (a) The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will conform at the time they become effective or are filed with the Commission, respectively, in all material respects to any applicable requirements of the Securities Act and the Rules and Regulations; and the Prospectus, as of its date, will conform and, as it may be further supplemented, will conform on the date of the closing (the “Closing”) of the Offering (the “Closing Date”) in all material respects to any applicable requirements of the Securities Act and the Rules and Regulations. The Registration Statement, as of the Applicable Time, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus as amended or supplemented on the date thereof and on the Closing Date will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package, as of the Applicable Time, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this paragraph will not apply to statements or omissions made in reliance upon and in conformity with information furnished by the Agent in writing to the Company in connection with the Registration Statement, the Prospectus (or any supplement thereto) or the Disclosure Package, such information described in the last sentence of Section 3(b) below.

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     (b) Except for information contained in or omitted from the Registration Statement, the Prospectus (or any or supplement thereto) or the Disclosure Package in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Placement Agent specifically for inclusion in such document (it being understood and agreed that the only such information furnished by or on behalf of any of the Placement Agents consists of the information described in the last sentence of this Section 3(b) below), the Company shall have the sole responsibility for the accuracy and completeness of the Registration Statement, the Prospectus (or any supplement thereto) or the Disclosure Package (including the documents that are incorporated therein by reference), and the Registration Statement, the Prospectus (or any supplement thereto) and the Disclosure Package (including the documents that are incorporated therein by reference) will include all information required to be provided to investors under applicable securities laws and regulations. The Company acknowledges that information regarding the Agreement Among Placement Agents and the engagement by the Agent in overallotment, stabilizing transactions or syndicate covering transactions in connection with this Offering to be contained in the Prospectus constitutes the only information furnished in writing by or on behalf of the several Placement Agents for inclusion in the Registration Statement, the Prospectus (or any supplement thereto) or the Disclosure Package.

     (c) The Company is eligible to use the Registration Statement for the Offering. As of the date hereof, the Registration Statement is effective, and the Company shall ensure that the Registration Statement remains effective during the term of this Agreement; the Company will notify the Agent immediately if it determines it is either (i) no longer eligible to use the Registration Statement or (ii) the Registration Statement is otherwise no longer effective.

     (d) All potential investors will be given reasonable access to material information regarding the Company and reasonable opportunity to ask questions of the Company’s executive officers. Notwithstanding the foregoing, the Company shall not be required to disclose to the Agent or any potential investors any material nonpublic information or information regarding the Company’s trade secrets or other proprietary information.

     (e) The Company makes, with respect to itself and this Agreement, all of the representations made by it in Section 3 of the Securities Purchase Agreement with respect to itself and that agreement.

     4. Representations and Warranties of Placement Agents. The Agent does, and each other Placement Agent will upon its execution and delivery of the Agreement Among Placement Agents, represent and warrant to and agree with the Company, severally (and not jointly or jointly and severally), that:

     (a) Such Placement Agent will offer Securities only to those offerees who such Placement Agent reasonably believes are Qualified Investors. Such Placement Agent will not disclose any material nonpublic information regarding the Company to any offeree, including without limitation, the fact that the Company is considering the Offering, without first obtaining an agreement, oral or written, from such offeree that such information is to be kept confidential and used only in connection with the Offering.

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     Such Placement Agent shall (i) deliver to each prospective investor that agrees to the foregoing a current copy of the Registration Statement, the Prospectus (or any supplement thereto) and the Disclosure Package, (ii) maintain and furnish to the Company a list of all prospective investors contacted by such Placement Agent with regard to the Offering, including, if requested by the Company, the addresses of such prospective investors and the name and telephone number of a contact person with respect thereto, and (iii) present to the Company all written offers for the purchase of Securities received by such Placement Agent from any such prospective investors.

     (b) Such Placement Agent shall comply with all applicable federal, state and other regulatory agencies’ securities laws, regulations and rules applicable to the Offering.

     (c) Such Placement Agent shall comply with all applicable laws and the rules of the National Association of Securities Dealers, Inc. in recommending to a customer the purchase or sale of the Securities.

     (d) Such Placement Agent shall not give to any prospective investor any information, sales or advertising material or make any representation in connection with the Offering other than as contained in the Registration Statement, the Prospectus (or any supplement thereto) or the Disclosure Package or as otherwise agreed to by the Company which representation includes any untrue statement of any material fact or omission to state a material fact necessary to make the representation, in light of the circumstances under which they were made, not misleading, and will distribute such permitted materials in accordance with the legends thereon and applicable securities laws.

     5. Covenants of the Company. The Company agrees with the Agent that until this Agreement terminates pursuant to Section 10 hereof:

     (a) The Company will advise the Agent promptly and consult with the Agent regarding the drafting of any amendments to the Registration Statement, the Prospectus (or any supplement thereto) and the Disclosure Package (but not including documents already filed or required to be filed, subsequent to the execution of this Agreement, with the Commission in accordance with Section 12, Section 14 or Section 15 of the Exchange Act) and any amendments or supplements thereto and all related documents, including Securities Purchase Agreements, an opinion of counsel to the Company and other documents associated with the Offering. The opinion will be addressed to the Placement Agents and will be substantially in the form attached hereto as Exhibit F.

     (b) The Company will not distribute the Registration Statement, the Prospectus (or any supplement thereto) or the Disclosure Package that names the Agent as a Placement Agent to any potential investor without the prior written consent of the Agent.

     (c) The Company will furnish to the Agent copies of the Registration Statement, the Prospectus (and any supplement thereto) and the Disclosure Package in such quantities as the Agent may reasonably request.

     (d) If any event occurs following the Company’s agreement that marketing efforts may commence and prior to the closing of the Offering as a result of which the Registration

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Statement, the Prospectus (or any supplement thereto) or the Disclosure Package, as then amended or supplemented (including the documents that are incorporated therein by reference), would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will promptly prepare (and file with the Commission or any state securities commission, if so required) any amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance and will supply such amended or supplemented documents to the Agent, in each case as soon as available and in such quantities as the Agent may reasonably request.

     (e) During the period from the date of this Agreement to the completion of the Offering, an officer of the Company shall promptly notify an officer of the Agent of material events which would necessitate modification of the Registration Statement, the Prospectus (or any supplement thereto) or the Disclosure Package or any amendments or supplements thereto and shall be reasonably responsive to the Agent’s inquiries about the Company’s ongoing operations as they relate to the Offering and the documents described above or any amendments or supplements thereto. The Company shall permit the Agent to make such investigations of the business, properties and financial and legal conditions of the Company and its subsidiaries as the Agent may reasonably request provided such investigations shall remain confidential. No such investigation by the Agent, if made, shall affect the representations and warranties of the Company in Section 3 hereof.

     (f) Except as otherwise agreed to by the Company, as is required by law (including applicable securities laws) or as is necessary to complete its engagement hereunder, the Agent will keep confidential and use solely in the performance of its services hereunder all information which is supplied by the Company and which has not previously entered the public domain, and will not use any such information for its own benefit except in connection with the matters undertaken pursuant to the terms of this engagement. At the termination of this Agreement, upon the request of the Company, the Agent shall return all information and copies thereof furnished by the Company, other than materials which the Agent’s counsel advises it to retain to evidence its due diligence in connection with the performance of its services or otherwise as required for regulatory and compliance purposes.

     6. Allocation of Fees. If, on or prior the date of closing of the Offering, any proposed Placement Agent whose name is set forth on Exhibit C shall fail to execute the Agreement Among Placement Agents and participate in the Offering, the fee that such Placement Agent would have received shall be allocated to the participating Placement Agents in the proportion that their respective fee allocations set forth on Exhibit C bear to the aggregate fee percentage that would exist in the absence of the fee contemplated to be paid to the nonparticipating Placement Agent.

     7. Notice. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim or other communication if addressed to the intended recipient as set forth below shall be deemed to be duly given either when personally delivered or two days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one day after it is delivered to a commercial overnight courier, or upon confirmation if delivered by facsimile:

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     If to the Company:

Carrizo Oil & Gas, Inc.
1000 Louisiana, Suite 1500
Houston, TX 77002
Attn: Mr. Paul F. Boling
Chief Financial Officer
Telephone: (713) 328-1000
Facsimile: (713) 358-6473

     With copy to:

Baker Botts L.L.P.
One Shell Plaza
910 Louisiana Street
Houston, TX 77002
Attn: Gene J. Oshman, Esq.
Attn: Ryan J. Maierson, Esq.
Telephone: (713) 229-1178
Facsimile: (713) 229-7778

     If to the Agent:

RBC Capital Markets Corporation
One Liberty Plaza, 165 Broadway, 6^th Floor
New York, NY 10006
Attn:    Eric Hansen, Managing Director
Phone: (212) 428-6550
Fax:      (212) 858-7479

     With copy to:

Porter & Hedges, L.L.P.
1000 Main, 36^th Floor
Houston, Texas 77002
Attn: Robert G. Reedy
Telephone: (713) 226-6649
Facsimile: (713) 226-6249

     Any party may give any notice, request, demand, claim, or other communication hereunder using any other means, but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended. Any party may change the address to which such notices, requests, demands, claims, or other communications are to be delivered by giving the other parties notice in the manner herein set forth.

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     8. Benefit and Non-Assignment. This Agreement is made solely for the benefit of the Agent and the other Placement Agents, the Company, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. Notwithstanding the foregoing, this Agreement may not be assigned by the Agent without the prior written consent of the Company or assigned by the Company without the prior written consent of the Agent. The term “successor” or the term “successors and assigns” as used in this Agreement shall not include any purchasers, as such, in the Offering. The Agent is acting on behalf of itself and the other Placement Agents and may enter into any amendment or waiver of the provisions hereof on behalf of such Placement Agents.

     9. Survival. Subject to any applicable statutes of limitations, the respective agreements, representations, warranties, covenants and other statements, of the Agent or the Company or their officers as set forth in or made pursuant to this Agreement shall survive and remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Agent or the Company or any such officer or director thereof and (ii) delivery of or payment for the Securities. Any successor of the Company or the Agent as the case may be, shall be entitled to the benefits hereof.

     10. Termination. Either party may, at its option, terminate this Agreement prior to the closing of the Offering upon giving the other party written notice in the event that (a) the other party fails to cure any violation of its representations and warranties in Section 3 or 4 hereof, as applicable, within 15 days after the non-terminating party receives written notice of such violation, or (b) the other party fails to comply in any material respect with any of its covenants, including, in the case of the Company, those in Section 5 hereof. Notwithstanding any other provision in this Agreement, this Agreement shall terminate on the earlier of (i) the close of the Nasdaq Stock Market on the date that is 30 days from the date of this Agreement or (ii) the closing of the Offering; provided, however, that the Company and the Agent may mutually agree to extend such deadline; provided further, however, that except as otherwise provided herein, neither the termination, for any reason, of this Agreement nor the Closing of the Offering shall affect (1) any compensation earned by the Agent up to the date of termination or completion, as the case may be; (2) the reimbursement of expenses incurred by the Agent up to the date of termination or completion, as the case may be; (3) the representations and warranties in Sections 3 and 4 hereof and covenants in Section 5(f) hereof; and (4) any liability for breaches that occur prior to the date of termination.

     11. Governing Law. The validity, interpretation and construction of this Agreement and of each part hereof will be governed by the laws of the State of Texas without regard to the conflict of laws principles thereof.

     12. Counterparts. This Agreement may be executed in any number of counterparts, each of which may be deemed an original and all of which together will constitute one and the same instrument.

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     If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Placement Agents in accordance with its terms.

Very truly yours, RBC CAPITAL MARKETS CORPORATION
By:	/s/ Eric Hansen
	Eric Hansen
	Managing Director

Accepted this 10th day of September, 2007

CARRIZO OIL & GAS, INC.

By:	/s/ Paul F. Boling
	Paul F. Boling
	Chief Financial Officer

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EX-5.1

EXHIBIT 5.1

[Letterhead of Baker Botts L.L.P.]
[One Shell Plaza]
[910 Louisiana Street]
[Houston, Texas 77002]

September 12, 2007

Carrizo Oil & Gas, Inc.
1000 Louisiana Street, Suite 1500
Houston, Texas 77002

Ladies and Gentlemen:

     In connection with the issuance by Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), of an aggregate of 1,800,000 shares (the “Shares”) of its common stock, par value $.01 per share, pursuant to (i) its Registration Statement on Form S-3 (Registration No. 333-142346) (the “Registration Statement”), which was filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and (ii) the related prospectus dated April 23, 2007, as supplemented by the prospectus supplement relating to the sale of the Shares dated September 11, 2007 (as so supplemented, the “Prospectus”), as filed by the Company with the Commission pursuant to Rule 424(b)(2) under the Act, certain legal matters with respect to the Shares are being passed upon for the Company by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the Commission on the date hereof (the “Form 8-K”).

     In our capacity as your counsel in the connection referred to above, we have examined the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Company, each as amended to date, the Stock Purchase Agreements dated September 11, 2007 between the Company and the purchasers named therein relating to the sale of the Shares (the “Stock Purchase Agreement”), the originals, or copies certified or otherwise identified, of corporate records of the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinions hereinafter expressed. In giving this opinion, we have relied on certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates and we have assumed, without independent investigation, that all signatures on documents we have examined are genuine, all documents submitted to us as originals are authentic, all documents submitted to us as certified or photostatic copies of original documents conform to the original documents and all these original documents are authentic, and all information submitted to us was accurate and complete. We have also assumed that all Shares will be offered and sold in the manner described in the Prospectus and in accordance with the terms of the Stock Purchase Agreement.

     On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and delivered against payment of the purchase price therefor in accordance with the Stock Purchase Agreement, will be validly issued, fully paid and nonassessable.

     This opinion is limited in all respects to the laws of the State of Texas and the applicable federal laws of the United States.

     We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Form 8-K. We also consent to the references to our Firm under the headings “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,
 

/s/ Baker Botts L.L.P.  

EX-10.1

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

     This Securities Purchase Agreement (this “Agreement”) is dated as of September 11, 2007, between Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

     WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, shares of Common Stock (as defined herein) as set forth herein on the Closing Date (as defined herein) pursuant to an effective Registration Statement on Form S-3, Commission File No. 333-142346.

     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

     1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1:

     “Action” means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.

     “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

     “Business Day” means any day except Saturday, Sunday and any day that is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

     “Closing” means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

     “Closing Date” means the third (3^rd) Trading Day following the date of this Agreement.

     “Commission” means the United States Securities and Exchange Commission.

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     “Common Stock” means the common stock of the Company, par value $.01 per share, and any securities into which such common stock may hereafter be reclassified.

     “Common Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

     “Company Counsel” means Baker Botts L.L.P.

     “Disclosure Documents” means the Registration Statement, the SEC Reports and the Schedules, considered together.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “GAAP” shall have the meaning ascribed to such term in Section 3.1(f).

     “Lien” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

     “Material Adverse Effect” means any of (a) a material and adverse effect on the legality, validity or enforceability of any Transaction Document, (b) a material and adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (c) a material and adverse impairment to the Company’s ability to perform, on a timely basis, its obligations under any Transaction Document.

     “Material Permits” means all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary for the Company and its Subsidiaries to conduct their respective businesses as described in the Disclosure Documents.

     “Per Share Purchase Price” equals $41.40, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing.

     “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

     “Prospectus Supplement” means the supplement to the base prospectus contained in the Registration Statement and filed or to be filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act.

     “RBC” means RBC Capital Markets Corporation.

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     “Registration Statement” means the registration statement on Form S-3 of the Company, (Commission File No. 333-142346) covering the sale by the Company to the Purchaser of the Shares, including the Prospectus Supplement, amendments and supplements to such registration statements or Prospectus Supplement, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statements.

     “Regulation S-X” means Regulation S-X promulgated by the Commission pursuant to the Exchange Act.

     “Required Approvals” means (i) filings required pursuant to Section 4.1 and Section 4.4, (ii) filings required in connection with the issuance and listing on The Nasdaq Global Select Market of the Shares, (iii) such filings as are required to be made under applicable state securities laws and (iv) those that have been obtained prior to the date of this Agreement.

     “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.

     “Schedules” means the disclosure schedules prepared by the Company and attached to this Agreement.

     “SEC Reports” shall have the meaning ascribed to such term in Section 3.1(f).

     “Securities Act” means the Securities Act of 1933, as amended.

     “Shares” means the shares of Common Stock issued or issuable to the Purchaser pursuant to this Agreement.

     “Short Sale” means all “short sales” as defined in Rule 200 of Regulation SHO promulgated under the Exchange Act.

     “Subscription Amount” means, as to the Purchaser, the amount set forth below the Purchaser’s signature block on the signature page hereto, in United States dollars and in immediately available funds.

     “Subsidiary” means any “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission under the Exchange Act.

     “Trading Day” means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency

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succeeding to its functions of reporting prices); provided that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

     “Trading Market” means whichever of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Stock Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

     “Transaction Documents” means this Agreement and any other agreements executed or delivered by the Company in connection with the transactions contemplated hereunder.

     “Transfer Agent” means American Stock Transfer & Trust Company.

ARTICLE II.
PURCHASE AND SALE

     2.1 Closing. On the Closing Date, the Purchaser shall purchase from the Company and the Company shall issue and sell to the Purchaser, a number of Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price. Upon satisfaction of the conditions set forth in Section 2.3, the Closing shall occur telephonically or at such location as the parties shall mutually agree.

     2.2 Deliveries.

     (a) On the Closing Date, the Company shall:

     (i) deliver or cause to be delivered the number of Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, by electronic book-entry at The Depository Trust Company (“DTC”), registered in the Purchaser’s name and address as set forth on the Purchaser’s signature page hereto, and released by the Transfer Agent, to the Purchaser at the Closing. No later than one (1) Business Day after the execution of this Agreement by the Purchaser and the Company, the Purchaser shall: (I) direct the broker-dealer at which the account or accounts to be credited with the Shares are maintained, which broker-dealer shall be a DTC participant, to set up a Deposit/Withdrawal at Custodian (“DWAC”) instructing the Transfer Agent to credit such account or accounts with the Shares by means of an electronic book entry delivery, and (II) remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Purchaser to the following account:

Carrizo Oil & Gas, Inc.
                                        

ABA#                            

Acct#                         ; or

It is the Purchaser’s responsibility to (A) make the necessary wire transfer in a timely manner and (B) arrange for settlement by way of DWAC in a timely

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manner. If the Purchaser does not deliver the aggregate purchase price for the Shares or does not make proper arrangements for settlement in a timely manner, the Shares may not be delivered at Closing to the Purchaser or the Purchaser may be excluded from the Closing altogether;

     (ii) deliver or cause to be delivered to the Purchaser any prospectus and Prospectus Supplement as required under the Securities Act; and

     (iii) deliver or cause to be delivered to the Purchaser a legal opinion of Company Counsel, in the form of Exhibit A attached hereto, addressed to the Purchaser and providing that RBC and the Purchaser are entitled to rely thereon. Without limiting the generality of Section 2.3(b), the Purchaser’s obligation to fund on the Closing Date shall be conditioned upon satisfaction of the conditions in Section 2.3(b), including delivery of any receivables by the Company.

     (b) On the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the Purchaser’s Subscription Amount by remitting by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Purchaser to an account designated by the Company.

     2.3 Closing Conditions.

     (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

     (i) all representations and warranties of the Purchaser contained herein were true and correct on the date hereof and remain true and correct as of the Closing Date, except that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date;

     (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed;

     (iii) the Purchaser shall have delivered the Subscription Amount in accordance with Section 2.2(b) of this Agreement; and

     (iv) the transactions contemplated in each of those other Securities Purchase Agreements between the Company and the purchasers named therein, each dated the date hereof and each containing terms and conditions substantially similar to the terms and conditions hereof, shall be consummated prior to, simultaneous with or immediately following the transactions contemplated hereby.

     (b) The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met or waived in writing by the Purchaser:

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     (i) all representations and warranties of the Company contained herein were true and correct on the date hereof and remain true and correct as of the Closing Date, except that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date;

     (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

     (iii) the Company shall have delivered the items set forth in Section 2.2(a) of this Agreement;

     (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;

     (v) the Prospectus Supplement shall have been filed with the Commission and the Registration Statement shall be effective and available for the issuance and sale of the Shares hereunder;

     (vi) RBC shall have received signed letters from Pannell Kerr Forster of Texas, P.C. (“PKF”) addressed to RBC and the Board of Directors of the Company confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the rules and regulations promulgated thereunder (the “Rules”) and containing such other statements and information as is ordinarily included in accountants’ “comfort letters” with respect to the financial statements and certain financial and statistical information contained in the Registration Statement and the Prospectus Supplement;

     (vii) no order preventing or suspending the use of any prospectus or the Prospectus Supplement shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the prospectus or the Prospectus Supplement or otherwise) shall have been complied with to the satisfaction of the Commission and the Purchaser; and

     (viii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, nor shall a banking moratorium have been declared either by the United States or New York state authorities nor shall there have occurred any material outbreak or escalation of hostilities involving the United States of America which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable to purchase the Shares at the Closing.

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ARTICLE III.
REPRESENTATIONS AND WARRANTIES

     3.1 Representations and Warranties of the Company. The Company represents and warrants to each Purchaser, except as disclosed or incorporated by reference in the Registration Statement, as follows:

     (a) Organization and Qualification. The Company and each Subsidiary is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational, charter or equivalent documents. The Company and each Subsidiary is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

     (b) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or shareholders in connection herewith and therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

     (c) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational, charter or equivalent documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject

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to the Required Approvals, result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations and the rules and regulations of any self-regulatory organization to which the Company or its securities are subject), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

     (d) Issuance of the Shares; Reservation of Common Stock. The Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The issuance by the Company of the Shares has been registered under the Securities Act. The Registration Statement is effective and available for the issuance, offering and sale of the Shares and the Company has not received any notice that the Commission has issued or intends to issue a stop-order with respect to the Registration Statement or that the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of Distribution” section under the Registration Statement permits the issuance and sale of the Shares hereunder. Except as described in Section 4.6, and except to the extent the Purchaser is an affiliate of the Company, and assuming the accuracy of the representations and warranties of the Purchaser herein, the Shares at the time of delivery will be freely transferable and tradeable by the Purchaser without restriction created by the Company. The Company has filed all applications and other documents necessary for the Shares to be listed on The Nasdaq Global Select Market, subject only to official notice of issuance.

     (e) Capitalization. The number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of Common Stock reserved for issuance under the Company’s various option and incentive plans, is set forth in the SEC Reports. All outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance with all applicable securities laws. Except as set forth in the SEC Reports, no securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Shares or except as disclosed in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, Common Stock Equivalents, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or Common Stock Equivalents. There are no anti-dilution or price adjustment provisions contained in any outstanding security issued by the Company (or in any agreement providing rights to security holders) other than under the Company’s incentive plan. The issue and sale of the Shares will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any Person (other than the

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Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

     (f) SEC Reports; Financial Statements. The Company has furnished or made available to the Purchaser true, correct and complete copies of all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for all periods subsequent to December 31, 2006 (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Registration Statement and any prospectus included therein, including the Prospectus Supplement to be filed covering the transactions covered hereby, comply or will comply, as the case may be, in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder, and none of the Registration Statement or any such prospectus contains or contained any untrue statement of a material fact or omits or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the case of any prospectus, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

     (g) Title to Properties. The Company and each Subsidiary has (i) defensible title to all their interests in the oil and gas properties described in the Registration Statement and the Prospectus Supplement as being owned or leased by them, title investigations having been carried out by the Company in accordance with customary practice in the oil and gas industry, and (ii) good and marketable title to all other real property and all personal property described in the Registration Statement and the Prospectus Supplement as being owned by them, in each case free and clear of all liens, encumbrances, claims, security interests and defects, except (A) such as would not have a Material Adverse Effect, (B) security interests securing loans under the Company’s senior secured revolving credit facility and second lien credit facility, (C) royalties, overriding royalties and other burdens under oil and gas leases, (D) easements, restrictions, rights-of-way and other matters that commonly affect oil and gas properties and (E) liens and encumbrances under gas sales contracts, geophysical exploration

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agreements, operating agreements, farmout agreements, participation agreements, unitization, pooling and commutation agreements, declarations and orders and gas sales contracts, securing payment of amounts not yet due and payable and of a scope and nature customary in the oil and gas industry. All property (other than oil and gas properties) held under lease by the Company and each Subsidiary is held by them under valid, existing and enforceable leases, free and clear of all liens, encumbrances, claims, security interests and defects, except such as would not have a Material Adverse Effect.

     (h) Acknowledgment Regarding Purchaser’s Purchase of Shares. The Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Purchaser or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Purchaser’s purchase of the Shares. The Company further represents to the Purchaser that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

     (i) Disclosure Documents. The Disclosure Documents together with the Purchase Agreement do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (j) No Material Adverse Effect. Subsequent to the dates as of which information is given in the Disclosure Documents, except as disclosed in the Disclosure Documents, there has been no event, occurrence or development that has had a Material Adverse Effect.

     (k) Litigation. There is no Action pending or, to the knowledge of the Company, threatened against the Company which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) would have resulted in or reasonably be expected to result in a Material Adverse Effect. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act.

     (l) Compliance With Law. Neither the Company nor any Subsidiary is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business, which violation would reasonably be expected to result in a Material Adverse Effect.

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     (m) Sarbanes-Oxley Act. The Company is in material compliance with the requirements that are currently applicable to it under the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder, except where such noncompliance would not have or reasonably be expected to result in a Material Adverse Effect.

     (n) Material Permits. The Company and each Subsidiary possesses all Material Permits except where the failure to possess such permits would not have or reasonably be expected to result in a Material Adverse Effect and neither the Company nor any Subsidiary has received any written notice of Actions relating to the revocation or material modification of any Material Permit.

     (o) Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities to allow timely decisions regarding required disclosures. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Form 10-K for the Company’s most recently ended fiscal year and the Form 10-Q for the Company’s most recently ended fiscal quarter (each such applicable date, the “Evaluation Date”). The Company presented in its most recently filed Form 10-K or Form 10-Q the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date and except as disclosed in the SEC Reports, there have been no significant changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

     3.2 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:

     (a) Organization; Authority. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, limited liability company or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate, limited liability company, partnership or similar action on the part of the Purchaser. This

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Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The Purchaser was not formed and is not being used solely for the purpose of purchasing or holding the Shares pursuant to this Agreement.

     (b) Distribution. The Purchaser is purchasing the Shares for its own account and not with a view to distribution. The Purchaser (i) does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Shares, and (ii) has no present plan, intention or understanding and has made no arrangement to sell any Shares at any predetermined time or for any predetermined price. The Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

     (c) Purchaser Status. The Purchaser is either (i) a Qualified Institutional Buyer within the meaning of Rule 144A under the Securities Act or (ii) an “accredited Purchaser” as defined in Rule 501(a) under the Securities Act.

     (d) No Trading. The Purchaser represents and warrants that, except as otherwise disclosed to the Company in writing, from September ___, 2007 (the “Discussion Time”), up through the execution of this Agreement, neither the Purchaser nor its Affiliates, directly or indirectly, executed any Short Sales or engaged in any other trading in the Common Stock or any derivative security thereof or disclosed the existence of the offering contemplated by this Agreement to any other person not subject to a non-disclosure agreement or similar agreement regarding the same. Notwithstanding the foregoing, in the case of a Purchaser and/or its Affiliates that is, individually or collectively, a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s or Affiliates assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s or Affiliates assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio managers that have knowledge about the financing transaction contemplated by this Agreement.

     The Company acknowledges and agrees that the Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2 and Section 4.6.

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

     4.1 Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m., Eastern time, on the Trading Day following the date hereof, issue a press release disclosing the material

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terms of the transactions. The Company shall, by 8:30 a.m., Eastern time, by the second Trading Day following the date hereof file (i) a Current Report on Form 8-K (which attaches as an exhibit a form of this Agreement) disclosing the material terms of the transactions contemplated hereby, and (ii) the Prospectus Supplement delivered by the Company in connection herewith with the Commission via the EDGAR system on a timely basis. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, except as set forth in the exhibits to be attached to the Form 8-K contemplated above, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld), except (i) as required by federal securities law or (ii) to the extent such disclosure is required by law, judicial process or Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted under subclause (i) or (ii).

     4.2 Non-Public Information. Except in connection with the transactions contemplated by the Transaction Documents prior to their public announcement, the Company covenants and agrees that neither it nor any other Person acting on its behalf will provide the Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto the Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that the Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

     4.3 Indemnification of Purchaser. Subject to the provisions of this Section 4.3, the Company will indemnify and hold the Purchaser and its directors, officers, shareholders, partners, members, employees and agents (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur (the “Indemnified Liabilities”) as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any Action brought or made against such Purchaser Party by a third party as a derivative action brought on behalf of the Company and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Shares. The Company shall not be liable to the Purchaser under this provision in respect of any Indemnified Liability if such liability arises out of any misrepresentation by the Purchaser in Section 3.2 or Section 4.6 of this Agreement, any gross negligence or wrongful conduct of Purchaser, or any violations of law, rule or regulation by the Purchaser. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly (but in any event within 10 Business Days) notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall

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be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party. The Company shall in any event only be liable for the fees and expenses of one firm of attorneys for all Purchaser Parties under this Agreement and the indemnified parties under all other securities purchase agreements dated of even date herewith between the Company and other purchasers. The Company will not be liable to any Purchaser Party under this Section 4.3 for any settlement by a Purchaser Party effected without the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed.

     4.4 Reservation and Listing of Common Stock. The Company shall promptly secure the listing of all of the Shares upon The Nasdaq Global Select Market or other national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or quoted.

     4.5 Approval of Subsequent Equity Sales. The Company shall not issue shares of Common Stock or Common Stock Equivalents if as a result of the transactions contemplated by this agreement such issuance would require shareholder approval of the transactions contemplated by the Transaction Documents pursuant to Rule 4350 of the NASD Marketplace Rules or any similar rule of any other Trading Market, unless and until such shareholder approval is obtained prior to such issuance.

     4.6 Trading Limitations and Restrictions on Short Sales. The Purchaser represents, warrants, covenants and agrees that (a) from the Discussion Time through the date hereof, the Purchaser did not, and (b) from the date hereof until the date the transactions contemplated by this Agreement are first publicly announced by the Company as described in Section 4.1, the Purchaser and its Affiliates will not, directly or indirectly, trade in the Common Stock or execute or effect (or cause to be executed or effected) any transaction (including any Short Sale) in the Common Stock or disclose the existence of the offering contemplated by this Agreement to any other person not subject to a non-disclosure or similar agreement regarding the same. Furthermore, until the date the transactions contemplated by this Agreement are first publicly announced by the Company as described in Section 4.1, the Purchaser and its Affiliates will not directly or indirectly sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to shares of Common Stock, except in compliance with all relevant securities laws and regulations.

     Notwithstanding the foregoing, the Purchaser makes no representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced by the Company as described in Section 4.1. Notwithstanding the foregoing, in the case of a Purchaser and/or its Affiliates that is, individually or collectively, a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s or Affiliates assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s or Affiliates assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the

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portfolio managers that have knowledge about the financing transaction contemplated by this Agreement. Each Purchaser agrees that it will not use any of the Shares acquired pursuant to this Agreement to cover any short position in the Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

     4.7 Filing of Prospectus Supplement. The Company shall prepare the Prospectus Supplement in a form approved by RBC (which approval may not be unreasonably withheld) and file such Prospectus Supplement pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second Business Day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by the Rules. The Company shall not file any amendment of the Registration Statement or the Prospectus Supplement relating to the transactions contemplated by this Agreement unless the Company has furnished RBC a copy for its review prior to filing and shall not file any such proposed amendment or supplement to which RBC reasonably objects. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.

     4.8 Blue Sky Filings. The Company shall make all filings and reports, if any, relating to the offer and sale of the Shares required under applicable securities or blue sky laws of the states of the United States following the Closing.

ARTICLE V.
MISCELLANEOUS

     5.1 Fees and Expenses. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all stamp and other taxes and duties levied in connection with the sale of the Shares.

     5.2 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into the Transaction Documents, exhibits and schedules.

     5.3 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of

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transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) in all other cases, upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

     5.4 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

     5.5 Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

     5.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (except that no such prior written consent will be required in connection with the sale of all or substantially all of the business, assets or properties of the Company by means of an asset purchase, merger, consolidation or otherwise). The Purchaser may assign any or all of its rights under this Agreement to any Affiliate of the Purchaser to whom the Purchaser assigns or transfers any Shares, provided such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions hereof that apply to the Purchaser.

     5.7 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

     5.8 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via

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registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

     5.9 Survival. The representations, warranties, covenants and agreements contained herein shall survive until one year following the Closing and delivery of the Shares.

     5.10 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

     5.11 Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

     5.12 Replacement of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity or bond, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares.

     5.13 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

     5.14 Independent Nature of Purchaser’s Obligations and Rights. The obligations of the Purchaser under the Transaction Documents or any similar transaction document are several and not joint with the obligations of any other purchaser of the Common Stock on the Closing Date, and no such purchaser shall be responsible in any way for the performance of the obligations of any other purchaser under these Transaction Documents or any similar transaction document.

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Nothing contained herein or in any Transaction Document or in any other document executed in connection with the sale of the Common Stock on the Closing Date, and no action taken by the Purchaser pursuant hereto or any other purchase pursuant thereto, shall be deemed to constitute the purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents or any other document executed in connection with the sale of the Company’s Common Stock on the Closing Date. The Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other purchaser to be joined as an additional party in any proceeding for such purpose. The Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company represents that it has provided all purchasers of the Common Stock on the Closing Date with the same terms for the purchase of the Common Stock and substantially similar forms of transaction documents and that the Company has elected to do so for the convenience of the Company and not because it was required or requested to do so by such purchasers.

     5.15 Acknowledgment Regarding RBC. The Purchaser acknowledges that RBC is acting as a placement agent for the Shares being offered hereby and will be compensated by the Company for acting in such capacity. The Purchaser further acknowledges that RBC has acted solely as agent of the Company in connection with the offering of the Shares by the Company. The Purchaser further acknowledges that the provisions of Sections 2.3(b)(vi), 3.2(b) and this 5.15 are for the benefit of and may be enforced by RBC.

[Signature Pages Follows]

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Company : CARRIZO OIL & GAS, INC.		Address for Notice:
By:
	Name:	1000 Louisiana Street, Suite 1500
	Title:	Houston, Texas 77002
		Attn: S.P. Johnson, IV, President and
		Chief Executive officer
		Fax: (713) 328-1035

With a copy to (which shall not constitute notice):

Baker Botts L.L.P.
One Shell Plaza
910 Louisiana Street
Houston, Texas 77002
Attn: Gene J. Oshman
Fax: 713-229-7778

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOR PURCHASER FOLLOWS]

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[PURCHASER SIGNATURE PAGES TO CARRIZO SECURITIES PURCHASE
AGREEMENT]

     IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchasing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Email Address of Authorized Entity:
Fax:

Address for Notice of Purchasing Entity:

DWAC Instructions for Common Stock:

Subscription Amount: $

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EX-99.1

Exhibit 99.1

                                        CARRIZO OIL & GAS, INC. News

PRESS RELEASE	Contact:	Carrizo Oil & Gas, Inc.
		B. Allen Connell, Director of Investor Relations
		Paul F. Boling, Chief Financial Officer
		(713) 328-1000

CARRIZO OIL & GAS, INC. PRICES REGISTERED DIRECT OFFERING OF 1.8 MILLION SHARES OF COMMON STOCK

HOUSTON, September 12, 2007 — Carrizo Oil & Gas, Inc. (Nasdaq: CRZO) today reported that it has received commitments to purchase 1.8 million shares of its common stock (or approximately 6.8% of the fully diluted shares outstanding) from certain qualified investors in a registered direct offering at a price of $41.40 per share. The shares are being offered through a prospectus supplement to the Company’s effective shelf registration statement. The net proceeds to Carrizo from the offering, after placement agents’ commissions and reimbursed expenses, will be approximately $72.1 million. Carrizo intends to use substantially all of the net proceeds to fund in part its capital expenditure program, including its drilling and leasing programs in the Barnett Shale, appraisal well drilling in the North Sea and for other corporate purposes. Pending those uses, Carrizo intends to use a portion of the net proceeds to repay the $50 million outstanding borrowings under its revolving credit facility.

RBC Capital Markets acted as lead placement agent for the offering. The other placement agents in this offering were comprised of Capital One Southcoast, Inc., Johnson Rice & Company L.L.C., BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Pritchard Capital Partners LLC, Tudor, Pickering & Co. Securities, Inc., Howard Weil Incorporated, Coker & Palmer, Phillips & Mullen, Inc., SunTrust Robinson Humphrey, Inc., FIG Partners, LLC, and Natixis Bleichroeder Inc. A copy of the final prospectus supplement and accompanying base prospectus relating to the offering can be obtained from RBC Capital Markets at 165 Broadway, New York, NY 10006.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the common stock described in this press release, nor shall there be any sale of the common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction. The offer is being made only through the prospectus as supplemented, which is part of a shelf registration statement that became effective on April 23, 2007.

Carrizo Oil & Gas, Inc. is a Houston-based energy company actively engaged in the exploration, development, exploitation and production of oil and natural gas primarily in proven onshore trends along the Texas and Louisiana Gulf Coast regions and the Barnett Shale area in North Texas. Carrizo controls significant prospective acreage blocks and utilizes advanced 3-D seismic techniques to identify potential oil and gas reserves and drilling opportunities.

Statements in this news release, including but not limited to the amount of and use of proceeds from the offering and the closing of the offering and other statements that are not historical facts are forward looking statements that are based on current expectations. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct. Important factors that could cause actual results to differ materially from those in the forward looking statements include satisfaction of closing conditions to the offering and completion of the closing of the offering, the results and dependence on exploratory drilling activities, results of any drilling operations, operating risks, oil and gas price levels, and other risks described in the Company’s Form 10-K for the year ended December 31, 2006 and its other filings with the Securities and Exchange Commission.