8-K

                       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):  January 16, 2004

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


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


                      14701 St. Mary's Lane
                            Suite 800
                          Houston, Texas                      77079
             (Address of principal executive offices)      (Zip code)




       Registrant's telephone number, including area code: (281) 496-1352





Item 12.          Results of Operations and Financial Condition.

                  The press release dated January 16, 2004 attached hereto as
Exhibit 99.1 announces production, prices and other operational results of
Carrizo Oil & Gas, Inc. (the "Company") for the fourth quarter and year-end
2003. Similar information was included in Amendment No. 2 to the Registration
Statement on Form S-2 (Registration No. 333-111475) filed by the Company
relating to its proposed offering of common stock.

                  None of the information furnished in Item 12 and the
accompanying exhibit will be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, nor will it be incorporated by reference into
any registration statement filed by Carrizo Oil & Gas 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 Carrizo Oil & Gas, 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 Carrizo Oil & Gas.



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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:  January 23, 2004



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                                  EXHIBIT INDEX



             The following exhibit is furnished pursuant to Item 12:

99.1 Press release, dated January 16, 2004, announcing operational results for
     fourth quarter and year-end 2003.


                                       4

EX-99.1

PRESS RELEASE       Contact:    Carrizo Oil & Gas, Inc.
                                B. Allen Connell, Director of Investor Relations
                                Paul F. Boling, Chief Financial Officer
                                (281) 496-1352

CARRIZO OIL & GAS, INC. UPDATES FOURTH QUARTER OPERATIONS; ANNUAL PRODUCTION
REACHES RECORD LEVEL

HOUSTON, January 16, 2004 - Carrizo Oil & Gas, Inc. (Nasdaq: CRZO) today
announced the operating results for the fourth quarter of 2003. In the Company's
core areas in the onshore Gulf Coast of Texas and Louisiana, the Company
participated in the drilling of eleven gross exploratory wells, ten of which
were successful. In Carrizo's Barnett Shale Project in the North Texas counties
of Parker, Tarrant and Denton, the Company participated in the drilling of four
gross wells, all of which were successful. Combining the two areas' results
shows Carrizo participating in a total of fifteen wells, fourteen of which were
successful, resulting in a 93.3 percent apparent success rate for the quarter.
For the entire year Carrizo participated in 38 gross wells with 34 successes for
an 89.5 percent success rate.

Production during the fourth quarter of 2003 was estimated at 1.85 Bcfe,
bringing the 2003 production to a record level of 7.46 Bcfe, 3.5 percent higher
than 2002. Fourth quarter 2003 production was 7.0 percent below third quarter
2003 production. The Company estimates that fourth quarter 2003 sales prices,
including the effect of hedging activities, averaged approximately $4.78 per Mcf
and $29.61 per barrel. The natural gas sales price was not affected by hedging.
The oil sales price was negatively affected $0.52 per barrel by hedging
activities. Approximately 72 percent of fourth quarter production was natural
gas, with 64 percent of total 2003 production being natural gas.

Operating highlights during the fourth quarter of 2003 included the following:

o        The Shady Side #1 well in St. Mary Parish, Louisiana was drilled to
         18,000 feet and logged 77 feet of apparent net pay. The well was
         perforated and tested 11.2 MMcfe/d from eight feet of perforations.
         Facilities and pipeline connections are being installed. When
         completed, additional perforations will be added and a full flow test
         will be conducted. First production is scheduled to start in
         approximately four weeks. Carrizo is the operator of the well and owns
         an approximate 35 percent working interest.

o        The Beachhouse #2, a 12,350 foot follow-up exploratory well in Chambers
         County, Texas reached total depth on December 28, 2003. The well logs
         indicated 41 feet of apparent net pay in the Vicksburg interval.
         Completion operations are underway and it is expected that the well
         will be tested and begin producing to sales in approximately two weeks.
         Carrizo is the operator of the well and owns an approximate 25 percent
         working interest.



o        The LaVerne Pearce #1 well in Carrizo's Titanosaurus Prospect, Goliad
         County, Texas reached total depth on December 2, 2003. The well logs
         indicated 11 feet of apparent net pay. To the point at which completion
         operations began, Carrizo had an approximate 10 percent working
         interest in the well. Upon the beginning of the well completion,
         Carrizo became the operator with an approximate 33 percent working
         interest. Completion operations are still underway, however it is
         expected that the well will not materially increase the Company's total
         proved reserves.

o        Operations were begun in December 2003 to recomplete the Delta Farms #1
         well in LaFourche Parish, Louisiana. The well will be recompleted in
         the upper Cris I sand at approximately 14,200 feet. It is expected that
         the well will be online within two weeks. Carrizo is the operator of
         the well and owns an approximate 40 percent working interest.

Carrizo Oil & Gas, Inc., is a Houston-based energy company engaged in the
exploration, development, exploitation and production of oil and natural gas in
proven onshore trends primarily along the Texas and Louisiana Gulf Coast
regions. 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 those relating to
the results, reserves, testing, sales, potential and other effects of the Shady
Side #1 well, Beachhouse #2, LaVerne Pearce #1 and the Delta Farms #1 wells, the
Company's or management's intentions, beliefs, expectations, hopes, projections,
assessment of risks, estimations, plans or predictions for the future including
potential effects or timing, timing of completion and drilling of wells 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 the results of additional testing of the wells, results of completion
and follow-up operations, the results and dependence on exploratory drilling
activities, operating risks, oil and gas price levels, land issues, availability
of equipment, weather and other risks described in the Company's Form 10-K for
the year ended December 31, 2002 and its other filings with the Securities and
Exchange Commission.