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): April 29, 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 5.   Other Events.

          We are  disclosing  our updated  drilling  schedule for 2004.  We have
budgeted  to drill  approximately  36 gross  wells  (16.2 net) in the Gulf Coast
region and 13 gross  wells (9.4 net) in our East  Texas Area and  Barnett  Shale
trend in 2004.

          We are also disclosing that we have budgeted  capital  expenditures in
2004 of  approximately  $45.0  million,  excluding the recently  announced  $8.2
million  acquisition in the Barnett Shale trend which we expect will be financed
by a mezzanine project facility currently under negotiation.

          The statements contained in this report including, but not limited to,
those relating to our drilling schedule and capital  expenditures for 2004 and a
mezzanine project facility currently under negotiation and other statements that
are not historical facts are forward-looking statements. Such statements involve
risks and  uncertainties,  including,  but not limited to, those relating to our
dependence on our  exploratory  drilling  activities,  the volatility of oil and
natural  gas  prices,  the need to  replace  reserves  depleted  by  production,
operating  risks of oil and natural gas  operations,  our  dependence on our key
personnel,  factors that affect our ability to manage our growth and achieve our
business   strategy,   risks   relating  to  our  limited   operating   history,
technological  changes,  our  significant  capital  requirements,  the potential
impact of government regulations, adverse regulatory determinations, litigation,
competition,  the  uncertainty  of reserve  information  and future net  revenue
estimates,  property acquisition risks, industry partner issues, availability of
equipment, weather and other factors described in our Annual Report on Form 10-K
for the year ended December 31, 2003 and our other filings in the Securities and
Exchange  Commission.  Should  one or  more  of  these  risks  or  uncertainties
materialize,  or should underlying assumptions prove incorrect,  actual outcomes
may vary  materially  from those  indicated.  All  subsequent  written  and oral
forward-looking  statements  attributable  to us or persons acting on our behalf
are  expressly  qualified  in their  entirety  by  reference  to these risks and
uncertainties.   You  should  not  place  undue   reliance  on   forward-looking
statements.  Each  forward-looking  statement  speaks only as of the date of the
particular statement.

Item 12.  Results of Operations and Financial Condition.

          The  following  information  is  furnished  under  Item 12 of Form 8-K
(Results of Operations and Financial Condition).

          Our press release dated April 29, 2004 announcing  production,  prices
and other  operational  results of Carrizo Oil & Gas, Inc. for the first quarter
of 2004,  furnished as Exhibit 99.1 to this report, is incorporated by reference
herein.

          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,  not  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

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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:  April 30, 2004

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                                  EXHIBIT INDEX



             The following exhibit is furnished pursuant to Item 12:



99.1     Press Release, dated April 29, 2004, Announcing Operational Results for
         First Quarter 2004.

                                       5

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.  ANNOUNCES   OPERATING  RESULTS  AND  FIRST  QUARTER
PRODUCTION; RECENT SUCCESSFUL WELL DRILLED IN WEST COFFEE BAY PROSPECT

HOUSTON, April 29, 2004 - Carrizo Oil & Gas, Inc. (Nasdaq: CRZO) today announced
the operating  results for the first quarter of 2004. In the Company's core area
in South Texas and Louisiana,  the Company  participated in the drilling of nine
gross  exploratory  wells,  six of which were  successful.  In the Company's new
Barnett Shale play in North Texas,  the Company  participated in the drilling of
eight gross wells,  all of which were  successful.  Accordingly,  the  Company's
drilling  success  rate was an 82  percent  apparent  success  rate in the first
quarter.  Nine of these successful wells have been completed and five are in the
process of being completed.  Drilling  operations are currently  underway on six
additional  wells in the  Company's  core  area and one  additional  well in the
Barnett Shale play.

Production  during the first  quarter of 2004 was  estimated to be 1.86 Bcfe, or
four percent  below the 1.94 Bcfe of production in the first quarter of 2003 and
unchanged  from the  fourth  quarter of 2003.  Currently,  the  Company's  daily
production is approximately 24 MMcfe/d.

Natural  gas  comprised  approximately  72 percent of total first  quarter  2004
production.  The Company estimates that first quarter 2004 sales prices averaged
approximately  $5.87 per Mcf and $33.33 per  barrel.  These  prices  include the
effects of hedging  activities,  which  resulted in an increase of the  realized
price of natural gas sold by  approximately  $0.15 per Mcf and a decrease in the
price of oil  sold by  approximately  $1.48  per  barrel.  The oil  sales  price
reflects  the  large  volume  of  condensate  production  relative  to total oil
production.

Operating highlights during the first quarter of 2004:

     o    In the West Coffee Bay Prospect in Lafourche  Parish,  Louisiana,  the
          Company  has  successfully  drilled  the  LL&E #1 well and  logged  an
          estimated 40 feet of apparent  net pay in the Coffee Bay sand.  We are
          currently  preparing to deepen the well, into another  objective sand.
          Carrizo is the operator of the well and owns an approximate 47 percent
          working interest.

"The LL&E #1 is already a sizeable  discovery  with more  potential  in the next
objective  sand,"  commented  S.P.  Johnson IV,  Carrizo's  President  and Chief
Executive Officer.  "This discovery is especially significant coming right after
our recent equity offering which allowed us to keep a larger working interest in
the well. We have also begun drilling a 14,000 foot well on our Delilah prospect
in the same Coffee Bay project area in which we will earn a 60 percent working



interest.  We are well on our way to reaching  our  drilling  targets this year,
with six rigs  drilling in our core Gulf Coast area and one rig  drilling in the
Barnett Shale trend."

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,  the potential,  the apparent net pay and other effects of the LL&E
#1 well, the Company's  drilling  targets 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 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, 2003 and its other filings
with the Securities and Exchange Commission.