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): January 7, 2005

                             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)


           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


                                       N/A
         (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:

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

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

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

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






Item 3.02    Unregistered Sales of Equity Securities.

             On January  7,  2005,  JMG Triton  Offshore  Ltd.  and JMG  Capital
Partners,  L.P.  (collectively,  "JMG")  exercised in full their  warrants  (the
"Warrants")  to purchase an aggregate  of 250,000  shares of common  stock,  par
value  $0.01 per  share  ("Common  Stock"),  of  Carrizo  Oil & Gas,  Inc.  (the
"Company") at a price of $4.00 per share.  JMG paid an aggregate  exercise price
of $1 million to the Company in connection with the exercise of the Warrants and
the issuance of the 250,000 shares of Common Stock.  The Warrants were initially
issued by the  Company in January  1998 and were  amended in December  1999.  In
issuing the shares of Common Stock  underlying the Warrants,  the Company relied
on the exemption  from  registration  provided by Section 4(2) of the Securities
Act of 1933, as amended, for transactions not involving a public offering.




                                   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 11, 2005