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): March 3, 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 5.02      Election of Directors.

               (d) On March 3, 2005,  the Board of  Directors  of Carrizo  Oil &
Gas,  Inc.  (the  "Company")  appointed  Thomas L.  Carter,  Jr. to the Board of
Directors of the Company and the  Nominating  Committee  thereof.  Mr. Carter is
President and Chief Executive Officer of Black Stone Minerals  Company,  L.P., a
privately-owned  Delaware  limited  partnership  located in Houston,  Texas. Mr.
Carter has also served as Managing General Partner of Black Stone Energy Company
from 1980 to the present.  Prior to the  formation of Black  Stone,  Mr.  Carter
served as Managing  General  Partner of W.T.  Carter & Bros.  from 1987  through
1992.  From 1975 to 1979,  Mr.  Carter was with Texas  Commerce Bank in Houston,
Texas.  Mr. Carter holds an M.B.A.  and B.B.A.  from the  University of Texas at
Austin.

               The Board of Directors of the Company  determined that Mr. Carter
is an "independent  director," as defined in the Marketplace Rules of the Nasdaq
Stock Market, Inc. In making this determination,  the Board of Directors and its
Audit Committee reviewed Mr. Carter's existing relationship with the Company.

               Mr.  Carter and his immediate  family  members  collectively  own
interests directly and indirectly through entities,  which are royalty owners in
the Company's  Louisiana  Delta Farms #1,  Louisiana Delta Farms #2 and King Gas
#1.  Mr.  Carter  also  serves  as an  executive  officer,  general  partner  or
controlling  shareholder of these  entities (the "Black Stone  Entities") and in
some cases he and his family hold substantial  interests in these entities.  The
Black Stone Entities  acquired the royalty  interests from a third party in June
2004.  The Company  estimates  that,  during 2004,  (i) the Black Stone Entities
collectively  earned  approximately  $444,770  from  working  interests in which
Carrizo is a partial owner,  (ii)  approximately  $24,000 of the amount received
from these working interests was attributable to the ownership of Mr. Carter and
his immediate  family,  and (iii) Mr.  Carter's  family members  received $2,063
directly from these working  interests.  These amounts  reflect  production from
Carrizo  wells for only the  trailing  seven  months of 2004 and are expected to
increase for a full year of  production  in 2005.  In addition,  the Black Stone
Entities own royalty  interests in the undeveloped  Lazarus and Twins Prospects,
which the Company may develop in the future.

               The Board of  Directors  determined  that Mr.  Carter's  existing
relationship  with the Company and his interest in the Black Stone Entities does
not  currently  and will not in the  future be deemed  to create a  conflict  of
interest under the Code of Ethics and is in compliance  with the Code of Ethics.
The Board of  Directors  determined  that Mr.  Carter  would  recuse  himself on
matters  relating  to  the  Delta  Farms  Wells  and  Lazarus  Prospects  as  an
appropriate and  preventative  action to eliminate  future conflicts of interest
relating to Mr. Carter's interest in the Black Stone Entities.

Item 5.05      Amendments  to the  Registrant's  Code of  Ethics,  or
Waiver of a Provision of the Code of Ethics.




               The  information  provided under Item 5.02 of this Current Report
is incorporated into this Item 5.05 by reference.





                                   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.


                                      CARRIZO OIL & GAS, INC.




                                      By: /s/ Paul F. Boling
                                          ------------------
                                      Name:  Paul F. Boling
                                      Title: Vice President and
                                             Chief Financial Officer

Date:  March 8, 2005