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): June 7, 2005

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

        Texas                      000-29187-87               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 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

               On June 13, 2005,  Carrizo Oil & Gas,  Inc., a Texas  corporation
(the "Company" or "we") sold an aggregate of 1.2 million shares of the Company's
common  stock,  par value $0.01 per share  ("Common  Stock"),  to  institutional
investors  (the  "Investors")  at a price  of  $15.25  per  share  in a  private
placement (the "Private Placement").  The number of shares sold is approximately
5% of the fully diluted shares outstanding before the offering. The net proceeds
of the Private  Placement,  after  deducting  placement  agents' fees but before
paying  offering  expenses,  are expected to be  approximately  $17,385,000.  We
intend  to use the  proceeds  from  the  Private  Placement  to fund in part our
capital  expenditure  program for 2005,  including our drilling  programs in the
Barnett Shale and onshore Gulf Coast areas, and for other corporate purposes.

               In  connection  with the  Private  Placement,  we entered  into a
Placement Agent Agreement (the "Placement  Agent  Agreement") with a third party
(the  "Placement  Agent"),  pursuant to which the Company  engaged the Placement
Agent as its managing placement agent in the Private Placement. In consideration
of the Placement  Agent's  services  under the Placement  Agent  Agreement,  the
Placement Agent is entitled to a fee equal to five percent of the gross proceeds
of the Private  Placement and  reimbursement of up to $50,000 of its expenses in
connection with the Private Placement. In certain situations, we are required to
indemnify  the  Placement  Agent,  including  without  limitation,  for  certain
liabilities under the Securities Act of 1933, as amended (the "Securities Act").

               Also in  connection  with  the  Private  Placement,  the  Company
entered into Subscription and Registration  Rights Agreements (the "Subscription
and Registration  Rights  Agreements") with the Investors.  The Subscription and
Registration  Rights Agreements provide  registration rights with respect to the
shares purchased in the Private  Placement.  We are generally required to file a
resale shelf registration  statement to register the resale of such shares under
the  Securities Act within 30 days of the closing of the Private  Placement.  We
are  subject  to  certain  covenants  under  the terms of the  Subscription  and
Registration  Rights Agreement,  including the requirement that the registration
statement  be kept  effective  for resale of shares  for two  years.  In certain
situations,  we are  required to  indemnify  the  Investors,  including  without
limitation, for certain liabilities under the Securities Act.

ITEM 3.02         UNREGISTERED SALES OF EQUITY SECURITIES.

               As described under Item 1.01 above, on June 13, 2005, pursuant to
the Subscription and Registration Rights Agreements,  we issued to the Investors
an aggregate  of 1.2 million  shares of Common  Stock.  In issuing the shares of
Common Stock, the Company relied on the exemption from registration  provided by
Section  4(2) of the  Securities  Act for  transactions  not  involving a public
offering.

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               Any securities described in this report that have been offered or
are to be offered have not been registered  under the Securities Act and may not
be offered or sold in the United  States  absent  registration  or an applicable
exemption from registration requirements.

ITEM 7.01         REGULATION FD DISCLOSURE.

               In April  2005,  we  acquired  assets  in the  Barnett  Shale for
approximately $4.1 million.  This acquisition consisted of approximately 600 net
acres  and  working  interests  in 14  existing  gross  wells  (7.3 net) with an
estimated 5.4 Bcfe of proved reserves, based upon our internal estimates. All of
the interests in the wells acquired  related to wells in which we already had an
interest.  The consideration  paid for this acquisition was  approximately  $2.3
million in cash and 112,697 shares of Common Stock.

               On or about April 30, 2005, two of our top producing  wells,  the
Delta  Farms #1 and the Beach House #1,  were shut in for  workovers.  The Beach
House #1, which averages  approximately 2.0 MMcfe/d net to us, is currently shut
in while we  complete a workover  and gravel  pack.  The Delta  Farms #1,  which
averages approximately 2.0 MMcfe/d net to us, is also shut in while we perform a
squeeze  cement job to eliminate  water  channeling  behind the casing.  Both of
these workovers could be completed and back on production by mid-June,  although
there can be no assurance as to the timing and results of the  workovers.  While
there can be no assurance at this time, we believe  wellbore  problems to be the
cause for the production  disruptions on both wells,  and,  accordingly,  expect
that we will  successfully  re-establish  production  at the pre-shut in levels.
Based upon the projected  time period these wells are to be shut in, we estimate
that the  impact  from  these  workovers  on our second  quarter  average  daily
production will be a reduction of approximately  2.0 MMcfe/d.  There is always a
risk that these workovers may be  unsuccessful.  In that event, we could lose up
to an estimated 1.4 Bcfe and 0.1 Bcfe of reserves  currently booked on the Delta
Farms #1  (current  pay zone) and the Beach  House #1,  respectively.  The Delta
Farms #1 has another proven zone up the hole;  accordingly,  we would recomplete
the well in the second zone should the aforementioned workover be unsuccessful.

               As a result of natural  declines and delays in tying new wells on
line  (including  an  estimated  7 MMcfe/d of  production  from  wells  awaiting
completion  and/or  pipeline  hookup),  as well as the shut-in  wells  described
above, we expect that second quarter production will be in the range of 23 to 24
MMcfe/d as compared to our first quarter 2005  production and our second quarter
2004 production of 26.2 and 21.6 MMcfe/d, respectively.

               In  connection  with  our  revolving  credit  facility,   we  are
presently  completing a scheduled May 2005 borrowing base  redetermination  with
our  lenders.  We do not  expect  the  borrowing  base  redetermination  will be
completed  by the  lenders  until  late  June.  We do not yet know  whether  our
borrowing base will be materially reduced by the  aforementioned  disruptions in
production on the Delta Farms #1 and Beach House #1 wells.



                                       3


               We expect to seek to refinance our existing debt, currently $77.5
million  outstanding  as of May 31, 2005.  This  refinancing  could  replace our
current debt  structure  with a smaller  ($10 million to $20 million)  revolving
credit  facility  and a second lien term loan  facility of up to $125 million in
lieu of our senior  subordinated  secured notes and senior  subordinated  notes.
There can be no  assurance as to the terms or amount of any  refinanced  debt or
that any debt  refinancing will take place. In the event that we do not complete
the debt  refinancing  described above or the  refinancing is delayed,  we would
expect to seek to effect other debt and/or equity financings.

               Through our wholly owned subsidiary, CCBM, Inc. ("CCBM"), we have
a minority  ownership  interest in Pinnacle Gas  Resources,  Inc.  ("Pinnacle"),
which  explores for coalbed  methane  reserves in Montana and Wyoming.  In March
2005,  Pinnacle entered into a purchase and sale agreement to acquire additional
undeveloped  acreage,  which would also  significantly  increase its development
program budget in 2005. CCBM and the other Pinnacle  shareholders were given the
option to participate in the equity contribution into Pinnacle needed to finance
this  acquisition  and its development  program in 2005.  Should we maintain our
proportionate  ownership  interest  in  Pinnacle on a fully  diluted  basis,  we
estimate that we would be required to contribute  approximately  $3.2 million in
the near term and, if  requested  by  Pinnacle's  Board of  Directors,  up to an
additional $3.2 million by December 31, 2006. If CCBM does not contribute any or
all of its share of the equity  contribution,  its fully  diluted  ownership  in
Pinnacle would be reduced.  In May 2005, CCBM initially  subscribed,  subject to
certain conditions, to purchase additional Pinnacle capital stock valued at $3.0
million,  its approximate  share of the first  installment of the equity capital
needed to fund the acquisition and part of the additional  development  program.
However,  subject to approval from our board of directors and from Pinnacle,  we
expect that CCBM will now elect not to participate in the equity contribution in
Pinnacle.  There can be no assurance  regarding CCBM's level of participation in
future equity contributions to Pinnacle, if any.

- -------------------------------

               Certain  statements  in this Current  Report,  including  without
limitation  those relating to the use of the proceeds of the Private  Placement,
the timing  and  success  of  workovers,  the  borrowing  base  redetermination,
refinancing our debt, future  financings,  the equity  contribution in Pinnacle,
our second  quarter  production  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 our results of operations,
market  conditions,  the success of debt refinancing,  actions by Pinnacle,  the
effect and success of workovers and other risks  described in the Company's Form
10-K  for the year  ended  December  31,  2004 and its  other  filings  with the
Securities and Exchange Commission.




                                       4


                                   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:  June 13, 2005