8-K

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):  September 3, 2013

CARRIZO OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

Texas	000-29187-87	76-0415919
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

500 Dallas Street Suite 2300 Houston, Texas	77002
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (713) 328-1000

Not applicable

(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 September 3, 2013, Carrizo Oil & Gas, Inc. (the “Company”), along with certain of its wholly-owned subsidiaries, entered into a definitive agreement to sell substantially all of its remaining Barnett Shale assets to affiliates of EnerVest, Ltd. for approximately $218.0 million in cash and the assumption of certain liabilities and contractual commitments. The Company intends to use the net proceeds from this sale to repay borrowings under its revolving credit facility as well as to fund a portion of the remainder of its 2013 capital expenditures program, largely in the Eagle Ford Shale.

The definitive agreement contains customary representations and warranties, including, ownership of the assets, compliance with laws, including environmental laws, and payment of taxes, and indemnification provisions under which the parties thereto have agreed to indemnify each other against certain liabilities. During the period following signing of the definitive agreement until the closing, the Company has agreed to operate the assets being purchased according to the guidelines in the definitive agreement.

The sale will have purchase price adjustments to take into account an effective date of July 1, 2013 and other customary adjustments, and is expected to close in late October, subject to customary closing conditions. There can be no assurance as to such timing or that all of the conditions to closing the sale will be satisfied.

Item 7.01        Regulation FD Disclosure.

On September 4, 2013, the Company issued a press release announcing that it had entered into definitive agreements to sell substantially all of its remaining Barnett Shale assets, as well as all of its interest in the Camp Hill Field in East Texas and certain undeveloped acreage in the Marcellus Shale. for total consideration of approximately $268.0 million, including aggregate cash proceeds of approximately $250.4 million, subject to customary closing conditions and purchase price adjustments, and the assumption by the buyers of certain liabilities and contractual commitments. The Company intends to use the net proceeds from these sale transactions to repay borrowings under its revolving credit facility as well as to fund a portion of the remainder of its 2013 capital expenditures program, largely in the Eagle Ford Shale.

Each definitive agreement contains customary representations and warranties, including, ownership of the assets, compliance with laws, including environmental laws, and payment of taxes, and indemnification provisions under which the parties thereto have agreed to indemnify each other against certain liabilities. During the period following signing of the respective definitive agreement until the closing, the Company has agreed to operate the assets being purchased according to the guidelines in such definitive agreement.

None of the information furnished in this Item 7.01 will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be incorporated by reference into any registration statement filed by the Company 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 the Company, that the information in this report and the accompanying exhibits is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Statements in this report that are not historical facts, including but not limited to those related to the proposed sales (including timing, purchase price and effects thereof), use of proceeds, development plans, growth, oil and gas sales, the Company's or management's intentions, beliefs, expectations, hopes, projections, assessment of risks, estimations, plans or predictions for the future, results of the Company's strategies and other statements that are not historical facts are forward-looking statements that are based on current expectations. Although Carrizo 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 purchase price adjustments, failure of closing conditions, actions by the purchaser, actions by banks, results of wells and production testing, performance of rig operators and gathering systems, actions by governmental authorities, joint venture partners, industry partners, lenders and other third parties, market and other conditions, availability of well connects, capital needs and uses, commodity price changes, effects of the global economy on exploration activity, results of and dependence on exploratory drilling activities, operating risks, right-of-way and other land issues, availability of capital and equipment, weather, and other risks described in Carrizo's Form 10-K for the year ended December 31, 2012 and its other filings with the Securities and Exchange Commission.

Item 9.01        Financial Statements and Exhibits.

 (d)           Exhibits.

Exhibit Number	Description
99.1	Press release dated September 4, 2013.

1

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:	Chief Financial Officer, Vice President, Secretary and Treasurer

Date:  September 4, 2013

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated September 4, 2013.

3

EX-99.1

Exhibit 99.1

CARRIZO OIL & GAS, INC.                         News

______________________________________________________________________________

PRESS RELEASE    Contact:    Jeffrey P. Hayden, CFA, VP - Investor Relations

(713) 328-1044

Paul F. Boling, Chief Financial Officer

    (713) 328-1000

CARRIZO OIL & GAS ANNOUNCES NON-CORE ASSET SALES AND PARTICIPATION IN UPCOMING CONFERENCES

HOUSTON, September 4, 2013 - Carrizo Oil & Gas, Inc. (Nasdaq: CRZO) today announced the sale of its remaining Barnett Shale properties as well as other non-core assets in East Texas and the Marcellus Shale. The company also announced plans to participate in upcoming conferences.

Overview of Transactions

Carrizo has agreed to sell certain non-core assets, including substantially all of its remaining Barnett Shale assets, as well as all of its interest in the Camp Hill Field in East Texas and certain undeveloped acreage in the Marcellus Shale, for total consideration of approximately $268 million, including aggregate cash proceeds of approximately $250.4 million, subject to customary closing conditions and purchase price adjustments, and the assumption by the buyers of certain liabilitiesand contractual commitments. The Company intends to use the net proceeds from these sale transactions to repay borrowings under its revolving credit facility as well as to fund a portion of the remainder of its 2013 capital expenditures program, largely in the Eagle Ford Shale.

The Barnett Shale divestiture includes approximately 9,000 net acres primarily in Southeast Tarrant County with year-end 2012 proved reserves of 303.5 Bcf. Current net production from the assets is approximately 44 MMcf/d. Closing of the transaction is expected by late October, with an effective date of July 1, 2013. Evercore Partners acted as the Company’s financial advisor for the sale of the Barnett Shale assets and Baker Botts LLP acted as outside legal counsel. The Camp Hill divestiture includes year-end 2012 proved reserves of approximately 1.0 MMBbl and current net production of about 160 Bbl/d of oil. It also has an effective date of July 1, 2013 and is expected to close shortly. The Marcellus Shale divestiture primarily includes 2,850 net undeveloped acres in non-core areas of the play and is expected to close in the fourth quarter.

S.P. "Chip" Johnson, IV, Carrizo's President and CEO, commented, "This is a bittersweet day for Carrizo as the Barnett Shale started the company’s transformation into an unconventional resource player back in 2003. While we’ve had a great run in the play, and worked with some great partners, we believe the sale of these assets is a natural step in our continued shift towards premier oil and liquids-rich plays. The cash proceeds from the divestitures will also further improve our balance sheet metrics and should more than cover our remaining spending gap for the year. This puts us in a strong position to continue our Eagle Ford Shale and Niobrara developments, as well as ramp up our Utica Shale activity in 2014."

Upcoming Conference Schedule

Carrizo’s management is scheduled to present at the following upcoming conferences. The slide books used during the presentations will be posted to the Carrizo website coincident with Carrizo’s conference presentation.

4^th Annual Credit Suisse Small & Mid Cap Conference

Wednesday, September 18, 2013

New York, NY

Imperial Capital 7^th Annual Global Opportunities Conference

Thursday, September 19, 2013 at 8:00 am EDT

New York, NY

The audio webcast can be accessed by visiting the Carrizo website at http://www.crzo.net/, clicking on “Investor Relations” and then on “Imperial Capital 2013 Conference.”

Carrizo Oil & Gas, Inc. is a Houston-based energy company actively engaged in the exploration, development, and production of oil and gas from resource plays located in the United States. Our current operations are principally focused in proven, producing oil and gas shales primarily in the Eagle Ford Shale in South Texas, the Niobrara Formation in Colorado, the Marcellus Shale in Pennsylvania, the Barnett Shale in North Texas, and the Utica Shale in Ohio.

Statements in this news release that are not historical facts, including but not limited to those related to the proposed sale transactions (including timing, purchase price and effects thereof), use of proceeds, oil and gas sales, estimated values and liabilities, outlook, guidance, growth, targets, timing, rates and levels of production, production mix (including estimates of any historical information that has not yet been factually verified), capital requirements, spending plans, the amount, timing, nature and geographical location of drilling and completion, land acquisition, seismic and other expenditures, the location and timing of drilling activity within the Company’s various areas of operation, the Company's or management's intentions, beliefs, expectations, hopes, projections, assessment of risks, estimations, plans or predictions for the future, results of the Company's strategies, timing of completion and drilling of wells, and other statements that are not historical facts (or are estimates of historical information that have not yet been factually verified) are forward-looking statements that are based on current expectations. Although Carrizo 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 actions by governmental authorities, joint venture partners, industry partners, lenders and other third parties, failure of closing conditions to occur, actions by purchasers, title, environmental and other issues affecting proceeds and indemnities, market and other conditions, capital needs and uses, commodity price changes, effects of the global economy on exploration activity, results of and dependence on exploratory drilling activities, operating risks, right-of-way and other land issues, availability of capital and equipment, weather, and other risks described in Carrizo's Form 10-K for the year ended December 31, 2012 and its other filings with the Securities and Exchange Commission.Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking statement.