Filed pursuant to Rule 424(b)(3)
                                                     Registration No. 333-111475

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 5, 2004)


                                5,700,000 Shares
                             CARRIZO OIL & GAS, INC.
                                  Common Stock
                                 $7.00 per share

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

         This prospectus supplement supplements the prospectus dated February 5,
2004 of Carrizo Oil & Gas, Inc., relating to the sale by us and certain selling
shareholders named in the prospectus of shares of our common stock. You should
read this prospectus supplement in conjunction with the prospectus. This
prospectus supplement is qualified in its entirety by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supersedes the information in the prospectus.

RECENT DEVELOPMENTS

         2003 Proved Reserves

         On March 2, 2004, we announced that 2003 year-end proved reserves were
a record 70.4 Bcfe based on reports from our third-party reserve engineers. This
is an increase of 11% over our year-end 2002 proved reserves of 63.2 Bcfe.
Proved developed reserves at year-end 2003 increased 20.2% versus year-end 2002
to 25.5 Bcfe and proved undeveloped reserves increased 6.8% to 44.9 Bcfe. These
additions resulted in our replacing 196% of 2003 production.

         Barnett Shale Acquisition

         On March 3, 2004, we announced the $8.2 million purchase of wells and
leases in the Barnett Shale trend in Denton County, Texas from a private
company. These non-operated properties have an average 39 percent working
interest. The acquisition includes 21 existing gross wells (6.7 net) and
interests in approximately 1,500 net acres, which we expect to provide another
twenty-seven gross drillsites. Current net production from the acquired
properties is approximately 1.4 MMcfe/d and net proved reserves are internally
estimated at 9.7 Bcfe.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

         THIS PROSPECTUS SUPPLEMENT IS PART OF THE PROSPECTUS AND MUST ACCOMPANY
THE PROSPECTUS TO SATISFY PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES
ACT OF 1933, AS AMENDED.




            The date of this prospectus supplement is March 4, 2004.