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 23, 2004

                             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)

              14701 St. Mary's Lane
                  Suite 800
                Houston, Texas                             77079
             (Address of principal                      (Zip code)
               executive offices)



       Registrant's telephone number, including area code: (281) 496-1352

                                 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 4.01.     Changes in Registrant's Certifying Accountant.

               On September 23, 2004,  Carrizo Oil & Gas,  Inc. (the  "Company")
retained the services of Pannell Kerr Forster of Texas,  P.C. ("PKF") as its new
independent  registered public accounting firm. The audit committee of the board
of directors of the Company approved PKF's engagement.

               During the fiscal years ended  December 31, 2002 and December 31,
2003 and the subsequent  interim period prior to PKF's  engagement,  neither the
Company  nor  someone on its behalf has  consulted  with PKF  regarding  (1) the
application  of  accounting  principles  to  a  specified  transaction,   either
completed  or proposed,  or the type of audit  opinion that might be rendered on
the  Company's  financial  statements;  or  (2) any  matter  that was either the
subject of a disagreement as described in Item  304(a)(1)(iv)  of Regulation S-K
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act"),  or a
"reportable  event"  described in Item  304(a)(1)(v) of Regulation S-K under the
Securities Act.




                                   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:  September 24, 2004