Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MARTIN BRYAN
   2. Issuer Name and Ticker or Trading Symbol
CARRIZO OIL & GAS INC [CRZO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O JP MORGAN PARTNERS, 1221 AVENUE OF THE AMERICAS 40TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
01/03/2005
(Street)

NEW YORK, NY 10020		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/03/2005   S   5,000 D $ 10.52 1,264,009 I See footnote (1)
Common Stock 01/03/2005   S   3,300 D $ 10.51 1,260,709 I See footnote (1)
Common Stock 01/03/2005   S   1,100 D $ 10.52 1,259,609 I See footnote (1)
Common Stock 01/03/2005   S   3,500 D $ 10.53 1,256,109 I See footnote (1)
Common Stock 01/03/2005   S   1,200 D $ 10.54 1,254,909 I See footnote (1)
Common Stock 01/03/2005   S   900 D $ 10.55 1,254,009 I See footnote (1)
Common Stock 01/03/2005   S   4,400 D $ 10.56 1,249,609 I See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock options (right to purchase) $ 5.36             03/27/2003 03/27/2012 Common Stock 10,000   10,000 D (2)  
Stock options (right to purchase) $ 4.78             05/22/2003 05/22/2012 Common Stock 2,500   2,500 D (3)  
Stock options (right to purchase) $ 5.75             05/27/2004 05/26/2013 Common Stock 2,500   2,500 D (4)  
Stock options (right to purchase) $ 9.215             06/09/2005 06/18/2014 Common Stock 3,500   3,500 D (5)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARTIN BRYAN
C/O JP MORGAN PARTNERS
1221 AVENUE OF THE AMERICAS 40TH FLOOR
NEW YORK, NY 10020		   X      

Signatures

 /s/ Bryan Martin   01/05/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The amounts shown represent the beneficial ownership of the Issuer's securities by J.P. Morgan Partners (23A SBIC), L.P. ("JPM 23A SBIC"), a portion of which may be deemed attributable to the reporting person because the reporting person is a Principal of J.P. Morgan Partners, LLC, the investment advisor to JPM 23A SBIC and a limited partner of JPMP Master Fund Manager, L.P. ("MF Manager"), a limited partner of JPM 23A SBIC. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the reporting person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPM 23A SBIC and within MF Manager. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein. The Reporting Person ceased to be a director of the Issuer on December 6, 2004.
(2) These stock options were granted to the reporting person as Director's compensation; the reporting person is obligated to transfer any shares issued under the stock options to JPM 23A SBIC. These options became exercisable in three annual installments commencing March 27, 2003.
(3) These stock options were granted to the reporting person as Director's compensation; the reporting person is obligated to transfer any shares issued under the stock options to JPM 23A SBIC. These options became exercisable in three annual installments commencing May 22, 2003.
(4) These stock options were granted to the reporting person as Director's compensation; the reporting person is obligated to transfer any shares issued under the stock options to JPM 23A SBIC. These options became exercisable in three annual installments commencing May 27, 2004.
(5) These stock options were granted to the reporting person as Director's compensation; the reporting person is obligated to transfer any shares issued under the stock options to JPM 23A SBIC. These options become exercisable in three annual installments commencing June 9, 2005.

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