<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 11, 1998
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 000-22915 76-0415919
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
14811 ST. MARY'S LANE
SUITE 148
HOUSTON, TEXAS 77079
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 496-1352
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 11, 1998, Carrizo Oil & Gas, Inc., a Texas
corporation (the "Company") completed the acquisition (the "Acquisition") of
certain oil and gas producing properties in Wharton County, Texas, along with
certain rights to participate in certain exploration prospects (primarily in the
Wilcox formation) in Wharton County, Texas and associated rights of access to
certain 2-D and 3-D seismic data and related information and certain other
related assets (collectively, the "Assets") from Hall-Houston Oil Company, a
Texas corporation, Hall-Houston 1996 Exploration and Development Facility
Overriding Royalty Trust, a Texas trust, and Hall-Houston Oil Company Employee
Royalty Trust, a Texas trust (collectively, "Hall-Houston"). The Acquisition was
effected pursuant to an Agreement dated November 20, 1998 by and between the
Company and Hall-Houston (the "Agreement")
which is incorporated herein by reference.
The consideration for the Acquisition was $3 million cash,
subject to certain post-closing adjustments as provided in the Agreement
relating to, among other things, oil and gas production from the Assets from an
effective date of October 1, 1998. The $3 million consideration was determined
by negotiations between the Company and Hall-Houston. There was no material
relationship between the Company and Hall-Houston prior to the consummation of
the Acquisition. The source of funds for the Acquisition was the term loan
arrangement entered into between the Company and Compass Bank in September of
1998 (described in the Company's Form 10-Q for the quarterly period ending
September 30, 1998).
The Acquisition is not required to be reported under Item 2 of
Form 8-K because it does not involve an acquisition of a business that is
"significant" as determined under Regulation S-X 11-01(b) by reference to the
most recently completed annual fiscal year for the Company and the Assets. The
Acquisition is being reported because of its significance in relation to the
Company's current fiscal year.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Financial Statement of Oil & Gas Properties of Hall Houston,
et al acquired by Carrizo Oil & Gas, Inc.
Report of Independent Public Accountants 4
Statement of Revenues and Direct Operating Expenses 5
Notes to Financial Statement 6
(b) Pro Forma Financial Information.
Unaudited Pro Forma Financial Statements 10
Unaudited Pro Forma Balance Sheet 11
Unaudited Pro Forma Statement of Operations
For the year ended December 31, 1997 12
Unaudited Pro Forma Statement of Operations
For the nine months ended September 30, 1998 13
Notes to Pro Forma Financial Statements 14
(c) Exhibits.
Page 2
<PAGE> 3
2.1 * Agreement dated November 20, 1998 by and between the Company
and Hall-Houston.
23 Consent of Arthur Andersen, LLP
99.1** Limited Guaranty by Douglas A.P. Hamilton for the benefit of
Compass Bank.
99.2** Notice of Final Agreement with respect to a term loan from
Compass Bank.
99.3** Limited Guaranty by Paul B. Loyd, Jr. for the benefit of
Compass Bank.
99.4** Limited Guaranty by Steven A. Webster for the benefit of
Compass Bank.
99.5** Fourth Agreement to First Amended, Restated, and Combined Loan
Agreement by and between the Company and Compass Bank.
- -----------
* Previously filed.
** Incorporated by reference to the Company's Form 10-Q for the quarterly period
ending September 30, 1998.
Page 3
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Carrizo Oil and Gas Inc.:
We have audited the accompanying Statement of Revenues and Direct Operating
Expenses for the Oil and Gas Properties of Hall-Houston Oil Company, et al
Acquired by Carrizo Oil and Gas Inc. for the year ended December 31, 1997. This
statement is the responsibility of Carrizo Oil and Gas Inc.'s management. Our
responsibility is to express an opinion on this statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement is free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
The accompanying statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission for inclusion in
Form 8K/A of Carrizo Oil and Gas Inc. and is not intended to be a complete
financial presentation of the properties described above (see Note 1).
In our opinion, the statement referred to above presents fairly, in all material
respects, the Revenues and Direct Operating Expenses for the Oil and Gas
Properties of Hall-Houston Oil Company, et al Acquired by Carrizo Oil and Gas
Inc. for the year ended December 31, 1997, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas
February 4, 1999
Page 4
<PAGE> 5
STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES
FOR THE OIL & GAS PROPERTIES OF HALL HOUSTON, ET AL
ACQUIRED BY CARRIZO OIL & GAS, INC.
<TABLE>
<CAPTION>
Nine months ended Year Ended
September 30, 1998 December 31,
(Unaudited) 1997
------------------ ------------
<S> <C> <C>
Revenues:
Oil and condensate $205,624 $ --
Gas 779,460 7,082
-------- -------
985,084 7,082
Direct operating expenses 109,804 2,235
-------- -------
Revenues in excess of direct operating
expenses $875,280 $ 4,847
======== =======
</TABLE>
See accompanying notes.
Page 5
<PAGE> 6
STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES
FOR THE OIL & GAS PROPERTIES OF HALL HOUSTON, ET AL
ACQUIRED BY CARRIZO OIL & GAS, INC.
NOTES TO STATEMENT
1. BASIS OF PRESENTATION
On November 20, 1998, Carrizo Oil & Gas, Inc. (the "Company") signed an
agreement to acquire from Hall-Houston Oil Company, Hall-Houston 1996
Exploration and Development Facility Overriding Royalty Trust, and Hall-Houston
Oil Company Employee Royalty Trust ("Hall-Houston, et al"), effective October 1,
1998, certain oil and gas properties located in Wharton County, Texas (the
"Hall-Houston Properties Acquisition") for approximately $3 million. The
acquisition closed December 11, 1997. Of the properties acquired, only one well
was producing during 1997. The remaining properties were drilled and began
producing during 1998.
The revenues and direct operating expenses associated with the Hall-Houston
Properties Acquisition were derived from Hall-Houston's accounting records.
Revenues and direct operating expenses, as set forth in the accompanying
historical statements, include oil, condensate and gas revenues and associated
direct operating expenses related to the net revenue interest (and acquired
royalty interest, as applicable) and net working interest, respectively, in the
acquired properties. Each owner recognizes revenue and expenses based on its
proportionate share of the related production and costs. The historical
statements include oil, condensate and gas revenues net of royalties and
applicable transportation costs. Expenses include labor, services, repairs and
maintenance, and supplies utilized to operate and maintain the wells and related
equipment as well as severance and ad valorem taxes.
The accompanying historical statements vary from an income statement in that
they do not show certain expenses which were incurred in connection with
ownership of the acquired properties; including general and administrative
expenses and income taxes. These costs were not separately allocated to the
acquired properties in Hall-Houston's accounting records and any pro forma
allocation, if made, using historical general and administrative structures and
tax burdens, would not produce an allocation that would be indicative of the
historical performance of the acquired properties had they been assets of the
Company due to the greatly varying size, structure, operations and accounting of
the two companies. The accompanying historical statements also do not include
provisions for depreciation, depletion and amortization as such amounts would
not be indicative of the costs that would be amortized by the Company upon
allocation of the purchase price.
For similar reasons, the lack of segregated or easily obtainable reliable data
on asset values and related liabilities, a balance sheet is not presented for
the Hall-Houston Properties Acquisition.
Page 6
<PAGE> 7
STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES
FOR THE OIL & GAS PROPERTIES OF HALL HOUSTON, ET AL
ACQUIRED BY CARRIZO OIL & GAS, INC.
NOTES TO STATEMENT
At the end of the economic life of these fields, certain restoration and
abandonment costs will be incurred by the respective owners of these fields. No
accrual for these costs is included in direct operating expenses.
The interim financial data for the nine months ended September 30, 1998 is
unaudited; however, in the opinion of the Company, the interim data includes all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the results for that interim period.
2. SUPPLEMENTARY OIL AND GAS INFORMATION (UNAUDITED)
Oil and gas proved reserves can not be measured exactly. Reserve estimates are
based on many factors related to reservoir performance which require evaluations
by the engineers interpreting the available data, as well as price and other
economic factors. The reliability of these estimates at any point in time
depends on both the quality and quantity of the technical and economic data, the
production performance of the reservoirs, and extensive engineering judgment.
Consequently, reserve estimates are subject to revision as additional data
becomes available during the producing life of a reservoir. When a commercial
reservoir is discovered, proved reserves are initially determined based on
limited data from the first well or wells. Subsequent data may better define the
extent of the reservoir and additional production performance, well tests and
engineering studies will likely improve the reliability of the reserve estimate.
Proved reserves are those quantities which, upon analysis of geological and
engineering data, appear with reasonable certainty to be recoverable in the
future from known oil and gas reservoirs under current prices and costs as of
the date the estimate is made. Proved undeveloped reserves are those reserves
which can be expected to be recovered from new wells on undrilled acreage or
from existing wells where a relatively major expenditure is required. Proved
reserves represent the estimated recoverable volumes after deducting from gross
reserves the portion due land owners or others as royalty or operating
interests.
Estimates of proved reserves include and rely upon a production and development
strategy. The Company's estimates, as determined by in-house reservoir
engineers, are based upon plans developed using current information and reflect
the Company's risk tolerance with respect to developing proved undeveloped
reserves. Such reserves typically involve a higher degree of uncertainty. As a
result, the Company's estimate may not be comparable to other oil and gas
producers. In any case, many factors such as changes in prices or costs or
errors in sound technical judgment made on the best information available may
cause actual production to vary significantly from estimated reserves. Estimates
of proved reserves for prior periods reflect the Company's estimate of proved
reserves as determined retrospectively using current information. Estimated
Page 7
<PAGE> 8
STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES
FOR THE OIL & GAS PROPERTIES OF HALL HOUSTON, ET AL
ACQUIRED BY CARRIZO OIL & GAS, INC.
NOTES TO STATEMENT
quantities of proved oil and gas reserves and of changes in quantities of proved
reserves for each of the periods indicated were as follows:
<TABLE>
<CAPTION>
Oil (Bbls) Gas (Mcf)
--------- ---------
<S> <C> <C>
Proved reserves at December 31, 1996 -- --
Production (3,027)
Extensions, discoveries and improved recovery 103,106
--------- ---------
Proved reserves at December 31, 1997 -- 100,079
========= =========
Proved developed reserves at December 31, 1997 -- 39,935
========= =========
</TABLE>
Standardized Measure of Discounted Future Net Cash Flows
The following disclosures concerning the standardized measure of discounted
future cash flows from proved oil and gas reserves are presented in accordance
with the Statement of Financial Accounting Standard No. 69 ("SFAS 69"). As
prescribed by SFAS 69, the amounts shown are based on prices and costs at the
end of each period and a 10 percent annual discount factor. Since prices and
costs do not remain static, and no price or cost changes have been considered,
the results are not necessarily indicative of the fair market value of the
estimated proved reserves, but they do provide a common benchmark which may
enhance the user's ability to project future cash flows.
The standardized measure of discounted future net cash flows related to proved
oil and gas reserves at December 31, 1997 was as follows:
<TABLE>
<CAPTION>
1997
---------
<S> <C>
Future cash flows $ 234,185
Future production costs (58,067)
Future development costs (78,130)
Future income tax expenses (34,296)
---------
Future cash inflows 63,692
10% annual discount for estimated timing of cash flows 10,113
---------
Standardized measure of discounted future net cash flows $ 53,579
=========
</TABLE>
Page 8
<PAGE> 9
STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES
FOR THE OIL & GAS PROPERTIES OF HALL HOUSTON, ET AL
ACQUIRED BY CARRIZO OIL & GAS, INC.
NOTES TO STATEMENT
The standardized measure of discounted future net cash flows is based on the
following oil and gas prices at December 31, 1997:
<TABLE>
<CAPTION>
1997
--------
<S> <C>
Oil (per Bbl) $ --
Gas (per Mcf) $ 2.34
</TABLE>
The principal sources of changes in the standardized measure for the year ended
December 31, 1997 were as follows:
<TABLE>
<CAPTION>
1997
--------
<S> <C>
Balance at December 31, 1996 $ --
Sales and transfers of oil and gas produced, net of
production costs (4,847)
Extensions, discoveries and improved recovery 58,426
--------
Balance at December 31, 1997 $ 53,579
========
</TABLE>
Page 9
<PAGE> 10
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro forma statements of operations for the year
ended December 31, 1997 and the nine months ended September 30, 1998, and the
unaudited pro forma balance sheet as of September 30, 1998 (collectively, the
"Pro Forma Financial Statements") are based on the historical financial
statements of Carrizo Oil & Gas, Inc. (the "Company") and the historical
statements of revenues and direct operating expenses of the oil and gas
properties acquired from Hall-Houston, et al (the "Hall-Houston, et al
Properties Acquisition"), adjusted to give effect to the Hall-Houston, et al
Properties Acquisition and borrowings under the Company's bank loan. The Pro
Forma Financial Statements reflect accounting for the Hall-Houston, et al
Properties Acquisition as a purchase.
The unaudited pro forma statements of income for the year ended
December 31, 1997 and the nine months ended September 30, 1998 give effect to
the Hall-Houston, et al Properties Acquisition and the borrowings under the
Company's bank loan as if the acquisition and borrowings had been consummated on
January 1, 1997. The unaudited pro forma balance sheet gives effect to the
Hall-Houston, et al Properties Acquisition and the borrowings under the
Company's bank loan as if the acquisition and borrowings had been consummated on
September 30, 1998.
The pro forma adjustments described in the accompanying Notes to
Unaudited Pro Forma Financial Statements and are based upon available
information and certain assumptions that management believes are reasonable.
The Pro Forma Financial Statements are presented for illustrative
purposes only and do not purport to represent what the Company's results of
operations or financial condition would actually have been had the Hall-Houston,
et al Properties Acquisition occurred on such dates or to project the Company's
results of operations or financial condition for any future date or period.
Page 10
<PAGE> 11
UNAUDITED PRO FORMA BALANCE SHEET
FOR THE OIL & GAS PROPERTIES OF HALL HOUSTON, ET AL
ACQUIRED BY CARRIZO OIL & GAS, INC.
As September 30, 1998
<TABLE>
<CAPTION>
Hall-Houston
Acquisition Pro Forma
Company Pro Forma Hall-Houston
Historical Adjustments Acquisition
----------------- ------------------- -----------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,435,197 $ -- $ 3,435,197
Accounts receivable 4,584,359 324,215(a) 4,908,574
Advances to operators 1,425,986 -- 1,425,986
Other current assets 581,503 -- 581,503
------------ ------------ ------------
Total current assets 10,027,045 324,215 10,351,260
PROPERTY AND EQUIPMENT, net (full-cost method
of accounting for oil and gas properties) 71,003,122 2,675,785(a) 73,678,907
OTHER ASSETS 394,210 -- 394,210
------------ ------------ ------------
$ 81,424,377 $ 3,000,000 $ 84,424,377
============ ============ ============
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Bank loan $ 3,500,000 $ 3,000,000(a) $ 6,500,000
Accounts payable, trade 10,023,455 -- 10,023,455
Dividends payable 704,509 -- 704,509
Other current liabilities 155,626 -- 155,626
------------ ------------ ------------
Total current liabilities 14,383,590 3,000,000 17,383,590
LONG-TERM DEBT 4,100,000 -- 4,100,000
DEFERRED INCOME TAXES 2,076,036 -- 2,076,036
MANDATORILY REDEEMABLE PREFERRED STOCK
(10,000,000 shares authorized with 313,091.72 issued and
outstanding at September 30, 1998) 29,974,454 -- 29,974,454
SHAREHOLDERS' EQUITY:
Warrants 300,000 -- 300,000
Common Stock (40,000,000 shares authorized with
10,375,000 issued and outstanding at September 30,
1998) 103,750 -- 103,750
Additional paid-in capital 32,845,727 -- 32,845,727
Retained earnings (deficit) (2,219,270) -- (2,219,270)
Deferred compensation (139,910) -- (139,910)
------------ ------------ ------------
30,890,297 -- 30,890,297
------------ ------------ ------------
$ 81,424,377 $ 3,000,000 $ 84,424,377
============ ============ ============
</TABLE>
See accompanying Notes to Unaudited Pro Forma Financial Statements.
Page 11
<PAGE> 12
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE OIL & GAS PROPERTIES OF HALL HOUSTON, ET AL
ACQUIRED BY CARRIZO OIL & GAS, INC.
For the year ended December 31, 1997
<TABLE>
<CAPTION>
Hall-Houston
Acquisition Pro Forma
Company Hall-Houston Pro Forma Hall-Houston
Historical Historical Adjustments Acquisition
---------------- ---------------- ----------------- -----------------
<S> <C> <C> <C> <C>
OIL AND NATURAL GAS REVENUES $ 8,711,654 $ 7,082 $ -- $ 8,718,736
COSTS AND EXPENSES
Oil and natural gas operating expenses
(exclusive of depreciation shown separately
below) 2,334,009 2,235 -- 2,336,244
Depreciation, depletion and amortization 2,358,256 -- 1,006 (c) 2,359,262
General and administrative 1,590,358 -- -- 1,590,358
----------- ------------ ----------- -----------
Total costs and expenses 6,282,623 2,235 1,006 6,285,864
----------- ------------ ----------- -----------
OPERATING INCOME 2,429,031 4,847 (1,006) 2,432,872
OTHER INCOME AND EXPENSES
Interest income 53,417 -- -- 53,417
Interest expense (713,999) -- (270,000) (d) (983,999)
Interest expense, related parties (137,067) -- -- (137,067)
Capitalized interest 699,625 -- 270,000 (d) 969,625
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 2,331,007 4,847 (1,006) 2,334,848
INCOME TAXES 2,300,267 -- 1,344 (b) 2,301,611
----------- ----------- ----------- -----------
NET INCOME $ 30,740 $ 4,847 $ (2,350) $ 33,237
=========== =========== =========== ===========
BASIC EARNINGS PER SHARE $ 0.00 $ 0.00
=========== ===========
DILUTED EARNINGS PER SHARE $ 0.00 $ 0.00
=========== ===========
BASIC WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 8,638,699 8,638,699
=========== ===========
DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING 8,809,572 8,809,572
=========== ===========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Financial Statements.
Page 12
<PAGE> 13
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE OIL & GAS PROPERTIES OF HALL HOUSTON, ET AL
ACQUIRED BY CARRIZO OIL & GAS, INC.
For the nine months ended September 30, 1998
<TABLE>
<CAPTION>
Hall-Houston
Acquisition Pro Forma
Company Hall-Houston Pro Forma Hall-Houston
Historical Historical Adjustments Acquisition
--------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
OIL AND NATURAL GAS REVENUES $ 5,696,543 $ 985,084 $ -- $ 6,681,627
COSTS AND EXPENSES
Oil and natural gas operating expenses
(exclusive of depreciation shown separately
below) 2,015,017 109,804 -- 2,124,821
Depreciation ,depletion and amortization 2,483,365 -- 147,524 (c) 2,630,889
General and administrative 2,054,240 -- -- 2,054,240
------------ ------------ ------------ ------------
Total costs and expenses 6,552,622 109,804 147,524 6,809,950
------------ ------------ ------------ ------------
OPERATING (LOSS) (856,079) 875,280 (147,524) (128,323)
OTHER INCOME AND EXPENSES
Interest income 285,687 -- -- 285,687
Interest expense (49,649) -- (202,500)(d) (252,149)
Interest expense, related parties -- -- -- --
Capitalized interest 41,062 -- 202,500 (d) 243,562
------------ ------------- ------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES (578,979) -- (147,524) 148,777
INCOME TAXES (162,551) -- 254,715 (b) 92,164
------------ ------------- ------------ ------------
NET INCOME (LOSS) $ (416,428) $ 875,280 $ (402,239) $ 56,613
============ ============= ============ ============
LESS: DIVIDENDS AND ACCRETION ON
PREFERRED SHARE (2,168,533) (2,168,533)
------------- ------------
NET (LOSS) AVAILABLE TO COMMON
SHAREHOLDERS $ (2,584,961) $ (2,111,920)
============ ============
BASIC (LOSS) PER SHARE $ (0.25) $ (0.20)
============ ============
DILUTED (LOSS) PER SHARE $ (0.25) $ (0.20)
============ ============
BASIC WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 10,375,000 10,375,000
============ ============
DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING 10,451,732 10,451,732
============ ============
</TABLE>
See accompanying Notes to Unaudited Pro Forma Financial Statements.
Page 13
<PAGE> 14
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
FOR THE OIL & GAS PROPERTIES OF HALL HOUSTON, ET AL
ACQUIRED BY CARRIZO OIL & GAS, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
Pro Forma Adjustments
(a) Represents the recording of the estimated purchase price to oil and gas
property costs of $2,675,785, all of which is classified as proved, and
borrowings of $3,000,000. The $3,000,000 purchase price, effective
October 1, 1998 has been adjusted to reflect estimated activity
subsequent to such date to arrive at the above estimated net purchase
price. The difference between the purchase price and the amount recorded
as property costs has been reflected in accounts receivable as it relates
to oil and gas sales occuring during the period between the effective and
closing dates. Such adjustments primarily include the revenues for the
period October 1, 1998 through November 20, 1998, the date of the
purchase agreement.
(b) Represents adjustment to income taxes as a result of the Hall-Houston, et
al Acquisition assuming a statutory rate of 35%.
(c) Represents adjustment to depreciation, depletion and amortization based
upon the increases in combined production, reserves and cost basis.
(d) Represents adjustment to interest expense and capitalized interest to
reflect additional borrowings under the bank loan (at an assumed annual
interest rate of 9%) of approximately $ 3,000,000. The effects of
fluctuations of 0.125% and 0.25% in interest rates with respect to the
bank loan on the pro forma interest expense and capitalized interest
would have been approximately $3,750 and $7,500 respectively, for the
year ended December 31, 1997 and $2,800 and $5,600 for the nine months
ended September 30, 1998.
Page 14
<PAGE> 15
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/ S.P. Johnson IV
---------------------------------
Name: S.P. Johnson IV
Title: President
Date: February 23, 1999
Page 15
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
23 Consent of Arthur Andersen LLP
</TABLE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 8-K/A, into the Company's previously filed
Registration Statement No. 333-35245 on Form S-8.
Houston, Texas
February 23, 1999
