SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A
                               (AMENDMENT NO. 1)


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


                For the quarterly period ended SEPTEMBER 30, 2002


[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

              For the transition period from ________ to _________


                        Commission File Number 000-22915.


                             CARRIZO OIL & GAS, INC.
             (Exact name of registrant as specified in its charter)

                  TEXAS                               76-0415919
                  -----                               ----------
     (State or other jurisdiction of       (IRS Employer Identification No.)
      incorporation or organization)



14701 ST. MARY'S LANE, SUITE 800, HOUSTON, TX             77079
- ---------------------------------------------             -----
    (Address of principal executive offices)            (Zip Code)


                                 (281) 496-1352
                                 --------------
                        (Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X]   No  [ ]

The number of shares outstanding of the registrant's common stock, par value
$0.01 per share, as of November 8, 2002, the latest practicable date, was
14,176,716.




                             CARRIZO OIL & GAS, INC.


         This Amendment No. 1 to Form 10-Q on Form 10-Q/A amends the
Certification of Principal Financial Officer of our Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2002 to correct a word
processing error.





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                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                                    Carrizo Oil & Gas, Inc.
                                    (Registrant)



Date:  November 15, 2002            By: /s/  S. P. Johnson, IV
                                        -------------------------------------
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date:  November 15, 2002            By: /s/  Frank A. Wojtek
                                        -------------------------------------
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


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                           Principal Financial Officer

I, Frank A. Wojtek, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Carrizo Oil & Gas,
        Inc.

     2. Based on my knowledge, this quarterly report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this quarterly report;

     3. Based on my knowledge, the financial statements, and other financial
        information included in this quarterly report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the registrant as of, and for, the periods presented in
        this quarterly report;

     4. The registrant's other certifying officers and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        we have:

        a)  designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

        b)  evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

        c)  presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
        on our most recent evaluation, to the registrant's auditors and the
        audit committee of registrant's board of directors (or persons
        fulfilling the equivalent function);

        a)  all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

        b)  any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and



     6. The registrant's other certifying officers and I have indicated in this
        quarterly report whether or not there were significant changes in
        internal controls or in other factors that could significantly affect
        internal controls subsequent to the date of our most recent evaluation,
        including any corrective actions with regard to significant deficiencies
        and material weaknesses.


     Date:    November 14, 2002                   By: /s/  Frank A. Wojtek
                                                  ------------------------------
                                                  Vice President and Chief
                                                  Financial Officer

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