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REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
Carrizo Oil & Gas, Inc.
We have audited the accompanying consolidated
balance sheet of Carrizo Oil & Gas, Inc. as of December 31, 2004
and the related consolidated statements of operations, shareholders'
equity and cash flows for the year ended December 31, 2004. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are 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.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the
consolidated financial position of Carrizo Oil & Gas, Inc. at December
31, 2004, and the consolidated results of its operations and its
cash flows for the year then ended, in conformity with U.S. generally
accepted accounting principles.
PANNELL KERR FORSTER OF TEXAS, P.C.
Houston, Texas
March 15, 2005
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