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 sheets of Carrizo Oil & Gas,
Inc. as of December 31, 2004 (Restated) and 2005 and the related consolidated
statements of operations, shareholders' equity and cash flows for the years ended
December 31, 2004 (Restated) and 2005. 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 audits. We conducted
our audits 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 audits provide 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 (Restated) and 2005 and the consolidated results of its operations
and its cash flows for the years ended December 31, 2004 (Restated) and 2005,
in conformity with U.S. generally accepted accounting principles. As
referred to in Note 3, management of the Company determined that the derivatives
entered into during 2004 and 2005 lacked sufficient documentation to be accounted
for as cash flow hedges. As a result the Company has restated its consolidated
financial statements as of and for the year ended December 31, 2004. PANNELL
KERR FORSTER OF TEXAS, P.C. Houston, Texas
April 10,
2006 | 
