Prospectus Supplement 01.03.07
Filed
pursuant to Rule 424(b)(3)
Registration
No. 333-136778
Carrizo
Oil & Gas, Inc.
Supplement
No. 2 dated January 3, 2007
To
Prospectus dated November 16, 2006
This
prospectus supplement (this “Supplement”) is part of, and should be read in
conjunction with, the prospectus of Carrizo Oil & Gas, Inc. dated November
16, 2006, as supplemented by Supplement No. 1 dated December 22, 2006 (as so
supplemented, the “Prospectus”). Unless otherwise defined herein, capitalized
terms used in this Supplement shall have the same meanings as in the Prospectus.
The
purpose of this Supplement is to provide an update on recent developments
regarding our financing arrangements. This
Supplement is not complete without, and may not be delivered or used except
in
connection with, the Prospectus. This Supplement is qualified by reference
to
the Prospectus, except to the extent that the information in this Supplement
updates and supersedes the information contained in the Prospectus.
You
should consider carefully the risk factors beginning on page 3 of the Prospectus
dated November 16, 2006 before purchasing any shares of our common
stock.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
As
previously reported, we
entered into an amendment, effective as of December 19, 2006, to our Second
Lien
Credit Agreement with Credit Suisse, as Administrative Agent and Collateral
Agent, the guarantors party thereto and the lenders party thereto (the “Second
Lien Credit Facility”), which
increased the principal amount available for borrowings under the Second Lien
Credit Facility by $75 million. On January 3, 2007, we borrowed $75 million
under the Second Lien Credit Facility, with
net
proceeds after payment of fees of approximately $72.1 million.