FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MORTON GERALD A 		2. Issuer Name and Ticker or Trading Symbol

CARRIZO OIL & GAS INC [ CRZO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
General Counsel & VP-Bus Dev
(Last)          (First)          (Middle)

500 DALLAS STREET, SUITE 2300 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/17/2017
(Street)

HOUSTON, TX 77002
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/17/2017     M    6712   A $0   66040   D    
Common Stock   3/17/2017     M    6089   A $0   72129   D    
Common Stock   3/17/2017     M    10360   A $0   82489   D    
Common Stock   3/17/2017     M    20928   A $0   103417   D    
Common Stock   3/20/2017     S (1) (2)    15431   D $28.1548   (3) 87986   D    
Common Stock   3/20/2017     S (2)    3500   D $28.2111   (4) 84486   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (5) $0.0   3/17/2017     M         6712      (6)   (6) Common Stock   6712.0   $0   0   D    
Restricted Stock Units   (5) $0.0   3/17/2017     M         6089      (7)   (7) Common Stock   6089.0   $0   6089   D    
Restricted Stock Units   (5) $0.0   3/17/2017     M         10360      (8)   (8) Common Stock   10360.0   $0   20720   D    
Restricted Stock Units   (5) $0.0   3/17/2017     M         20928      (9)   (9) Common Stock   20928.0   $0   0   D    

Explanation of Responses:
( 1)  These transactions were effected in accordance with Rule 10b5-1.
( 2)  The sales reported in this Form 4 were effected to satisfy the reporting person's federal income tax obligations with respect to the vesting of equity awards.
( 3)  The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. These shares were sold in multiple transactions at prices ranging from $27.69 to $28.46, inclusive.
( 4)  The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. These shares were sold in multiple transactions at prices ranging from $28.21 to $28.22.
( 5)  Each restricted stock unit represents a contingent right to receive one share of common stock.
( 6)  These restricted stock units vested in three equal installments on March 17, 2015, March 17, 2016 and March 17, 2017.
( 7)  These restricted stock units vested, or will vest, in three equal installments on March 17, 2016, March 17, 2017 and March 17, 2018.
( 8)  These restricted stock units vested, or will vest, in three equal installments on March 17, 2017, March 17, 2018 and March 17, 2019.
( 9)  These restricted stock units vested on March 17, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MORTON GERALD A
500 DALLAS STREET
SUITE 2300
HOUSTON, TX 77002

General Counsel & VP-Bus Dev

Signatures
/s/ David L. Pitts, attorney-in-fact 3/21/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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