Exhibit 10.1


    

      Exhibit
        10.1

       

      INCENTIVE
        PLAN OF CARRIZO OIL & GAS, INC.

       

      Sixth
        Amendment

       

      Carrizo
        Oil & Gas, Inc., a Texas corporation (the “Company”), having reserved the
        right under Section 13 of the Incentive Plan of Carrizo Oil & Gas, Inc. (the
“Plan”), to amend the Plan for any purpose permitted by law, does hereby amend
        the Plan as set forth below.

       

      The
        first sentence of Section 6(a) is hereby amended in its entirety to read
        as
        follows: 

       

      “This
        Plan shall be administered by the Committee.”

       

      Section
        6(b) of the Plan is hereby amended in its entirety to read as
        follows:

       

      “Subject
        to the provisions hereof, the Committee shall have full and exclusive power
        and
        authority to administer this Plan and to take all actions that are specifically
        contemplated hereby or are necessary or appropriate in connection with the
        administration hereof. The Committee shall also have full and exclusive power
        to
        interpret this Plan and to adopt such rules, regulations and guidelines for
        carrying out this Plan as it may deem necessary or proper, all of which powers
        shall be exercised in the best interests of the Company and in keeping with
        the
        objectives of this Plan. The Committee may, in its discretion, provide for
        the
        extension of the exercisability of an Award, accelerate the vesting or
        exercisability of an Award, eliminate or make less restrictive any restrictions
        contained in an Award, waive any restriction or other provision of this Plan
        or
        an Award or otherwise amend or modify an Award in any manner that is either
        (i)
        not adverse to the Participant to whom such Award was granted or (ii) consented
        to by such Participant; provided, however, that no Option or Director Option
        awarded pursuant to this Plan may be repriced without the approval of the
        shareholders of the Company (except in connection with a change in the Company’s
        capitalization or as otherwise provided in Section 15 hereof), if the effect
        would be to reduce the exercise price for the shares underlying such Award.
        The
        Committee may make an award to an individual who it expects to become an
        Employee of the Company or any of its Subsidiaries within the next six months,
        with such award being subject to the individual's actually becoming an Employee
        within such time period, and subject to such other terms and conditions as
        may
        be established by the Committee. The Committee may correct any defect or
        supply
        any omission or reconcile any inconsistency in this Plan or in any Award
        in the
        manner and to the extent the Committee deems necessary or desirable to further
        the Plan purposes. Any decision of the Committee in the interpretation and
        administration of this Plan shall lie within its sole and absolute discretion
        and shall be final, conclusive and binding on all parties
        concerned.”


       

      IN
        WITNESS WHEREOF, this Amendment has been executed effective as of August
        17,
        2005.

       

      CARRIZO
        OIL & GAS, INC.

      


      


      /s/
        Paul F. Boling__________________________

      Paul
        F. Boling

      Vice
        President, Chief Financial Officer, Secretary and Treasurer