Exhibit 10.10 Amendment to Placement Agent Agreement


    Exhibit
      10.10

    
 

    June
      8, 2005

    


    Board
      of Directors

    Carrizo
      Oil & Gas, Inc.

    1000
      Louisiana, Suite 1500

    Houston,
      TX 77002


    
      
         

      

      
        	 Attention:	 Mr. Paul F. Boling
	 	 Chief Financial
                Officer


      

    

    


    
      	 	
              Re:

            	
              Amendment
                to Placement Agent Agreement Relating to Engagement of Hibernia Southcoast
                Capital, Inc. as Managing Placement
                Agent

            


    

    


    Dear
      Sir:

    


    Reference
      is made to that certain
      Placement Agent Agreement (the “Agreement”) dated June 7, 2005 by and between
      Carrizo Oil & Gas, Inc. (the “Company”) and Hibernia Southcoast Capital,
      Inc.(“HSC”) pursuant to which the Company has engaged HSC as its managing
      placement agent in connection with the proposed private placement of shares
      of
      the Company’s common stock
      pursuant to the exemptions from registration provided in the Securities Act
      of
      1933, as amended. Capitalized terms used but not defined herein shall have
      the
      respective meanings assigned to such terms in the Agreement.

    


    In
      consideration of the premises, the mutual agreements hereinafter contained
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto agree that, effective as of the
      date
      hereof, the Agreement shall be amended by replacing (1) all references to the
      size of the Offering of up to 1,100,000 shares with references to the size
      of
      the Offering of up to 1,200,000 shares and (2) Exhibit C thereto with Exhibit
      C
      as attached to this letter.

     

    If
      this letter is in accordance with your understanding of our agreement, kindly
      sign and return to us the enclosed duplicate hereof, whereupon it will become
      a
      binding amendment to the Agreement between the Company and the Placement Agents
      in accordance with its terms. Except as specifically amended by this letter,
      the
      Agreement shall remain in full force and effect and the Agreement, as amended
      by
      this letter, is hereby ratified and affirmed in all respects.

    


    


    [signature
      page follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    


    


    Very
      truly yours,

    


    HIBERNIA
      SOUTHCOAST CAPITAL, INC.

    
 

    By:
      /s/Stanley
      E. Ellington, Jr. 

    Stanley
      E. Ellington, Jr.

    Managing
      Director

    


    


    Accepted
      this 8th day of June, 2005

    


    CARRIZO
      OIL & GAS, INC.

    


    


    By:
      /s/
      Paul F. Boling 

    Paul
      F. Boling

    Chief
      Financial Officer

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      C

    


    


    


    
      
        	
                Additional
                  Placement Agents

              	
                Percentage
                  of Commissions and Fees

              
	 	 
	
                Hibernia
                  Southcoast Capital, Inc.

              	
                45.00%

              
	
                First
                  Albany

              	
                13.75%

              
	
                Johnson,
                  Rice & Company, LLC

              	
                13.75%

              
	
                Harris
                  Nesbit 

              	
                13.75%

              
	
                Pritchard
                  Capital Partners, LLC

              	
                13.75%