Carrizo's Preferred Stock to Be Converted to Common Stock

Carrizo Oil & Gas, Inc. (Nasdaq: CRZO) announced an affiliate of HBK Investments L.P. (the "Purchaser") purchased all the outstanding 9% Senior Subordinated Notes (the "Notes") of the Company from the original note holders. In exchange for a $0.4 million amendment fee, the Company successfully negotiated changes with the Purchaser in certain terms and conditions of the Notes and related agreements, including (1) a one year extension of the maturity to December 15, 2008, (2) a one year extension, through December 15, 2005, of the "PIK" interest option to pay-in-kind 60% of the interest due each period by increasing the principal balance by a like amount (the "PIK option"), (3) an additional one year option to extend the PIK option through December 15, 2006 at an annual interest rate of 10% and the payment of a one-time fee equal to 0.5% of the principal then outstanding and (4) additional flexibility to obtain a separate project financing facility in the future. The amendment fee will be amortized over the remaining life of the Note.

Paul F. Boling, Carrizo's Vice President and Chief Financial Officer commented that, "for a relatively small fee, we believe these improvements to our 9% Senior Subordinated Notes, especially the two year extension in our PIK option, give the Company continued flexibility, and help optimize the level of borrowing capacity with our senior lender."

On May 27, 2004, Mellon Ventures elected to convert all of their approximate $5.0 million position in the Company's Convertible Participating Preferred Stock (the "Preferred Stock") into approximately 876,000 shares of common stock, which were subsequently resold in open market transactions. Similarly, the remaining $2.5 million of Preferred Stock outstanding, held by Steven A. Webster, Carrizo's Chairman, will also be converted into approximately 442,000 shares of common stock in June 2004. The effect of these conversions on the Company's 2004 second quarter balance sheet will be a $7.5 million increase in its stockholders' equity, a notable improvement in Carrizo's capital structure.

"This preferred stock conversion is a complement to our capital structure," said Mr. Boling. "We remain focused on future enhancements to our financing arrangements that will improve our flexibility and liquidity."

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