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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Conaway Gregory F   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) VP & Chief Accounting Officer (Last) (First) (Middle) 500 DALLAS STREET, SUITE 2300 3. Date of Earliest Transaction (Month/Day/Year) 03/17/2017 (Street) HOUSTON, TX 77002 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/17/2017   M   923 A $ 0 9,036 D   Common Stock 03/17/2017   M   1,932 A $ 0 10,968 D   Common Stock 03/17/2017   M   3,579 A $ 0 14,547 D   Common Stock 03/20/2017   S(1)(2)   2,702 D $ 28.1549 (3) 11,845 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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 (4)

$ 0

03/17/2017

M

923

(5)

(5)

Common Stock

923

$ 0

0

D

Restricted Stock Units (4)

$ 0

03/17/2017

M

1,932

(6)

(6)

Common Stock

1,932

$ 0

1,931

D

Restricted Stock Units (4)

$ 0

03/17/2017

M

3,579

(7)

(7)

Common Stock

3,579

$ 0

7,158

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Conaway Gregory F 500 DALLAS STREET SUITE 2300 HOUSTON, TX 77002			VP & Chief Accounting Officer

Signatures

/s/ David L. Pitts, attorney-in-fact		03/21/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 $27.75 to $28.44, inclusive.
(4)	Each restricted stock unit represents a contingent right to receive one share of common stock.
(5)	These restricted stock units vested in three equal installments on March 17, 2015, March 17, 2016 and March 17, 2017.
(6)	These restricted stock units vested, or will vest, in three equal installments on March 17, 2016, March 17, 2017 and March 17, 2018.
(7)	These restricted stock units vested, or will vest, in three equal installments on March 17, 2017, March 17, 2018 and March 17, 2019.

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