SECURITIES & EXCHANGE COMMISSION
                           Washington, D.C. 20549
                           ______________________

                                 SCHEDULE 13G*
                                (Rule 13d-102)


            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
                              PURSUANT TO 13d-2(b)

                              (Amendment No. 2)

		               Carrizo Oil & Gas, Inc.
                               (Name of Issuer)

	                 		   Common Stock
                         (Title of Class of Securities)

                                  144577103
                                (CUSIP Number)


 					  December 31, 2008
            (Date of event which requires filing of this statement)


     Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
     [ ]  Rule 13d-1(b)
     [X]  Rule 13d-1(c)
     [ ]  Rule 13d-1(d)





                           (Page 1 of 8 Pages)
________________
     *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes)
















CUSIP No. 144577103                 13G                    Page 2 of 8 Pages



____________________________________________________________________________
     (1)    NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO.
            OF ABOVE PERSONS (ENTITIES ONLY)
                                            Centennial Energy Partners, L.P.
								13-3793743
_____________________________________________________________________________
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
                                                                  (a)  [ ]
                                                                  (b)  [X]
_____________________________________________________________________________
     (3)    SEC USE ONLY
_____________________________________________________________________________
     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                            Delaware
_____________________________________________________________________________
NUMBER OF      (5)  SOLE VOTING POWER
                                                -0-
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                                                1,632,598
OWNED BY       ___________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER
                                                -0-
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER
                                                1,632,598
_____________________________________________________________________________
     (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED
             BY EACH REPORTING PERSON
                                                1,632,598
_____________________________________________________________________________
     (10)    CHECK BOX IF THE AGGREGATE AMOUNT
             IN ROW (9) EXCLUDES CERTAIN SHARES **                       [ ]
_____________________________________________________________________________
     (11)    PERCENT OF CLASS REPRESENTED
             BY AMOUNT IN ROW (9)
                                                5.30%
_____________________________________________________________________________
     (12)    TYPE OF REPORTING PERSON **
                                                 PN
_____________________________________________________________________________
                    ** SEE INSTRUCTIONS BEFORE FILLING OUT!


















CUSIP No. 144577103                 13G                    Page 3 of 8 Pages
____________________________________________________________________________
     (1)    NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO.
            OF ABOVE PERSONS (ENTITIES ONLY)
                                           Centennial Energy Partners, L.L.C.
								13-3961810
_____________________________________________________________________________
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
                                                                  (a)  [ ]
                                                                  (b)  [X]
_____________________________________________________________________________
     (3)    SEC USE ONLY
_____________________________________________________________________________
     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                          				Delaware
_____________________________________________________________________________
NUMBER OF      (5)  SOLE VOTING POWER
                                                -0-
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                                               2,940,999
OWNED BY       ___________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER
                                                -0-
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER
                                               2,940,999
_____________________________________________________________________________
     (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED
             BY EACH REPORTING PERSON
                                               2,940,999
_____________________________________________________________________________
     (10)    CHECK BOX IF THE AGGREGATE AMOUNT
             IN ROW (9) EXCLUDES CERTAIN SHARES **                       [ ]
_____________________________________________________________________________
     (11)    PERCENT OF CLASS REPRESENTED
             BY AMOUNT IN ROW (9)
                                                9.55%
_____________________________________________________________________________
     (12)    TYPE OF REPORTING PERSON **
                                                 OO
_____________________________________________________________________________
                    ** SEE INSTRUCTIONS BEFORE FILLING OUT!


















CUSIP No. 144577103                 13G                    Page 4 of 8 Pages

____________________________________________________________________________
     (1)    NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO.
            OF ABOVE PERSONS (ENTITIES ONLY)
                                           Peter K. Seldin
_____________________________________________________________________________
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
                                                                  (a)  [ ]
                                                                  (b)  [X]
_____________________________________________________________________________
     (3)    SEC USE ONLY
_____________________________________________________________________________
     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                          United States
_____________________________________________________________________________
NUMBER OF      (5)  SOLE VOTING POWER
                                                0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                                                2,940,999

OWNED BY       __________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER
                                                0

REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER
                                                2,940,999
_____________________________________________________________________________
     (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED
             BY EACH REPORTING PERSON
                                                2,940,999
_____________________________________________________________________________
     (10)    CHECK BOX IF THE AGGREGATE AMOUNT
             IN ROW (9) EXCLUDES CERTAIN SHARES **                       [ ]
_____________________________________________________________________________
     (11)    PERCENT OF CLASS REPRESENTED
             BY AMOUNT IN ROW (9)
                                                9.55%
_____________________________________________________________________________
     (12)    TYPE OF REPORTING PERSON **
                                                 IN
_____________________________________________________________________________
                    ** SEE INSTRUCTIONS BEFORE FILLING OUT!

















CUSIP No. 144577103               13G                    Page 5 of 8 Pages

Item 1(a).     Name of Issuer:

     The name of the issuer is Carrizo Oil & Gas, Inc.

Item 1(b).     Address of Issuer's Principal Executive Offices:

     The Company's principal executive offices are located at 1000 Louisiana
Street, Suite 1500, Houston, Texas 77002.

Item 2(a).     Name of Person Filing:

     This statement is filed by:
(i) 	Centennial Energy Partners, L.P. (Centennial) a Delaware limited
partnership with respect to the shares of Common Stock directly owned by it;
(ii)	Centennial Energy Partners, L.L.C., (Energy) a limited liability
company organized under the laws of the State of Delaware, with
respect to the shares of Common Stock directly owned by Centennial
Energy Partners, L.P. and other private investment vehicles (collectively
the Partnerships)to which  Centennial Energy Partners, L.L.C serves as general
partner.
(iii)	Peter K. Seldin, with respect to the shares of Common Stock owned by
the entity in (ii).

Energy and Mr. Seldin do not own any shares of Common Stock directly.
The foregoing are hereinafter sometimes collectively referred to as
The "Reporting Persons."

Item 2(b).     Address of Principal Business Office or, if None, Residence:

     The address of the business office of each of the Reporting Persons is
     575 Lexington Ave. 33rd FL., New York, New York 10022.

Item 2(c).     Citizenship:

Centennial is a limited partnership organized under the laws of the State
Of Delaware.
Energy is a limited liability company organized under the laws of the State
of Delaware.
Peter K. Seldin is a United States citizen.

Item 2(d).     Title of Class of Securities:

     Common Stock par value $.01 per share (the "Common Stock")





















CUSIP No. 36318B106               13G                    Page 6 of 8 Pages



Item 3.  If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:

          (a) [ ]   Broker or dealer registered under Section 15 of the Act,

          (b) [ ]   Bank as defined in Section 3(a)(6) of the Act,

          (c) [ ]   Insurance Company as defined in Section 3(a)(19) of
                    the Act,

          (d) [ ]   Investment Company registered under Section 8 of the
                    Investment Company Act of 1940,

          (e) [ ]   Investment Adviser registered under Section 203 of the
                    Investment Advisers Act of 1940,

          (f) [ ]   Employee Benefit Plan or Endowment Fund in accordance with
                    13d-1 (b)(1)(ii)(F),

          (g) [ ]   Parent Holding Company or control person in accordance
                    with Rule 13d-1 (b)(ii)(G),

          (h) [ ]   Savings Associations as defined in Section 3(b) of the
                    Federal Deposit Insurance Act,

          (i) [ ]   Church Plan that is excluded from the definition of an
                    investment company under Section 3(c)(14) of the
                    Investment Company Act of 1940,

          (j) [ ]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.


Item 4.   Ownership.

A. Centennial Energy Partners, L.P.
             (a) Amount beneficially owned: 1,632,598
   b) Percent of class: 5.30% The percentages used herein and in
      the rest of Item 4 are calculated based upon 30,789,021
      shares of Common Stock outstanding as reported by the
      Company as of August 1, 2008.  This information was
      provided in the Companys Form 10Q for the period ended
      September 30, 2008
           (c)(i) Sole power to vote or direct the vote: -0-
             (ii) Shared power to vote or direct the vote: 1,632,598
            (iii) Sole power to dispose or direct the disposition: -0-
             (iv) Shared power to dispose or direct the disposition: 1,632,598














CUSIP No. 144577103			13G			Page 7 of 7 pages





B. Centennial Energy Partners, L.L.C.
              (a) Amount beneficially owned: 2,940,999
              (b) Percent of class: 9.55%
           (c)(i) Sole power to vote or direct the vote: 0
             (ii) Shared power to vote or direct the vote: 2,940,999
            (iii) Sole power to dispose or direct the disposition: 0
             (iv) Shared power to dispose or direct the disposition: 2,940,999



C. Peter K. Seldin
              (a) Amount beneficially owned: 2,940,999
              (b) Percent of class: 9.55%
           (c)(i) Sole power to vote or direct the vote: 0
             (ii) Shared power to vote or direct the vote: 2,940,999
            (iii) Sole power to dispose or direct the disposition: 0
             (iv) Shared power to dispose or direct the disposition: 2,940,999



Item 5.     Ownership of Five Percent or Less of a Class.

     Not applicable.



Item 6.     Ownership of More than Five Percent on Behalf of Another Person.

	Energy, the general partner of the Partnerships has the power
to dispose of and the power to vote the shares of Common Stock
beneficially owned by each of the partnerships.  Peter K. Seldin is
the Managing Member of Energy, and accordingly, has the power to vote
and dispose of the Common Stock beneficially held by Energy.


Item 7.     Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.

     Not applicable.


Item 8.  Identification and Classification of Members of the Group.

     Not applicable.



Item 9.  Notice of Dissolution of Group.

     Not applicable.











CUSIP No. 144577103                   13G                     Page 8 of 8





Item 10.  Certification.

     Each of the Reporting Persons hereby makes the following certification:

          By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.



SIGNATURES
          After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.

DATED:  February 12, 2009


Centennial Energy Partners, L.P.

By: /s/ Peter K. Seldin
      Peter K. Seldin
	Centennial Energy Partners, L.L.C.
      General Partner

Centennial Energy Partners, L.L.C.

By: /s/ Peter K. Seldin
         Managing Member


By: /s/ Peter K. Seldin
	Peter K. Seldin






















                                  AGREEMENT

	The undersigned agree that this schedule 13G dated February 12, 2009
relating to the Common Stock of Carrizo  Oil & Gas, Inc. shall be filed on
behalf of the undersigned.



Centennial Energy Partners, L.P.
By: /s/ Peter K. Seldin
      Peter K. Seldin
	Centennial Energy Partners, L.L.C.
      General Partner

Centennial Energy Partners, L.L.C.

By: /s/ Peter K. Seldin
         Managing Member

By: /s/ Peter K. Seldin
	Peter K. Seldin