UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

Date of report (Date of earliest event reported) September 3, 2004

CANARGO ENERGY CORPORATION

Registrant’s telephone number, including area code (44) 1481 729 980

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[    ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))

[    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

The matters discussed in this Current Report on Form 8-K include forward looking statements, which are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated in such forward looking statements. Such risks, uncertainties and other factors include the uncertainties inherent in oil and gas development and production activities, the effect of actions by third parties including government officials, fluctuations in world oil prices and other risks detailed in the Company’s Reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission. The forward-looking statements are intended to help shareholders and others assess the Company’s business prospects and should be considered together with all information available. They are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company cannot give assurance that the results will be attained.

Section 7—Regulation FD

Item 7.01. Regulation FD Disclosure.

The following information is furnished pursuant to Item 7.01, “Regulation FD Disclosure.”

On September 3, 2004 CanArgo Energy Corporation (OSE: CNR, Amex: CNR) (“CanArgo”) issued a press release announcing that it had requested acceleration from the U.S. Securities and Exchange Commission (“SEC”) of the effectiveness of its Registration Statement on Form S-3 in relation to its global public offering of up to 75,000,000 of its common shares (“Global Offering”) to September 17, 2004.

In addition, CanArgo announced that it had re-opened the offering period for its Global Offering. CanArgo intends to commence further marketing of the issue over the next couple of weeks. Pricing of the Global Offering is anticipated to take place at or shortly after the Registration Statement becomes effective. The price of the shares to be issued will be established through a book-building process which will encompass both investors who have already indicated interest and additional investors targeted by the continued marketing of the issue. The price will be based on the prevailing market price. Based on this, CanArgo anticipates completing its Global Offering within a week after the effectiveness of its Registration Statement, subject to the satisfaction of customary Placement Agreement conditions, including the listing of the stock on the Oslo and American Stock Exchanges.

A Registration Statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. Nothing herein or in the Press Release issued by the Company shall constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

A copy of the Press Release is attached hereto as Exhibit 99.1.

Section 9—Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(c) Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.