CANARGO ENERGY CORP
S-3/A, 2000-08-14
CRUDE PETROLEUM & NATURAL GAS
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     As filed with the Securities and Exchange Commission on August 14, 2000
                                                      Registration No. 333-43036
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                 AMENDMENT NO.1
                                       TO
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ----------------

                           CANARGO ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)


                                ----------------

                               MICHAEL R. BINNION
                           CANARGO ENERGY CORPORATION
                             1580, 727 - 7 AVENUE SW
                        CALGARY, ALBERTA, CANADA T2P 0Z5
                                 (403) 777-1185
  (Name, address, including zip code, and telephone number, including area code
                              of agent for service)

                      ------------------------------------
                 Please forward a copy of all correspondence to:

                               PETER A. BASILEVSKY
                      SATTERLEE STEPHENS BURKE & BURKE LLP
                           11TH FLOOR, 230 PARK AVENUE
                               NEW YORK, NY 10169
                              PHONE: (212) 818-9200




THE  REGISTRANT  HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS  MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A  FURTHER  AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(A) OF THE
SECURITIES  ACT  OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE  ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY  DETERMINE.

<PAGE>


                                    PART  II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item  16.  Exhibits.

The  following  exhibits  are  filed  as  part  of  this registration statement.

Exhibit
  No.         Description  of  Exhibit
-------       ----------------------
  5.1         Opinion  of  Satterlee  Stephens  Burke  &  Burke  LLP  as to the
              legality  of  the  securities  being  registered

 23.1         Consent  of  Satterlee  Stephens  Burke & Burke LLP  to  the  use
              of their opinion with respect to the legality of  the securities
              being registered (included  in  opinion  filed  as  Exhibit  5.1)

SIGNATURES

Pursuant  to  the requirements of the Securities Act of 1933, the registrant has
duly  caused  this  Amendment  No. 1 to Registration Statement on Form S-3 to be
signed  on its behalf by the undersigned, thereunto duly authorized, in Calgary,
Alberta,  Canada  on  August 14,  2000.

                         CANARGO  ENERGY  CORPORATION

                          By:  /s/  Anthony  Potter
                               ------------------------------------
                               Anthony  Potter
                               VP  Finance  &  Group  Controller


Pursuant  to the requirements of the Securities Act of 1933, this Amendment No.1
to  Registration  Statement  on  Form S-3 has been signed below by the following
persons  on  behalf  of  the  registrant  and in the capacities and on the dates
indicated.

By:     /s/Michael  Binnion *                           Date:  August  14,  2000
        ----------------------
        Michael Binnion, Director, President and Chief Financial Officer

By:     /s/Anthony  J.  Potter                          Date:  August  14,  2000
        ----------------------
        Anthony J. Potter, Vice President (Principal Accounting Officer)

By:     /s/David  Robson *                              Date:  August  14,  2000
        -----------------
        David Robson, Chief Executive Officer and Chairman of the Board

By:     /s/Russell  Hammond *                           Date:  August  14,  2000
        --------------------
        Russell  Hammond,  Director

By:     /s/Peder  Paus *                                Date:  August  14,  2000
        ---------------
        Peder  Paus,  Director

By:     /s/Nils  N.  Trulsvik *                         Date:  August  14,  2000
        ----------------------
        Nils  N.  Trulsvik,  Director

     * by Anthony  Potter,  attorney-in-fact,  pursuant  to  a power of attorney
included  on  the signature page of the registration statement on Form S-3 (Sec.
File  No.:  333-43036)  filed  August  4,  2000.


                                  EXHIBIT INDEX


  FILED                                EXHIBIT
HEREWITH
--------------------------------------------------------------------------------
    X      5.1     Opinion of Satterlee Stephens Burke  &  Burke  LLP  as to the
                   legality of the securities being registered
    X     23.1     Consent of Satterlee Stephens Burke & Burke LLP  to  the  use
                   of  their  opinion  with  respect  to  the  legality  of  the
                   securities being  registered (included in  opinion  filed  as
                   Exhibit  5.1)



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