UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ OMB APPROVAL OMB NUMBER: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response....11 _____________________________ SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. _____1__________)* CANARGO ENERGY CORP. ----------------------------------------------------- (Name of Issuer) COMMON STOCK ----------------------------------------------------- (Title of Class of Securities) 137225108 ----------------------------------------------------- (CUSIP Number) 12/31/05 ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [] Rule 13d-1(b) [x] Rule 13d-1(c) [] Rule 13d-1(d) ---------- *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 the purpose 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. _137225108____ 13G/A -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON(S) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(S) THOMAS O. BOUCHER, JR -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER AS OF 12/31/05: 129,700 AS OF 1/1/06: 129,700 SHARES BENEFICIALLY -------------------------------------------------------------- OWNED BY 6. SHARED VOTING POWER AS OF 12/31/05: 15,555,556 EACH AS OF 1/1/06: 0 REPORTING -------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER AS OF 12/31/05: 129,700 AS OF 1/1/06: 129,700 WITH -------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER AS OF 12/31/05: 16,666,667 AS OF 1/1/06: 1,111,111 -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON AS OF 12/31/05: 16,796,397 AS OF 1/1/06: 1,240,811 -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) AS OF 12/31/05: 7.0% AS OF 1/1/06: 0.5% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 13G/A Item 1. (a) Name of Issuer: CANARGO ENERGY CORP. -------------------------------------------------------------- (b) Address of Issuer's Principal Executive Offices: PO BOX 291 ST PETER PORT GUERNSEY, C.I. XOGV13RR -------------------------------------------------------------- Item 2. (a) Name of Person Filing: THOMAS O. BOUCHER, JR. -------------------------------------------------------------- (b) Address of Principal Business Office, or if None, Residence: c/o INGALLS & SNYDER, LLC 61 BROADWAY, NEW YORK NY 10006 -------------------------------------------------------------- (c) Citizenship: U.S.A. ------------------------------------------------- (d) Title of Class of Securities: COMMON STOCK -------------------------------------------------------------- (e) CUSIP Number: 137225108 ------------------------------------------------- Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: NOT APPLICABLE (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, (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(ii)(F); see Item 7, (g) [ ] Parent Holding Company, in accordance with Section 240.13d-1(b)(1)(ii)(G); see Item 7, (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1: (a) Amount beneficially owned: AS OF 12/31/05: 16,796,367 AS OF 1/1/06: 1,240,811--------------, (b) Percent of class: AS OF 12/31/05: 7.0% AS OF 1/1/06: 0.5%--------------------------, (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote AS OF 12/31/05: 129,700 AS OF 1/1/06: 129,700 (ii) Shared power to vote or to direct the vote AS OF 12/31/05: 15,555,556 AS OF 1/1/06: 0 (iii) Sole power to dispose or to direct the disposition of AS OF 12/31/05: 129,700 AS OF 1/1/06: 129,700 (iv) Shared power to dispose or to direct the disposition of AS OF 12/31/05: 16,666,667 AS OF 1/1/06: 1,111,111 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner than five percent of the class of securities, check the following: [x] Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Securities reported under shared dispositve power include securities owned by clients of Ingalls & Snyder LLC, a registered broker dealer and a registered investment advisor, in accounts over which Thomas O. Boucher, Jr. ("Boucher") holds discretionary investment authority. Shares reported as of 12/31/05 under shared dispositve authority include 16,666,667 shares which are receivable under the assumed conversion of $15,000,00 par value of Canargo Senior Secured Convertible Notes due 07/24/09, which are convertible at $.90 /per share. These Notes are owned by Ingalls & Snyder Value Partners, L.P.("ISVP"), an investment partnership managed under an investment advisory contract by Ingalls & Snyder, LLC ("Ingalls") and other customers of Ingalls. At 12/31/05, Boucher, a Managing Director of Ingalls, and Gipson, a Senior Director of Ingalls, share the right to vote securities owned by ISVP. At 1/1/06 Adam Janovic, a Senior Director of Ingalls became general partner of ISVP. 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 Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above wand 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. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: 1/18/06 /S/ THOMAS O. BOUCHER, JR. /s/ ---------------------------------- (Signature)* THOMAS O. BOUCHER ---------------------------------- (Name/Title) * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).