UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 24, 2005

                            FALCON NATURAL GAS CORP.
                            ------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                  000-50229               98-0403897
----------------------------    ----------------     ----------------------
(State or other jurisdiction     (Commission            (IRS Employer
    of incorporation)             File Number)        Identification No.)

     Westchase Center, 2500 City West Blvd., Suite 300, Houston, Texas 77042
     -----------------------------------------------------------------------
            (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code (713) 267-2240

                                      N/A
                                      ---
                        (Former name or former address,
                          if changed since last report)

Check the appropriate box below if the Form 8-K 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-2(b))
[ ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c) under the
     Exchange  Act  (17  CFR  240.13e-4(c))

<PAGE>

ITEM  7.01  REGULATION  FD  DISCLOSURE.

     On  March  24,  2005,  the  Registrant  issued  a  Press  Release stating a
chronology of statements concerning the Company's DB-3 prospect Wyandotte wells,
which is located on leased acreage in St. Mary Parish, Louisiana (the "Wyandotte
Property")  and  has requested that the Securities and Exchange Commission grant
the  Company's  request to withdraw its Registration Statement filed on February
11,  2005.  A  copy of the Press Release regarding the foregoing is furnished as
Exhibit  99.1  to  this  Form  8-K.

     This  information shall not be deemed "filed" for purposes of Section 18 of
the  Securities  Exchange  Act  of  1934,  as  amended  (the "Exchange Act"), or
incorporated  by  reference  in  any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference  in  such  a  filing.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

     Exhibit  No.     Description
     -----------      -----------

     99.1*            Press Release

*    Filed herein.
                                   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 hereunto duly authorized.

FALCON NATURAL GAS CORP.

By: /s/Fred B. Zaziski
    ------------------
    Fred B. Zaziski
    Chief Executive Officer

Dated:  March 24, 2005

<PAGE>
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{"company-data": {"conformed-name": "FALCON NATURAL GAS CORP", "cik": "0001167764", "assigned-sic": "1311", "irs-number": "980403897", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50229", "film-number": "05703188"}, "business-address": {"street1": "WESTCHASE CENTER", "street2": "2500 CITYWEST BLVD SUITE 300", "city": "HOUSTON", "state": "TX", "zip": "77019", "phone": "6048991533"}, "mail-address": {"street1": "2500 CITYWEST BLVD. SUITE 300", "street2": "WESTCHASE CENTER", "city": "HOUSTON", "state": "TX", "zip": "77042"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 24, 2005

                            FALCON NATURAL GAS CORP.
                            ------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                  000-50229               98-0403897
----------------------------    ----------------     ----------------------
(State or other jurisdiction     (Commission            (IRS Employer
    of incorporation)             File Number)        Identification No.)

     Westchase Center, 2500 City West Blvd., Suite 300, Houston, Texas 77042
     -----------------------------------------------------------------------
            (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code (713) 267-2240

                                      N/A
                                      ---
                        (Former name or former address,
                          if changed since last report)

Check the appropriate box below if the Form 8-K 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-2(b))
[ ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c) under the
     Exchange  Act  (17  CFR  240.13e-4(c))
ITEM  7.01  REGULATION  FD  DISCLOSURE.

     On  March  24,  2005,  the  Registrant  issued  a  Press  Release stating a
chronology of statements concerning the Company's DB-3 prospect Wyandotte wells,
which is located on leased acreage in St. Mary Parish, Louisiana (the "Wyandotte
Property")  and  has requested that the Securities and Exchange Commission grant
the  Company's  request to withdraw its Registration Statement filed on February
11,  2005.  A  copy of the Press Release regarding the foregoing is furnished as
Exhibit  99.1  to  this  Form  8-K.

     This  information shall not be deemed "filed" for purposes of Section 18 of
the  Securities  Exchange  Act  of  1934,  as  amended  (the "Exchange Act"), or
incorporated  by  reference  in  any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference  in  such  a  filing.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

     Exhibit  No.     Description
     -----------      -----------

     99.1*            Press Release

*    Filed herein.
                                   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 hereunto duly authorized.

FALCON NATURAL GAS CORP.

By: /s/Fred B. Zaziski
    ------------------
    Fred B. Zaziski
    Chief Executive Officer

Dated:  March 24, 2005