| **UNITEDSTATES**                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------|
| **SECURITIESANDEXCHANGECOMMISSION****WASHINGTON,D.C. 20549**                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| **FORM 40-F/A**

******AMENDMENT NO. 1**                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                   |
| (Mark One)                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                   |
| o                                                                                                                                                                                                                                                                                                                                                                                                                                              | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934   |   |
| OR                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                   |
| x                                                                                                                                                                                                                                                                                                                                                                                                                                              | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| For the fiscal year ended: December 31, 2008                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                   | Commission File Number:   001-32482 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| **SILVER WHEATON CORP.**                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                   |
| (Exact name of Registrant as specified in its charter)                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| **CANADA**                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                   |
| (Province or other jurisdiction of incorporation or organization)                                                                                                                                                                                                                                                                                                                                                                              |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| **1041**                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                   |
| (Primary Standard Industrial Classification Code Number (if applicable))                                                                                                                                                                                                                                                                                                                                                                       |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| **Not Applicable**                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                   |
| (I.R.S. Employer Identification Number (if applicable))                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| **Suite 3150 – 666 Burrard Street, Vancouver, BC V6C 2X8, (604) 684-9648**                                                                                                                                                                                                                                                                                                                                                               |                                                                                   |
| (Address and telephone number of Registrant’s principal executive offices)                                                                                                                                                                                                                                                                                                                                                               |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| **Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, DE 19711, (302) 738-6680**                                                                                                                                                                                                                                                                                                                                                  |                                                                                   |
| (Name, address (including zip code) and telephone number (including area code)of agent for service in the United States)                                                                                                                                                                                                                                                                                                                       |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| Securities registered or to be registered pursuant to Section 12(b) of the Act:                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| **Common Shares, no par value**                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                   | **New** **York Stock Exchange** |   |
| Title of Each Class                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                   | Name of Each Exchange on Which Registered |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| Securities registered or to be registered pursuant to Section 12(g) of the Act:                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| **None**                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                   |
| (Title of Class)                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:                                                                                                                                                                                                                                                                                                                                                |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| **None**                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                   |
| (Title of Class)                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| For annual reports, indicate by check mark the information filed with this Form:                                                                                                                                                                                                                                                                                                                                                               |                                                                                   |
| xAnnual information form                                                                                                                                                                                                                                                                                                                                                                                                                       | xAudited annual financial statements                                                   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:                                                                                                                                                                                                                                                                         |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| **251,497,747**                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |
| Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing                             the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”).                             If “Yes” is marked, indicate the filing number assigned to the Registrant in connection with such Rule. |                                                                                   |
| oYes                                                                                                                                                                                                                                                                                                                                                                                                                                           | xNo                                                                                    |   |
| Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.                                                                                  |                                                                                   |
| xYes                                                                                                                                                                                                                                                                                                                                                                                                                                           | oNo                                                                                    |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                        |  |  |  |  |  |  |

This Amendment No. 1 to the Annual Report on Form 40-F shall be incorporated by reference into or as an exhibit to, as applicable, the registrant's Registration Statement on Form S-8 (File No. 333-143550) under the Securities Act of 1933, as amended.

 

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**EXPLANATORY NOTE**

This Amendment No. 1 (this "Amendment") to the Registrant’s Annual Report on Form 40-F filed on March 31, 2009for the fiscal year ended December 31, 2008, is being filed for the purpose of dating a            reference to the independent registered chartered accountants’ report relating to the Registrant’s consolidated financial statements for the fiscal years ended December 31, 2008 and 2007, which was inadvertently omitted during the EDGARization of the independent registered chartered accountants’ report relating to the Registrant’s internal control over financial reporting for the fiscal year ended December 31, 2008.

Other than as expressly set forth above, this Amendment does not, and does not purport to, update or restate the information in any Item of the Form 40-For reflect any events that have occurred after the Form 40-Fwas filed.            The filing of this Amendment shall not be deemed an admission that the Form 40-F, when made, included any known, untrue statement of material fact or knowingly omitted to state a material fact necessary to make a statement not misleading.

 

 

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**SIGNATURES**

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on             Form 40-F and has duly caused this Amendment to be signed on its behalf by the undersigned, thereto duly authorized.

 

|   |   | **SILVER WHEATON CORP.**              |
|--------|--------|---------------------------------------|
|   |   |                                  |
|   |   |                                  |
|   |   | /s/ Peter Barnes                      |
|   |   | Peter Barnes                          |
|   |   | President and Chief Executive Officer |

 

 

Date: March 31, 2009

 

 

 

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**EXHIBIT INDEX**

The following documents have been filed as part of the Annual Report on Form 40-F: 

|    |   |                                                                                                                                                                  |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit |   | Documents                                                                                                                                                             |
| 99.1*   |   | Annual Information Form of the Company for the year ended December 31, 2008.                                                                                     |
|    |   |                                                                                                                                                                  |
| 99.2*+  |   | Annual Report for the year ended December 31, 2008 including Management’s Discussion & Analysis and Annual Financial Statements.                       |
|    |   |                                                                                                                                                                  |
| 99.3    |   | CEO Certification pursuant to Rule 13(a)-14(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|    |   |                                                                                                                                                                  |
| 99.4    |   | CFO Certification pursuant to Rule 13(a)-14(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|    |   |                                                                                                                                                                  |
| 99.5*   |   | CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                      |
|    |   |                                                                                                                                                                  |
| 99.6*   |   | CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                      |
|    |   |                                                                                                                                                                  |
| 99.7    |   | Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants.                                                                                   |
|    |   |                                                                                                                                                                  |
| 99.8*   |   | Consent of V. Spring                                                                                                                                                  |
|    |   |                                                                                                                                                                  |
| 99.9*   |   | Consent of R. Rivera                                                                                                                                                  |
|    |   |                                                                                                                                                                  |
| 99.10*  |   | Consent of L. Malmström                                                                                                                                          |
|    |   |                                                                                                                                                                  |
| 99.11*  |   | Consent of P. Hedström                                                                                                                                           |
|    |   |                                                                                                                                                                  |
| 99.12*  |   | Consent of P. Forward                                                                                                                                                 |
|    |   |                                                                                                                                                                  |
| 99.13*  |   | Consent of G. Simmerman                                                                                                                                               |
|    |   |                                                                                                                                                                  |
| 99.14*  |   | Consent of G. Watts                                                                                                                                                   |
|    |   |                                                                                                                                                                  |
| 99.15*  |   | Consent of F. Brown                                                                                                                                                   |
|    |   |                                                                                                                                                                  |
| 99.16*  |   | Consent of M. Butcher                                                                                                                                                 |
|    |   |                                                                                                                                                                  |
| 99.17*  |   | Consent of T. Stubens                                                                                                                                                 |
|    |   |                                                                                                                                                                  |
| 99.18*  |   | Consent of B. Foo                                                                                                                                                     |
|    |   |                                                                                                                                                                  |
| 99.19*  |   | Consent of S. Godden                                                                                                                                                  |
|    |   |                                                                                                                                                                  |
| 99.20*  |   | Consent of P. Taggart                                                                                                                                                 |
|    |   |                                                                                                                                                                  |
| 99.21*  |   | Consent of D. Gaunt                                                                                                                                                   |
|    |   |                                                                                                                                                                  |
| 99.22*  |   | Consent of Q. Deng                                                                                                                                                    |
|    |   |                                                                                                                                                                  |
| 99.23*  |   | Consent of R. Simpson                                                                                                                                                 |
|    |   |                                                                                                                                                                  |
| 99.24*  |   | Consent of D. Keller                                                                                                                                                  |
|    |   |                                                                                                                                                                  |
| 99.25*  |   | Consent of H. Ghaffari                                                                                                                                                |
|    |   |                                                                                                                                                                  |
| 99.26*  |   | Consent of J. Sedlacek                                                                                                                                                |

 

 

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|
| 99.27*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Consent of G. Doerksen |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                   |
| 99.28*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Consent of D. Lister   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                   |
| 99.29*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Consent of R. Bryson   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                   |
| 99.30*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Consent of S. Mah      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                   |
| 99.31*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | Consent of N. Burns    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                   |
|  

*Previously filed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  

+ The Annual Report for the year ended December 31, 2008, including Management’s Discussion & Analysis and Annual Financial Statements, has been previously filed. However, this Form 40-F/A is accompanied by an independent registered chartered accountants’ report relating to the Registrant’s internal control over                                financial reporting for the fiscal year ended December 31, 2008, which includes a dated reference to the independent registered chartered accountants’ report relating to the Registrant’s consolidated financial statements for the fiscal years ended December 31, 2008 and 2007, inadvertently omitted from the previous filing during the EDGARization process. |