UNITED
      STATES
                  SECURITIES
      AND EXCHANGE COMMISSION
                  Washington,
      D.C.  20549
                  
                  FORM
      40-F





[Check
one]


o REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THESECURITIES EXCHANGE ACT OF
1934


OR


xANNUAL REPORT PURSUANT TO
SECTION 13(a) OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934





For
      the fiscal year endedDecember
      31, 2008   .
                Commission
      File Number001-33574    .MAG
      SILVER CORP.(Exact
      name of Registrant as specified in its charter)Not
      Applicable(Translation
      of Registrant's name into English (if applicable))BRITISH
      COLUMBIA(Province
      or other jurisdiction of incorporation or organization)1040(Primary
      Standard Industrial Classification Code Number (if
      applicable))Not
      Applicable(I.R.S.
      Employer Identification Number (if applicable))#328
      – 550 BURRARD STREET, VANCOUVER, BC V6C 2B5  Tel:
      604-630-1399(Address
      and telephone number of Registrant's principal executive
      offices)John
      L. Mericle, Harris, Mericle & Wakayama, 999 Third Avenue, Suite 3210,
      Seattle, Washington 98104, Tel: 206-621-1818(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.





Title
      of each class
            
            Name
      of each exchange on which registeredCommon
      Shares, without par value
            
            NYSE
      Alternext US





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:





x  
      Annual information form
            xAudited annual financial
statements





Indicate
the number of outstanding shares of each of the Registrant’s classes of capital
or common stock as of the close of the period covered by the annual
report.   49,155,566 outstanding shares of the Registrant’s
common stock as of the fiscal year ended December 31, 2008.





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 file number assigned to the Registrant in
connection with such Rule.





Yeso
            82-____
      No x








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.





Yesx
            No 
      o







PRINCIPAL
DOCUMENTS






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






A.
Annual Information Form






For the
Registrant’s Annual Information Form (“AIF”) for the fiscal year ended December
31, 2008,  see Exhibit 99.1 of this Annual Report on Form
40-F.






B.
Audited Annual Financial Statements and accompanying Management’s Discussion and
Analysis






For the
Registrant’s Consolidated Audited Annual Financial Statements and accompanying
Management’s Discussion and Analysis for fiscal year ended December 31, 2008,
including the report of Independent Registered Chartered Accountants with
respect thereto, see Exhibit 99.2 of this Annual Report on Form 40-F. The
Registrant’s Consolidated Audited Annual Financial Statements have been prepared
in accordance with Canadian generally accepted accounting principles (“Canadian
GAAP”) and reconciled to United States generally accepted accounting principles
(“US GAAP”) - see Note 16 of the Notes to Consolidated Financial Statements of
the Registrant’s Consolidated Audited Annual Financial Statements, reconciling
the material differences between Canadian and US GAAP.






FORWARD-LOOKING
STATEMENTS




This
Annual Report on Form 40-F contains forward-looking statements and information,
within the meaning of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Exchange Act, relating to the Registrant that are based on
the beliefs and estimates of management as well as assumptions made by and
information currently available to the Registrant.





Such
forward-looking statements and information include, but are not limited
to:





The
future price of silver;





The
estimation of mineral reserves and mineral resources;





Estimates
of the time and amount of future silver production for specific
operations;





Estimated
future exploration expenditures and other expenses for specific
operations;





Permitting
time lines;





Requirements
for additional capital;





Litigation
risks;





Currency
fluctuations; and





Environmental
risks and reclamation cost.





When used
in this Annual Report on Form 40-F and the documents incorporated by reference
herein, any statements that express or involve discussions with respect to
predictions, beliefs, plans, projections, objectives, assumptions or future
events of performance (often but not always using words or phrases such as
“anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “strategy”,
“goals”, “objectives”, “project”, “potential” or variations thereof or stating
that certain actions, events, or results “may”, “could”, “would”, “might” or
“will” be taken, occur, or be achieved, or the negative of any of these terms
and similar expressions) as they relate to the Registrant or management, are
intended to identify forward-looking statements and information.





Such
statements reflect the Registrant’s current views with respect to future events
and are subject to certain known and unknown risks, uncertainties and
assumptions.





Many
factors could cause actual results, performance or achievements to be materially
different from any future results, performance or achievements that may be
expressed or implied by such forward-looking statements and information,
including, among others:





•
            risks
      relating to the Registrant’s ability to finance the exploration and
      development of its mineral
properties;





•
            risks
      relating to the Registrant’s ability to obtain all necessary licenses and
      permits that may be required to carry out exploration and development of
      its mineral properties and business
activities;





•
            risks
      and uncertainties relating to the interpretation of exploration results,
      geology, grade and continuity of the Registrant’s mineral
      deposits;





•
            commodity
      price fluctuations (particularly gold and silver
    commodities);





•
            currency
      fluctuations and inflation
pressures;





•
            risks
      related to governmental regulations, including environmental
      regulations;





•
            the
      Registrant’s ability to attract and retain qualified management and the
      Registrant’s dependence upon such management in the development of its
      mineral properties;





•
            increased
      competition in the exploration
industry;





•
            the
      Registrant’s lack of infrastructure;
and





•
            the
      Registrant’s history of losses and expectation of future
      losses.





Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described Annual Report on Form 40-F and the documents incorporated by reference
herein. This list is not exhaustive of the factors that may affect any of the
Registrant’s forward-looking statements and information. Forward-looking
statements are statements about the future and are inherently uncertain, and
actual achievements of the Registrant or other future events or conditions may
differ materially from those reflected in the forward-looking statements and
information due to a variety of risks, uncertainties and other factors,
including without limitation, those referred to in the AIF under the heading
“Risk Factors” and elsewhere. The Registrant’s forward-looking statements and
information are based on the reasonable beliefs, expectations and opinions of
management on the date the statements are made, and the Registrant does not
assume any obligation to update forward-looking statements and information if
circumstances or management’s beliefs, expectations or opinions should
change.





For the
reasons set forth above, investors should not attribute undue certainty to or
place undue reliance on forward-looking statements and information.





The staff
of the United States Securities and Exchange Commission takes the position
that mining companies, in their filings with the SEC, should describe
only those mineral deposits that the companies themselves can economically
and legally extract or produce.  The AIF incorporated herein as Exhibit
99.1 to this Annual Report on Form 40-F contains information regarding
adjacent properties on which we have no right to explore or mine, and is
considered by management to be of material importance to the Registrant and
its land holdings in the area.  Investors are cautioned that mineral
deposits on adjacent properties are not necessarily probative of the existence,
nature or extent of mineral deposits on our properties.





Please
consult the Registrant's public filings at http://www.sedar.com/search/search_form_pc_en.htm
and


http://idea.sec.gov/idea/searchidea/companysearch_idea.html
for further, more detailed information concerning these matters.







DISCLOSURE
CONTROLS AND PROCEDURES






After
evaluating the effectiveness of the Registrant’s disclosure controls and
procedures as required by paragraph (b) of Exchange Act Rule 13a-15 or 15d-15,
the Chief Executive Officer and Chief Financial Officer of the Registrant have
concluded that, as of the end of the period covered by this Annual Report on
Form 40-F, the Registrant’s disclosure controls and procedures were effective to
ensure that material information required to be disclosed by the Registrant in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Commission’s rules and forms, and accumulated and communicated to the
Registrant’s management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.






MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Exchange Act Rule 13a-15(f).  The
Registrant’s system of internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles in Canada and the United
States.





Management
recognizes that effective internal control over financial reporting may
nonetheless not prevent or detect all possible misstatements or frauds. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with policies or procedures may
deteriorate.





Management
has evaluated the effectiveness of the Registrant's internal control over
financial reporting as of the end of the Registrant’s fiscal year ended December
31, 2008 based on the framework in “Internal Control – Integrated Framework”
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).  Based on this evaluation, management concluded that, as of
the end of the Registrant’s fiscal year ended December 31, 2008, the Registrant
maintained effective internal control over financial reporting.




Deloitte
& Touche LLP, the independent registered public accounting firm that audited
the Registrant's Consolidated Audited Annual Financial Statements for the
Registrant’s fiscal year ended December 31, 2008, has expressed its opinion on
the effectiveness of the Registrant’s internal control over financial reporting
as of the end of the Registrant’s fiscal year ended December 31,
2008.  A copy of Deloitte & Touche LLP’s attestation report on
internal control over financial reporting is included in the Registrant’s
Consolidated Audited Annual Financial Statements, which is attached as Exhibit
99.2 of this Annual Report on Form 40-F.






ATTESTATION
REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM




This
information is provided in the Registrant's Consolidated Audited Annual
Financial Statements, which is attached as Exhibit 99.2 of this Annual Report on
Form 40-F.






CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING






During
the period covered by this Annual Report on Form 40-F, no changes occurred in
the Registrant’s internal control over financial reporting that were identified
in connection with the evaluation required by paragraph (d) of Exchange Act Rule
13a-15 or Rule 15d-15 that materially affected, or are reasonably likely to
materially affect, the Registrant’s internal control over financial
reporting.






NOTICES
PURSUANT TO REGULATION BTR






“Not
applicable.”






AUDIT COMMITTEE FINANCIAL
EXPERT




The
Registrant’s Board of Directors has determined that it has at least one Audit
Committee financial expert serving on its Audit Committee. Derek White has been
determined by the Registrant’s Board of Directors to meet the “audit committee
financial expert” criteria prescribed by the Securities and Exchange Commission
and is “independent”, as that term is defined by the NYSE-Alternext US’s listing
standards applicable to the Registrant. Mr. White holds an undergraduate degree
in Geological Engineering and is a Chartered Accountant.  The SEC has
indicated that the designation of Derek White as an audit committee financial
expert does not make him an “expert” for any purpose, impose any duties,
obligations or liability on him that are greater than those imposed on members
of the Audit Committee and Board of Directors who do not carry this designation,
or affect the duties, obligations or liability of any other member of the Audit
Committee.





CODE
OF ETHICS FOR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, AND
OFFICERS AND DIRECTORS





The
Registrant has adopted Codes of Ethics for its Chief Executive Officer, Chief
Financial Officer, directors and officers. The Registrant has previously filed
the latest version of its Codes of Ethics with the SEC on January 14, 2008 as
Exhibit 11.1 to its Annual Report on Form 20-F/A-1 for fiscal year ended
December 31, 2006. Shareholders may obtain a copy upon request, addressed to The
Secretary, MAG Silver Corp., #328-550 Burrard Street, Vancouver,
BC  V6C 2G5.  The Registrant has also posted its Codes of Ethics
on its internet website at www.magsilver.com. All amendments to the Codes of
Ethics and all waivers of the Codes of Ethics with respect to any of the persons
covered by them will be filed with the SEC and posted on the SEC’s Interactive
Data Electronic Applications (IDEA) system at http://idea.sec.gov.





PRINCIPAL
ACCOUNTANT FEES AND SERVICES





The
aggregate fees billed by the Company’s current external auditor, Deloitte &
Touche LLP, in each of the last two fiscal years are as follows.





Year
      ended
                  December
      31, 2008
                
                
                Year
      ended
                  December
      31, 2007Audit
      Fees
                
                $
                125,500
                
                
                $
                118,000Tax
      Fees(1)
                
                $
                19,500
                
                
                $
                31,000Total
                
                $
                145,000
                
                
                $
                149,000




Notes:




(1)
            The
      aggregate fees billed for professional services rendered for tax
      compliance, tax advice and tax
planning.






The
nature of the services provided by Deloitte & Touche LLP under each of the
categories indicated in the table is described below.






Audit
Fees




Audit
fees are those incurred for professional services rendered by Deloitte &
Touche LLP for the audit of the Registrant’s annual financial statements and
services provided in connection with statutory and regulatory filings or
engagements.







Tax Fees




Tax fees
are those incurred for tax compliance, tax advice and tax planning professional
services.  These services consisted of: tax compliance including the
review of tax returns, and tax planning and advisory services relating to common
forms of domestic and international taxation (i.e. income tax, capital tax,
goods and services tax, payroll tax and value added tax).







PRE-APPROVAL
POLICIES AND PROCEDURES




It is
within the mandate of the Registrant’s Audit Committee to approve all audit and
non-audit related fees. The Audit Committee is informed routinely as to the
non-audit services actually provided by the auditor pursuant to this
pre-approval process.  The auditors also present the estimate for the
annual audit related services to the Audit Committee for approval prior to
undertaking the annual audit of the financial statements.







OFF-BALANCE
SHEET ARRANGEMENTS






None.




TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS


FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008


(Property
expenditures in U.S. dollars, as per agreement)




Option
      Payments and Exploration Expenditures
                
                Total
                
                
                Less
      than
                  1
      year
                
                
                1-3
      Years
                
                
                3-5
      Years
                
                More
      than
                  5
      yearsSierra
      Ramirez Property (1)
                
                $
                6,021,700
                
                
                $
                493,750
                
                
                $
                2,427,950
                
                
                $
                3,100,000
                
                NilCinco
      de Mayo Property (2)
                
                $
                350,000
                
                
                $
                350,000
                
                
                Nil
                
                
                Nil
                
                NilSello
      Property
                
                $
                2,180,000
                
                
                $
                220,000
                
                
                $
                1,300,000
                
                
                
                1,300,000
                
                NilOther
      Properties
                
                $
                470,000
                
                
                $
                50,000
                
                
                Nil
                
                
                Nil
                
                NilTotal
      (US $)
                
                $
                9,021,700
                
                
                $
                1,113,750
                
                
                $
                4,400,000
                
                
                $
                4,400,000
                
                Nil


Notes:


(1)
            Of
      the final payment in the amount of US$650,000 for the original property
      option, due January 14, 2011, up to US$500,000 may be paid in common
      shares of the Company.  In 2007 and 2008, the Company acquired
      options on five other mineral rights packages surrounding the original
      block, resulting in the combined optional payments shown for the Sierra
      Ramirez Property.




(2)
            Comprised
      of US$350,000 in option payments. Half of the remaining $350,000 option
      payment may be paid in common shares at a deemed price per share equal to
      the average trading price of MAG’s common shares for 30 calendar days
      prior to the date of the
payment.









IDENTIFICATION
OF THE AUDIT COMMITTEE






The
Registrant has a separately designated standing Audit Committee. The members of
the Audit Committee are:







Chair:
              Derek
      WhiteMembers:
              Eric
      CarlsonR.
      Michael Jones










UNDERTAKING






The
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.







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 Annual
Report on Form 40-F to be signed on its behalf by the undersigned, thereto duly
authorized.








Registrant:                      MAG Silver Corp.





By:                      /s/ “Daniel
T. MacInnis”


Name:  Daniel T.
MacInnis


Title:   President and
Chief Executive Officer


Dated:  March 13,
2009





EXHIBITS





23.1
            Consent
      of Independent Registered Chartered Accountants, Deloitte & Touche
      LLP.





23.2
            Consent
      of Clancy Wendt, P.Geo.





23.3
            Consent
      of Stephen W. Wetherup, BSc.,
P.Geo.





23.4
            Consents
      of Dominic Chartier, P.Geo., Glen Coe, P.Geo. and Jean-Francois Couture,
      Ph.D., P.Geo.





23.5
            Consents
      of Brad Leonard, M.Sc., P.Geo. and Julie Selway, Ph.D.,
    P.Geo.





23.6
            Consents
      of William E. Roscoe, Ph.D. P.Eng. and David Ross,
  P.Geo.





31.1
            Certification
      by the Chief Executive Officer of the Registrant pursuant to Rule
      13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.





31.2
            Certification
      by the Chief Financial Officer of the Registrant pursuant to Rule
      13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.





32.1
            Certification
      by the Chief Executive Officer of the Registrant pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002.





32.2
            Certification
      by the Chief Financial Officer of the Registrant pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002.





99.1
            Registrant’s
      Annual Information Form for the fiscal year ended December 31,
      2008.





99.2
            Registrant’s
      Consolidated Annual Audited Financial Statements and accompanying
      Management’s Discussion and Analysis for the fiscal year ended December
      31, 2008.