UN1TED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      20-F/A-2


Amendment
      No. 2





(Mark
      One)





 ̈
            REGISTRATION
                STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
                ACT
                OF 1934





OR





þ
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


For
      the fiscal year ended December
      31, 2006





OR





 ̈
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


OR





 ̈
            SHELL
                COMPANY REPORT PURSUANT
                TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934


Date
      of
      event requiring this shell company report.......................





For
      the transition period from______________to_______________





Commission
      file number0-50437





MAG
      Silver Corp.


(Exact
      name of Registrant as specified in its charter)





Not
      Applicable


(Translation
      of Registrant’s name into English)





British
      Columbia


(Jurisdiction
      of incorporation or organization)





Suite
      328, 550 Burrard Street, Vancouver, British Columbia, Canada, V6C
      2B5


(Address
      of principal executive offices)





Securities
      registered or to be registered pursuant to Section 12(b) of the
      Act.











Title
      of each
      class                             
Name of each exchange on which


registered





Common
      Shares without Par
      Value                   The
      American Stock Exchange








Securities
      registered or to be registered pursuant to Section 12(g) of the
      Act.


N/A


(Title
      of
      Class)





Securities
      for which there is a reporting obligation pursuant to Section 15(d)of the
      Act.





N/A


(Title
      of
      Class)





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.


37,928,610
      Common Shares at December 31, 2006




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.


 ̈Yes
þNo





If
      this
      report is an annual or transition report, indicate by check mark if the
      registrant is not required to file reports pursuant to Section 13 or 15(d)
      of
      the Securities Exchange Act of 1934.


 ̈Yes
þ
                No


Note
      —Checking
      the box above will not relieve any registrant required to file reports pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their
      obligations under those Sections.





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.


þYes
 ̈
                No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):


Large
      accelerated filer  ̈                      Accelerated
      filer þ                          Non-accelerated
      filer  ̈





Indicate
      by check mark which financial statement item the registrant has elected to
      follow.


þItem
      l7 ̈Item
      l8








If
      this
      is an annual report, indicate by check mark whether the registrant is a shell
      company (as defined in Rule 12b-2 of the Exchange
      Act).                                            ̈Yes    þNo





(APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
      YEARS)





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court.


 ̈Yes ̈No








EXPLANATORY
      NOTE





This
      Amendment No. 2 is filed for the sole purpose of correcting a typographical
      error:  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
      Amendment No. 1 to the Company’s Annual Report on Form 20-F for the year ended
      December 31, 2006 is 37,928,610 Common Shares at December 31, 2006.





This
      20-F/A-2 consists of a cover page, this explanatory note, the signature page,
      and a new set of certifications required by Exchange Act Rules 13a-14(a) and
      13a-14(b) for each principal executive officer and principal financial officer
      of the Company, with such certifications filed as exhibits to this Amendment
      No.
      2 as required by Exchange Act Rule 12b-15.





Other
      than as expressly set forth above, this Form 20-F/A-2 does not, and does not
      purport to, amend, update, or restate the information in any Item of the
      Company’s Annual Report on Form 20-F for the year ended December 31, 2006 which
      was filed on June 15, 2007 or the Form 20-F/A-1 filed on January 11, 2008,
      or
      any events which have occurred after the filing of those forms.





Item
      19.                      
Exhibits





The
      following exhibits are filed with this Amendment No. 2 to the Company’s Annual
      Report on Form 20-F for the year ended December 31, 2006 as originally filed
      on
      June 15, 2007:





Exhibit
                Reference #
            Name31.1
            Certification
                of Daniel T. MacInnis, Chief Executive
                Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of
                200231.2
            Certification
                of Frank Hallam, Chief Financial Officer,
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232.1
            Certification
                of Daniel T. MacInnis, Chief Executive
                Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of
                200232.2
            Certification
                of Frank Hallam, Chief Financial Officer,
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002





SIGNATURES


The
      registrant hereby certifies that it meets all of the requirements for filing
      on
      Form 20-F and that it has duly caused and authorized the undersigned to sign
      this Amendment No. 2 to its annual report on its behalf.


MAG
      Silver Corp.


(Registrant)


“Daniel
      MacInnis”


Daniel
      T.
      MacInnis





Date:                      
      14
      January
      2008