**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C.  20549**







**FORM
      40-F**





o Registration
      statement pursuant to Section 12 of the Securities Exchange Act of
      1934


or


xAnnual
      report pursuant
      to Section 13(a) or 15(d) of the Securities Exchange Act of 1934





For
      the
      fiscal year ended August 31,
      2007                                                                                                           Commission
      File Number 001-33562












**Platinum
      Group Metals Ltd.**


(Exact
      name of registrant as specified in its charter)





**British
                Columbia**
              (Province
                or Other Jurisdiction of Incorporation or Organization)
            **1099**
              (Primary
                Standard Industrial Classification Code)
            **Not
                Applicable**
              (I.R.S.
                Employer
              Identification
                No.)





**Bentall
      Tower 5**


**Suite
      328 - 550 Burrard Street**


**Vancouver,
      BC**


**Canada
      V6C 2B5**


**(604)
      899-5450**


(Address
      and telephone number of registrant’s principal executive offices)







**DL
                Services Inc.**
              **U.S.
                Bank Centre, 1420 5th
                Avenue,
                Suite 3400**
              **Seattle,
                WA  98101-4010**
              **(206)
                903-8800**
              (Name,
                address (including zip code) and telephone number (including area
                code) of
                agent for service in the United
                States)









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




Title
                of Each Class:
            Name
                of Each Exchange On Which Registered:**Common
                Shares, no par value**
            **American
                Stock Exchange**











Securities
      registered pursuant to Section 12(g) of the
      Act:  **None**






Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act:  **None**






For
      annual reports, indicate by check mark the information filed with this
      form:






xAnnual
      Information
      Form                                                                        x   Audited
      Annual Financial
      Statements




At
      **August 31, 2007**, the Registrant had outstanding 60,988,747
      common shares without par value.




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.oYesxNo






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. xYesoNo












**DOCUMENTS
      INCORPORATED BY REFERENCE**




The
      annual information form (“AIF”) of Platinum Group Metals Ltd. (the “Registrant”
or the “Company”) for the fiscal year ended August 31, 2007 is incorporated
      herein by reference.




The
      audited consolidated financial statements of the Company for the years ended
      August 31, 2007 and 2006, including the report of the auditors with respect
      thereto, are incorporated herein by reference.  For a reconciliation
      of important differences between Canadian and United States generally accepted
      accounting principles, see Note 15 to the Company’s audited consolidated
      financial statements.




The
      Company’s management’s discussion and analysis (“MD&A”) for the year ended
      August 31, 2007 is incorporated herein by reference.




The
      management information circular of the Company for the annual general meeting
      of
      shareholders to be held on January 8, 2008 is incorporated herein by
      reference.




**EXPLANATORY
      NOTE**




The
      Company is a Canadian issuer eligible to file its annual report pursuant to
      Section 13 of the Exchange Act on Form 40-F.  The Company is a
“foreign private issuer” as defined in Rule 3b-4 under the Exchange
      Act.  Accordingly, the Company’s equity securities are exempt from
      Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to
      Rule
      3a12-3.




The
      Company is permitted, under a multi-jurisdictional disclosure system adopted
      by
      the United States, to prepare this annual report on Form 40-F in accordance
      with
      Canadian disclosure requirements, which are different from those of the United
      States.




The
      Company prepares its financial statements in accordance with Canadian generally
      accepted accounting practices (“GAAP”), and they may be subject to Canadian
      auditing and auditor independence standards.  Accordingly, the
      financial statements of the Company included in this report may not be
      comparable to financial statements of United States
      companies.  Significant differences between Canadian GAAP and United
      States GAAP are described in Note 13****to the audited
      consolidated financial statements of the Company included in this
      report.




**FORWARD
      LOOKING STATEMENTS**




This
      report contains forward-looking statements concerning anticipated developments
      in the operations of the Company in future periods, planned exploration and
      development activities, the adequacy of the Company’s financial resources and
      other events or conditions that may occur in the
      future.  Forward-looking statements are frequently, but not always,
      identified by words such as “expects,” “anticipates,” “believes,” “intends,”
“estimates,” “potential,” “possible” and similar expressions, or statements that
      events, conditions or results “will,” “may,” “could” or “should” occur or be
      achieved.  Information concerning the interpretation of drill results
      and mineral resource or reserve estimates also may be deemed to be
      forward-looking statements, as such information constitutes a prediction of
      what
      mineralization might be found to be present if and when a project is actually
      developed.  Forward-looking statements are statements about the future
      and are inherently uncertain, and actual achievements of the Company or other
      future events or conditions may differ materially from those reflected in the
      forward-looking statements due to a variety of risks, uncertainties and other
      factors, including, without limitation, those described in the AIF included
      in
      this report.




The
      Company’s forward-looking statements are based on the beliefs, expectations and
      opinions of management on the date the statements are made and the Company
      assumes no obligation to update such forward-looking statements in the
      future.  For the reasons set forth above, investors should not place
      undue reliance on forward-looking statements.




**DISCLOSURE
      CONTROLS AND PROCEDURES**




The
      information provided under the heading “Disclosure Controls and Internal Control
      Over Financial Reporting” contained in the Company’s MD&A is incorporated by
      reference herein.




**MANAGEMENT’S
      REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING**




The
      information provided under the heading “Disclosure Controls and Internal Control
      Over Financial Reporting” contained in the Company’s MD&A is incorporated by
      reference herein.




**CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING**




The
      information provided under the heading “Disclosure Controls and Internal Control
      Over Financial Reporting” contained in the Company’s MD&A is incorporated by
      reference herein.




**AUDIT
      COMMITTEE FINANCIAL EXPERT**




The
      information provided under the heading “Directors and Officers – Audit Committee
      and Background” contained in the Company’s AIF is incorporated by reference
      herein.




**INDEPENDENT
      ACCOUNTANTS’ FEES**




The
      information provided under the headings “Directors and Officers – Independent
      Auditor’s Fees” and “Directors and Officers – Pre-Approval Policies and
      Procedures” contained in the Company’s AIF is incorporated by reference
      herein.




**CODE
      OF ETHICS**




The
      information provided under the heading “Directors and Officers - Code of Ethics”
contained in the Company’s AIF is incorporated by reference herein.




**OFF-BALANCE
      SHEET ARRANGEMENTS**




The
      information provided “Discussion of Operations and Financial Conditions –
Off-Balance Sheet Arrangements” contained in the Company’s MD&A is
      incorporated by reference herein.




**TABULAR
      DISCLOSURE OF CONTRACTUAL OBLIGATIONS**




The
      information provided under the heading “Liquidity and Capital Resources”
contained in the Company’s MD&A is incorporated by reference
      herein.




**UNDERTAKINGS**




The
      Company 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 to
      transactions in said securities.





**CONSENT
      TO SERVICE OF PROCESS**




The
      Company has concurrently filed with the Commission a written consent to service
      of process and power of attorney on Form F-X.  Any change to the name
      or address of the Company’s agent for service shall be communicated promptly to
      the Commission by amendment to the Form F-X referring the file number of the
      Company.





**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 amended
      annual report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**PLATINUM
      GROUP METALS LTD.**





*“R.
      Michael Jones”*





R.
      Michael Jones


President,
      Chief Executive Officer and Director







Date:
      November 29, 2007









**EXHIBIT
      INDEX**




The
      following documents are being filed with the Commission as exhibits to this
      amended annual report on Form 40-F.




Exhibit
            Description1.
            Annual Information Form2.
            Audited Consolidated Financial Statements
                for the years ended August 31, 2007 and 2006, including the report
                of the
                auditors with respect thereto3.
            Management’s Discussion and Analysis for the
                year ended August 31, 20074.
            Information Circular5.
            Certification of Chief Executive Officer
                as
                Required by Rule 13a-14(a) under the Exchange Act6.
            Certification of Chief Financial Officer
                as
                Required by Rule 13a-14(a) under the Exchange Act7.
            Certification of Chief Executive Officer
                Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 20028.
            Certification of Chief Financial Officer
                Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 20029.
            Consent of PricewaterhouseCoopers
                LLP10.
            Consent of Deloitte & Touche
                LLP11.
            Consents of Charles J. Muller
                and
                Minxcon (Pty) Ltd12.
            Consents of Snowden Mining Industry
                Consultants, David Gray and Adam Miethke13.
            Consents of Turnberry Projects
                (Pty)
                Ltd, Gordin I Cunningham and Timothy V. Spindler14.
            Consent of Global Geo Services (Pty)
                Ltd