**SECURITIES
AND EXCHANGE COMMISSION**


**Washington,
D.C. 20549**


**FORM
40-F**


___
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) of the Securities Exchange Act
of 1934




For
the fiscal year ended 12/31/04 Commission File Number 0-30308




**SOUTHWESTERN
RESOURCES CORP.**


(Exact
Name of Registrant as Specified in its Charter)




British
Columbia, Canada


(Province
or Other Jurisdiction of Incorporation or Organization)




Suite
1650 - 701 West Georgia Street


Vancouver,
British Columbia, Canada V7Y 1C6


(604)
669-2525


(Address
and Telephone Number of Registrant’s Principal Executive Offices)





Susan
K. Shapiro, Esq.


Perkins,
Smith & Cohen, LLP


One
Beacon Street, Boston, MA 02108


(617)
854-4000


(Name,
Address and Telephone Number of Agent for Service in the United
States)




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


COMMON
SHARES WITHOUT PAR VALUE
(Title
of Class)

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

Title of Each
      Class
    
    Name
      of Each Exchangeon
      Which RegisteredN/A
    
    N/A





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


N/A


(Title
of Class)




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




[X] Annual
      information form
    [X]
      Audited 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:





43,006,174
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.





YES
___ 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.





YES
_X_ NO ___






SWG
Form 40-F 2004
 1


**PRINCIPAL
DOCUMENTS**

The following documents
of Southwestern Resources Corp. (the “Company”) have been filed as part of this
Annual Report on Form 40-F:

1. Renewal Annual
Information Form of the Company for the year ended December 31, 2004 included
herein as Exhibit 99.1.

2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations of the
Company for the year ended December 31, 2004 included herein as Exhibit 99.2.

3. Audited Financial
Statements of the Company for the years ended December 31, 2004 and 2003,
together with the auditor’s report thereon included herein as Exhibit 99.3 and
99.4. (Note 16 to the Audited Financial Statements relates to differences
between Canadian and United States Generally Accepted Accounting Principles.)

**CONTROLS
AND PROCEDURES**

**Disclosure
Controls and Procedures**

As of December 31, 2004,
an evaluation was carried out by the Company’s Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the Company’s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities
Exchange Act of 1934, as amended). Based on that evaluation, the Company’s Chief
Executive Officer and Chief Financial Officer concluded that the disclosure
controls and procedures were effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.

**Internal
Control over Financial Reporting**

During the fiscal year
ended December 31, 2004, there were no changes in the Company’s internal control
over financial reporting that have materially affected, or are reasonably likely
to materially affect, the Company’s internal control over financial reporting.

**NOTICES
PURSUANT TO REGULATION BTR**

None.

**AUDIT
COMMITTEE FINANCIAL EXPERT**

The Company has an Audit
Committee established by the Board of Directors. The members of the Audit
Committee are W. David Black, James B. Hume and William D. McCartney. The Board
has designated James B. Hume as the “Audit Committee Financial Expert” as that
term is defined under Section 407 of the Sarbanes-Oxley Act of 2002. Mr. Hume is
“independent” as that term is defined under the rules of the American Stock
Exchange.

**CODE OF
ETHICS**

The Company has adopted
a Code of Business Conduct and Ethics that applies to all directors, officers
and employees, including its Chief Executive Officer, Chief Financial Officer
and principal accounting officer. A copy of the Company’s Code of Business
Conduct and Ethics is available to any person without charge, upon request to
the Company’s office at Suite 1650, 701 W. Georgia Street, Vancouver, BC, Canada
V7Y 1C6.

**PRINCIPAL
ACCOUNTANT FEES AND SERVICES**

SWG
Form 40-F 2004
 2


The aggregate amounts
billed by Deloitte & Touche LLP (“D&T”) to the Company for each of the
fiscal years ended December 31, 2004 and 2003 for audit fees, audit-related
fees, tax fees and all other fees are set forth below:

Year
      Ended
    
    Year
      Ended31-Dec-04
    
    31-Dec-03Audit Fees
      (1)
    
    $
    92,500
    
    $
    87,300Audit-Related
      Fees (2)
    
    $
    6,400
    
    $
    4,500Tax Fees
      (3)
    
    $
    7,325
    
    $
    48,000All Other
      Fees
    
    $
    --
    
    $
    --Totals
    
    $
    106,225
    
    $
    139,800


NOTES:

(1) “Audit Fees”
represent fees for the audit of the Company’s annual financial statements,
review of the Company’s interim financial statements and review in connection
with the Company’s statutory and regulatory filings.

(2) “Audit-Related Fees”
represent fees for assurance and related services that are related to the
performance of the audit, principally for consultation concerning financial
accounting and reporting standards. The audit-related fees in 2004 pertain to
assistance with compliance with Section 302 of the Sarbanes-Oxley Act and review
of the Company’s audit committee charter.

(3) “Tax Fees” represent
fees for tax compliance, tax advice and tax planning. The nature of the services
comprising the fees disclosed under this category includes preparation of tax
returns, tax advice in relation to employee stock option benefits and tax
planning involving the Company’s offshore entities.

The Audit Committee
pre-approves the services to be provided by the external auditor as part of the
audit engagement. The Audit Committee also pre-approves the non-audit related
services provided by the external auditor with a view to ensuring independence
of the auditor, and in accordance with any applicable regulatory requirements,
including the requirements of The Toronto Stock Exchange with respect to
approval of non-audit related services performed by the external auditor. All of
the fees paid to D&T in 2004 were pre-approved by the audit
committee.

**OFF-BALANCE
SHEET ARRANGEMENTS**

The Company has no
off-balance sheet arrangements required to be disclosed in this Annual Report on
Form 40-F.

**TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS**

With respect to
contractual obligations, the Company has commitments relating to its leasehold
obligations totaling $187,546 over two years (2005 - $132,386; 2006 -
$55,160).

**UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS**

**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.

**Consent to
Service of Process**

The Registrant has
previously filed with the Commission a Form F-X in connection with the filing of
its Annual Report on Form 40-F for the year ended December 31, 2003.



SWG
Form 40-F 2004
 3


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

SOUTHWESTERN RESOURCES
CORP.Registrant

By:/s/ Parkash K.
AthwalName:
Parkash K. AthwalTitle: Vice President, Finance and CFO

Date:March 28,
2005

SWG
Form 40-F 2004
 4


**EXHIBIT INDEX**

The following
exhibits have been filed as part of this annual report:

99.1
    Annual Information Form of the Company for the fiscal year
      ended December 31, 200499.2
    Management’s Discussion and Analysis of the Company for the
      year ended December 31, 200499.3
    Report of Independent Registered Chartered Accountants dated
      February 25, 200599.4
    Audited Consolidated Financial Statements of the Company for
      the years ended December 31, 2004 and 2003 (Note 16 to the Audited
      Consolidated Financial Statements relates to differences between Canadian
      and United States Generally Accepted Accounting
  Principles)99.5
    Consent of Deloitte & Touche LLP, independent
      registered chartered accountants99.6
    Consent of L.D.S. Winter99.7
    Certification of Chief Executive Officer Pursuant to Rule
      13a-14(a) under the Securities Exchange Act of 1934, as
    amended99.8
    Certification of Chief Financial Officer Pursuant to Rule
      13a-14(a) under the Securities Exchange Act of 1934, as
    amended99.9
    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 200299.10
    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 2002




SWG
Form 40-F 2004
 5