U.S.
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


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





For the
fiscal year ended August 31,
2008                                                                                                           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:






Annual Information
Form                                                                           Audited Annual Financial
Statements




At August 31, 2008, the
Registrant had outstanding 62,649,247 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.YesNo






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. YesNo






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, 2008 is incorporated
herein by reference.




The
audited consolidated financial statements of the Company for the years ended
August 31, 2008, 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 14 to the Company’s audited consolidated
financial statements.




The
Company’s management’s discussion and analysis (“MD&A”) for the year ended
August 31, 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 incorporated by reference 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 14to the audited
consolidated financial statements of the Company incorporated by reference 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 incorporated
by reference 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” 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.




IDENTIFICATION
OF THE AUDIT COMMITTEE




The
information provided under the heading “Directors and Officers – Audit Committee
Composition and Background” contained in the Company’s AIF is incorporated by
reference herein.  The Company has a separately-designated standing
audit committee established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended.




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




PLATINUM
GROUP METALS LTD.





/s/ R. Michael
Jones


R.
Michael Jones


President,
Chief Executive Officer and Director







Date:
December 1, 2008







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, 2008,
      2007 and 2006, including the report of the auditors with respect
      thereto3.
              Management’s
      Discussion and Analysis for the year ended August 31, 20084.
              Certification
      of Chief Executive Officer as Required by Rule 13a-14(a) under the
      Exchange Act5.
              Certification
      of Chief Financial Officer as Required by Rule 13a-14(a) under the
      Exchange Act6.
              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 20027.
              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 20028.
              Consent
      of PricewaterhouseCoopers LLP9.
              Consent
      of Deloitte & Touche LLP10.
              Consent
      of Coffey Mining (South Africa) (Pty) Ltd.11.
              Consent
      of Minxcon (Pty) Ltd.12.
              Consent
      of Turnberry Projects (Pty) Ltd.13.
              Consent
      of Wardrop Engineering Inc.