UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 40-F/A





Amendment No. 1

(Check one)



| ̈ | 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 December 31, 2007

Commission file number
000-22731





MINERA ANDES INC.

(Exact name of
Registrant as specified in its charter)







|                                                                |  |                                                                               |  |                                                                        
|--------------------------------------------------------------- |  | ----------------------------------------------------------------------------- |  | -----------------------------------------------------------------------
|Alberta, Canada (Jurisdiction of incorporation or organization) |  | 1040 (Primary Standard Industrial Classification Code Number (if applicable)) |  | Not applicable (I.R.S. Employer Identification Number (if applicable) )

111 E. Magnesium Road, Suite A, Spokane, Washington 99208

(509) 921-7322

(Address and
telephone number of Registrants 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:
|None                |  | N/A                                       





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

Common shares without par value

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

Common shares without
par value

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 by the annual report:

180,974,912 Common Shares

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.

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 Securities 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   ̈









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EXPLANATORY NOTE

Minera Andes Inc. (the Company) is filing this amendment to its Annual Report on Form 40-F for the year ended December 31, 2007 solely for the purpose of filing an exhibit (Exhibit 99.13) that was
omitted from the original filing. Other than the addition of Exhibit 99.13, this amendment does not update or change the information in any item of the Form 40-F or reflect any events that have occurred after the Form 40-F was filed.

UNDERTAKING

The Company undertakes to make
available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC 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.



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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, thereto duly
authorized.



|                  |  |                                                         |  |  |  |       |  |                                                          
|----------------- |  | ------------------------------------------------------- |  |  |  | ----- |  | ---------------------------------------------------------
|MINERA ANDES INC. |  |                                                         |  |  |  |      
|Registrant        |  |                                                         |  |  |  |      
|                  |  |                                                         |  | 
|By:               |  | /s/ Allen V. Ambrose                                    |  |  |  | By:   |  | /s/ Henry A. John                                        
|                  |  | Allen V. Ambrose, President and Chief Executive Officer |  |  |  |       |  | Henry A. John, Principal Accounting and Financial Officer
|                  |  |                                                         |  | 
|Date:             |  | April 14, 2008                                          |  |  |  | Date: |  | April 14, 2008                                           



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EXHIBIT INDEX



|        |  |                                                                                                                                      
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                          
|99.1    |  | Annual Information Form*                                                                                                             
|        | 
|99.2    |  | Audited Annual Financial Statements*                                                                                                 
|        | 
|99.3    |  | Managements Discussion and Analysis*                                                                                                
|        | 
|99.4    |  | Consent of BDO Dunwoody LLP*                                                                                                         
|        | 
|99.5    |  | Chief Executive Officers Section 302 Certification                                                                                  
|        | 
|99.6    |  | Chief Financial Officers Section 302 Certification                                                                                  
|        | 
|99.7    |  | Chief Executive Officers Section 906 Certification                                                                                  
|        | 
|99.8    |  | Chief Financial Officers Section 906 Certification                                                                                  
|        | 
|99.9    |  | NI 43-101 Technical Report - San Jose Property, Santa Cruz Province, Argentina*                                                      
|        | 
|99.10   |  | NI 43-101 Technical Report - Los Azules Copper Project, San Juan Province, Argentina*                                                
|        | 
|99.11   |  | Certificate of Author for Donald B. Tschabrun MAusIMM*                                                                               
|        | 
|99.12   |  | Consent of Author for Donald B. Tschabrun MAusIMM*                                                                                   
|        | 
|99.13   |  | Consent of Author for William Colquhoun, FSAIMM; Emmanuel Henry, MAusIMM; Armando Simon, R. P. Geol (AIG); and Pierre Rocque, P. Eng.



|* | Previously filed as an exhibit to this Form 40-F Annual Report as originally filed on March 31, 2008
|- | ----------------------------------------------------------------------------------------------------