SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )

MAG Silver Corp.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

55903Q 104

(CUSIP Number)

Ing. Jaime Lomelín
Fresnillo plc
Corporativo BAL, 4th Floor
Moliere 222, Col. Los Morales, Seccion Polanco
11540 Mexico, D.F., Mexico
Telephone: (52 55) 5279-3000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 22, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 55903Q 104  Page 2  of  8 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fresnillo plc
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC (please see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			9,314,877
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			9,314,877
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,314,877
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	Approximately 19.0%
14	TYPE OF REPORTING PERSON*
	CO

*SEE INSTRUCTIONS

CUSIP No. 55903Q 104  Page 3  of  8 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Industrias Peñoles, S.A.B. de C.V.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC (please see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States (Mexico)
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			9,746,193
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			9,746,193
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,746,193
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	Approximately 19.8%
14	TYPE OF REPORTING PERSON*
	CO

*SEE INSTRUCTIONS

CUSIP No. 55903Q 104  Page 4  of  8 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Minas Peñoles, S.A. de C.V.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC (please see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States (Mexico)
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			185,600
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			185,600
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	185,600
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	Approximately 0.4%
14	TYPE OF REPORTING PERSON*
	CO

*SEE INSTRUCTIONS

CUSIP No. 55903Q 104  Page 5  of  8 

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lic. Alberto Baillères
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO (please see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Mexican States (Mexico)
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			9,746,193
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			9,746,193
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,746,193
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	Approximately 19.8%
14	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS

     This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D that was originally filed by the Reporting Persons with the Securities and Exchange Commission on October 2, 2008 and subsequently amended on October 9, 2008 and December 2, 2008 (as so amended prior to the date hereof, the “Original Schedule 13D”). Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Schedule 13D.

Item 4. Purpose of Transaction.

     Item 4 of the Schedule 13D is hereby supplemented and amended, in pertinent part, by the following:

     On June 22, 2009, Fresnillo issued a press release (the “June 22 Release”) in which it publicly announced its decision to withdraw its previously announced plans to make an offer, through Fresbal, to the Issuer’s shareholders for all of the outstanding common shares of the Issuer not owned by Fresnillo and its affiliates for US$4.54 per share in cash (the “Withdrawn Offer”). Fresnillo first publicly announced its intention to make the Withdrawn Offer on December 1, 2008. A copy of the June 22 Release is filed as Exhibit 99.4 to this Amendment and is incorporated by reference herein.

          The Reporting Persons are holding the Shares for investment purposes and intend to continue to evaluate their investment and the Issuer on an ongoing basis. The Reporting Persons intend to take such actions with respect to their investment and the Issuer as they deem appropriate, which actions may include, without limitation, the disposition of all or any portion of the Shares they beneficially own through open market transactions, block trades, privately negotiated transactions or otherwise, or the pursuit of such other actions with respect to the Share investment and the Issuer as they deem appropriate, subject to any restrictions and other requirements under applicable laws and regulations.

     The Reporting Persons may further consider their options in relation to the Shares. On the date hereof, the Reporting Persons have not determined any specific course of action which they may ultimately take. Any future actions with regard to their Share investment and the Issuer will be dependent on their evaluation of market conditions, current and anticipated future trading prices of the shares, the financial condition, results of operations and prospects of the Issuer, general economic and industry conditions, and other factors that the Reporting Persons may deem relevant. The Reporting Persons retain the right to determine in the future whether to adopt any plans or proposals with respect to the Share investment or the Issuer.

Item 7. Material to Be Filed as Exhibits.

     Item 4 of the Schedule 13D is hereby supplemented by the following:

     99.4     Press release dated June 22, 2009 (filed herewith).

6

SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

     Dated: June 22, 2009

Fresnillo plc
By:	/s/ Ing. Jaime Lomelín
	Ing. Jaime Lomelín
	Chief Executive Officer
Industrias Peñoles, S.A.B. de C.V.
By:	/s/ Lic. Leopoldo Alarcón
	Lic. Leopoldo Alarcón
	Chief Financial Officer
Minas Peñoles, S.A. de C.V.
By:	/s/ Lic. Leopoldo Alarcón
	Lic. Leopoldo Alarcón
	Chief Financial Officer
Lic. Alberto Baillères
/s/ Lic. Alberto Baillères

EXHIBIT INDEX

99.1	Joint Filing Statement (previously filed).
99.2	Letter from Fresbal to Issuer dated December 1, 2008 (previously filed).
99.3	Press release dated December 1, 2008 (previously filed).
99.4	Press Release dated June 22, 2009 (filed herewith).

EX-99.4

Exhibit 99.4

Fresnillo Plc
28 Grosvenor Street
London W1K 4QR
United Kingdom
www.fresnilloplc.com

22 June 2009

Fresbal withdraws its proposal to make an offer for
the shares of MAG Silver Corp.

London, Toronto, Mexico City: Fresnillo plc (^“Fresnillo^”) announces today that its subsidiary Fresbal Investments Ltd. (^“Fresbal^”) has issued an announcement regarding its previously announced intention to acquire the common shares of MAG Silver Corp (TSX: MAG, AMEX: MVG) (^“MAG Silver^”). The announcement follows below.

FRESBAL INVESTMENTS, LTD.
Corporativo BAL, Cuarto Piso
Moliere 222, Col. Los Morales-Polanco,
11540, D.F., México

FRESBAL INTENDED OFFER FOR MAG SILVER NO LONGER IN THE BEST
INTERESTS OF FRESNILLO SHAREHOLDERS

After more than six months since announcing, on December 1, 2008, its intention to make an offer for 100% of MAG Silver Corp.’s (“MAG”) (TSX: MAG, AMEX: MVG) shares not owned by Fresnillo plc (“Fresnillo”) or its affiliates, Fresnillo today has announced its decision to withdraw such intended offer (the “Offer”) to be made through Fresbal Investment Ltd (“Fresbal”) as it is no longer in the best interests of Fresnillo shareholders.

Fresnillo’s decision reflects the fact that even after this protracted period of time, it has not been possible to conclude the independent valuation of MAG required under applicable Canadian securities laws in order to permit the offer to proceed and it is not clear to Fresnillo when or if this will happen.

The supervision of the valuation process has been the responsibility of MAG’s Independent Committee which, in its opinion, has not been satisfied with the level of information that Fresnillo has been willing and able to produce in order to conclude the valuation, beyond the information regarding the property jointly held by Fresnillo and

MAG. Fresnillo and its advisors have received the advice of valuation experts such as Paradigm Capital Inc., in its independent expert’s report, and Scotia Capital, as financial advisor to Fresnillo, that a valuation could be prepared for such purposes with the information that Fresnillo was willing and able to produce.

Fresnillo recognizes the efforts of the Ontario Securities Commission (“OSC”) in order to expedite the bid process. However, Fresnillo considers that the document production order as issued by the OSC will require significant time, effort and money to be expended, without knowing even at this time (after more than 200 days since the Offer was announced) whether a valuation will ever be received or the Offer can ever be made.

These risks to the successful completion of the transaction have resulted in Fresnillo’s decision to withdraw its Offer for MAG immediately. Despite the withdrawal of the Offer, Fresnillo remains committed to the growth of the Company, and our growth objectives remain intact.

Fresnillo highly regrets that it was unable to deliver what would essentially be a free option to MAG’s shareholders for them to evaluate.

Cautionary Information Regarding Forward-Looking Statements

Statements about the intentions of Fresnillo plc and Fresbal Investments Ltd. and all other statements in this release other than historical facts constitute forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. The statements are based upon Fresnillo plc’s current expectations and beliefs and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward looking statements. Fresnillo plc disclaims any obligation to update or revise the information in this news release based on new information or otherwise, unless otherwise required by law.

For further information please visit www.fresnilloplc.com or contact:

Fresnillo plc

London Office
Octavio Alvidrez, Head of Investor Relations	Tel: +44(0)20 7399 2470
Mexico City Office
Gabriela Mayor	Tel: +52555 279 3203
JPMorgan Cazenove	Tel: +44 (0)20 7588 2828
Andrew Wray
Brunswick	Tel: +44(0)20 7404 5959
Patrick Handley
Carole Cable