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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

October 7, 2008

(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		7

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Fresnillo plc

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

WC (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

9,314,877

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

9,314,877

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,314,877

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 19.0%

TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS


CUSIP No.		55903Q 104		Page		3		of		7

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Industrias Peñoles, S.A.B. de C.V.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

WC (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United Mexican States (Mexico)

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

9,746,193

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

9,746,193

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,746,193

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 19.8%

TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS


CUSIP No.		55903Q 104		Page		4		of		7

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Minas Peñoles, S.A. de C.V.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

WC (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United Mexican States (Mexico)

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

185,600

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

185,600

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

185,600

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 0.4%

TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS


CUSIP No.		55903Q 104		Page		5		of		7

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Lic. Alberto Baillères

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS*

OO (please see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United Mexican States (Mexico)

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

9,746,193

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

9,746,193

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,746,193

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

Approximately 19.8%

TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS

This Amendment No. 1 (this “Amendment”) amends and supplements the statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on October 2, 2008 (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 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended to add the following after the fourth paragraph of Item 3 in the Original Schedule 13D:

On October 7, 2008, Fresnillo purchased an aggregate of 2,512,600 Shares for total consideration of Canadian$12,561,994.96. The acquisition was funded by working capital.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and (b) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

(a) - (b) The Reporting Persons beneficially own an aggregate of 9,746,193 Shares, which represents approximately 19.8% of the outstanding Shares (based on the number of Shares outstanding as contained in the Issuer’s most recently available filing with the Securities and Exchange Commission). See Schedule 1 to the Original Schedule 13D for the aggregate number and percentage of Shares beneficially owned by each Listed Person. The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference. See Schedule 1 to the Original Schedule 13D for the information applicable to the Listed Persons.

Item 5(c) of the Original Schedule 13D is hereby amended to add the following:

The following purchases of Shares have been made by Fresnillo since the date the Original Schedule 13D was filed with the Commission:


			Description of
Date	Shares Acquired	Price Per Share	Transaction

October 7, 2008	2,300	Canadian$4.85	Open market purchase
October 7, 2008	900	Canadian$4.87	Open market purchase
October 7, 2008	2,000	Canadian$4.89	Open market purchase
October 7, 2008	1,000	Canadian$4.90	Open market purchase
October 7, 2008	200	Canadian$4.93	Open market purchase
October 7, 2008	6,200	Canadian$4.95	Open market purchase
October 7, 2008	2,500,000	Canadian$5.00	Open market purchase

The transactions listed above were the only transactions in the Shares effected since the date the Original Schedule 13D was filed with the Commission by the Reporting Persons, and, to the knowledge of the Reporting Persons, the individuals set forth on Schedule 1 of the Original Schedule 13D.

Item 7. Material to Be Filed as Exhibits.

99.1

Joint Filing Statement (incorporated by reference to Exhibit 99.1 to the Original Schedule 13D filed with the Commission on October 2, 2008).

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: October 9, 2008


	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 Bailléres

EXHIBIT INDEX

99.1

Joint Filing Statement (incorporated by reference to Exhibit 99.1 to the Original Schedule 13D filed with the Commission on October 2, 2008).