6-K

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For: January 26, 2007

MAG Silver Corp.

(SEC File No. 0-50437)

328 – 550 Burrard Street, Vancouver BC, V6C 2B5, CANADA

Address of Principal Executive Office

The registrant files annual reports under cover:

Form 20-F  [X]

       Form 40-F   [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [    ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [    ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:   Yes  [    ]   No [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                   

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit List

99.1        Material Change Report

99.2        News Release

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 26, 2007

        “Frank Hallam”

FRANK HALLAM

CFO

FORM 6K – January 26, 2007

MAG Silver Corp.

EX-99.1

FORM 53-901F

MATERIAL CHANGE REPORT

UNDER SECTION 85(1) OF THE SECURITIES ACT

AND SECTION 151 OF THE SECURITIES RULES

ITEM 1.

REPORTING ISSUER

MAG SILVER CORP.

328 – 550 Burrard Street

Vancouver BC, V6C 2B5

Telephone:

(604) 630-1399

Facsimile:

(604) 484-4710

ITEM 2.

Date of Material Change: January 25, 2007

ITEM 3.

PRESS RELEASE

The Issuer issued a press release at Vancouver, BC dated January 26, 2007

ITEM 4.

SUMMARY OF MATERIAL CHANGE

MAG Silver Corp. (TSXV:MAG) announces that it has agreed to issue and additional 210,000 units from the Company on a non-brokered private placement basis at an issue price of $7.25 per unit, representing an aggregate offering of $1,522,500.

ITEM 5.

Full Description of Material Change

See the news release dated January 26, 2007.

ITEM 6.

RELIANCE ON SECTION 85(2) OF THE ACT (BRITISH COLUMBIA) AND SECTION 118(2) OF THE ACT (ALBERTA)   N/A

ITEM 7.  

OMITTED INFORMATION  N/A

ITEM 8.

SENIOR OFFICERS

The following senior officer of the Issuer is knowledgeable about the material change and may be contacted by the Commission at the following telephone number: Dan MacInnis, President & CEO Phone: (604) 630-1399

ITEM 9.

STATEMENT OF SENIOR OFFICER

The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, British Columbia this 26th day of January, 2007.

MAG Silver Corp.

“Frank Hallam”

Frank Hallam,

CFO

MAG Silver Corp.

MATERIAL CHANGE REPORT

328 – 550 Burrard Street, Vancouver BC, V6C 2B5

Page 1 of 1

EX-99.2

MAG Silver Corp

For Immediate Release

January 26, 2007

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES

OR DISSEMINATION IN THE UNITED STATES.

MAG Silver Raises Additional Funding

Vancouver, B.C… MAG Silver Corp. (“MAG” or the “Company”) has agreed to issue 210,000 units from the Company on a non-brokered private placement basis at an issue price of $7.25 per unit, representing an aggregate offering of $1,522,500. Net proceeds will provide additional funding for the Company’s pro-rata 44% share of future exploration expenditures on the Company’s Juanicipio Joint Venture with Industrias Peñoles S.A. de C.V., will allow for accelerated exploration of the Company’s other Mexican projects, and provide the Company with a strong working capital position.   

Each unit will consist of one common share and one half of one common share purchase warrant. Each full warrant will be exercisable at a price of $10.00 for one additional common share of the Company until 12 months from the date this offering is closed. Closing is expected to occur on or near February 13, 2007, subject to regulatory approval and customary closing conditions. The Company will pay a cash finders’ fee on closing equal to 6.0% of the gross proceeds from the offering. All securities issued by way of this placement will be subject to a four-month hold period.

The offering described herein has not been registered under the U.S. Securities Act of 1933, as amended, and the securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any State in which such offer, solicitation or sale would be unlawful.

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About MAG Silver Corp ( www.magsilver.com )

MAG Silver is focused on district scale projects located within the Mexican Silver Belt. Our mission is to become one of the premier companies in the Silver Mining Industry. MAG is based in Vancouver, British Columbia, Canada and trades on the TSX-V under the symbol MAG.

ON BEHALF OF THE BOARD OF

MAG SILVER CORP

"Frank R. Hallam"

Chief Financial Officer

For further information on behalf of MAG Silver Corp contact Gordon Neal, VP Corp. Development
	Website: Phone: Toll free:	www.magsilver.com (604) 630-1399 (866) 630-1399	Email: Fax:	info@magsilver.com (604) 484-4710

The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this news release, which has been prepared by management.

Note to U.S. Investors: Investors are urged to consider closely the disclosure in our Form 20F, File No. 0-50437 available at our office: Suite 328-550 Burrard Street, Vancouver BC, Canada, V6C 2B5 or from the SEC: 1(800) SEC-0330.