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<SEC-DOCUMENT>0000950172-05-001149.txt : 20060817
<SEC-HEADER>0000950172-05-001149.hdr.sgml : 20060817

<ACCEPTANCE-DATETIME>20050411162612

<PRIVATE-TO-PUBLIC>

ACCESSION NUMBER:		0000950172-05-001149

CONFORMED SUBMISSION TYPE:	40-F/A

PUBLIC DOCUMENT COUNT:		3

CONFORMED PERIOD OF REPORT:	20041231

FILED AS OF DATE:		20050411

DATE AS OF CHANGE:		20050411


FILER:


	COMPANY DATA:	

		COMPANY CONFORMED NAME:			PAN AMERICAN SILVER CORP

		CENTRAL INDEX KEY:			0000771992

		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]

		IRS NUMBER:				000000000

		FISCAL YEAR END:			0331



	FILING VALUES:

		FORM TYPE:		40-F/A

		SEC ACT:		1934 Act

		SEC FILE NUMBER:	000-13727

		FILM NUMBER:		05744233



	BUSINESS ADDRESS:	

		STREET 1:		1500-625 HOWE STREET

		CITY:			VANCOUVER BC CANADA

		STATE:			A1

		ZIP:			V6C 2T6



	MAIL ADDRESS:	

		STREET 1:		1500 625 HOWE ST

		CITY:			VANCOUVER BC V6C 2T6

		STATE:			A1

		ZIP:			999999999



	FORMER COMPANY:	

		FORMER CONFORMED NAME:	PAN AMERICAN MINERALS CORP

		DATE OF NAME CHANGE:	19950608



</SEC-HEADER>

<DOCUMENT>
<TYPE>40-F/A
<SEQUENCE>1
<FILENAME>tor51050.txt
<DESCRIPTION>FORM 40-F/A
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  FORM 40-F/A
                               (Amendment No. 1)

            [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
                        SECURITIES EXCHANGE ACT OF 1934

          [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, 2004      Commission File Number 0-13727
                           ________________________

                           Pan American Silver Corp.
             (Exact name of Registrant as specified in its charter)

  British Columbia                    1044                    Not Applicable
 (Province or other        (Primary Standard Industrial      (I.R.S. Employer
  Jurisdiction of          Classification Code Number)      Identification No.)
  Incorporation or
   Organization)
                             1500 - 625 Howe Street
                          Vancouver, British Columbia
                                    V6C 2T6
                                 (604) 684-1175
   (Address and telephone number of Registrants' principal executive offices)

                             CT Corporation System
                         111 Eighth Avenue, 13th Floor
                               New York, NY 10011
                                 (212) 894-8940
            (Name, address (including zip code) and telephone number
       (including area code) of agent for service in the United States)
                            ________________________

Securities registered or to be registered pursuant to Section 12(b) of the Act.

                                      None

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

                          Common Shares, No Par Value

        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

         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 covered by
this annual report.

                  The Registrant had 66,835,378 Common Shares
                      outstanding as at December 31, 2004

         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.

              Yes       82-                             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 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
                 ------                                   ------

<PAGE>

                                EXPLANATORY NOTE

         Pan American Silver Corp. (the "Registrant") is filing this Amendment
No. 1 to its Annual Report on Form 40-F for the fiscal year ended December 31,
2004 solely to disclose, as required by the rules of the Nasdaq Stock Market,
Inc. ("Nasdaq"), that the Registrant followed British Columbia practice with
respect to its quorum requirements in lieu of those required by Nasdaq for the
years ended December 31, 2004 and 2003. Therefore, the paragraph titled "J.
Nasdaq Exemptions" has been amended to read in its entirety as set forth below.

J.       Nasdaq Exemptions

         On March 16, 2005, the Registrant informed the Nasdaq National Market
that as permitted by Rule 4350(a)(1) of the Nasdaq Marketplace Rules, it
intended to follow British Columbia practice with respect to quorum
requirements in lieu of those required by Rule 4350(f) of the Nasdaq
Marketplace Rules (which provides that a quorum for a shareholder meeting of a
Nasdaq-listed company must be at least 33-1/3% of the outstanding common shares
of the company). The Registrant has followed such British Columbia practice for
the years ended December 31, 2004 and 2003 pursuant to an exemption granted by
the Nasdaq National Market. The Registrant's by-laws provide that the minimum
quorum for a meeting of shareholders of Common Shares is two individuals who
are shareholders, proxy holders or duly authorized representatives of corporate
shareholders personally present and representing shares aggregating not less
than 5% of the issued shares of the Registrant carrying the right to vote. The
Registrant's quorum requirements are not prohibited by the requirements of the
Business Corporations Act (British Columbia) and the Registrant intends to
continue to comply with the requirements of the Business Corporations Act
(British Columbia). The rules of the Toronto Stock Exchange, upon which the
Common Shares are also listed, do not contain specific quorum requirements.

<PAGE>

                 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.       Undertaking

         The Registrant 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 in relation to which the
obligation to file an annual report on Form 40-F arises; or transactions in
said securities.

B.       Consent to Service of Process

         The Registrant has previously filed with the Commission a Form F-X in
connection with its Common Shares.

<PAGE>

                                   SIGNATURE

         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 amendment to its annual report to be signed on its behalf by
the undersigned, thereto duly authorized.


                                           PAN AMERICAN SILVER CORP.





Dated: April 11, 2005                      By: /s/ Robert Pirooz
                                               --------------------------------
                                           By:    Robert Pirooz
                                           Title: General Counsel and Secretary

<PAGE>

                                 EXHIBIT INDEX



Number        Document
- ------        --------

   1.         Consent of Deloitte & Touche LLP*
  31.         Certification of CEO and CFO pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002*
  32.         Certification of CEO and CFO pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002*
  33.         Certification of CEO and CFO pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002 regarding
              Amendment No. 1 to the Annual Report on Form 40-F

___________________
*Previously filed.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>tor51050ex33.txt
<DESCRIPTION>EXHIBIT 33 - CERTIFICATION PURSUANT TO SEC. 302
<TEXT>

                                                                     Exhibit 33

                                 Certification
           Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Geoffrey A. Burns, certify that:

     1.       I have reviewed this amendment to the annual report on Form 40-F
              of Pan American Silver Corp.; and

     2.       Based on my knowledge, this amendment to the annual report does
              not contain any untrue statement of a material fact or omit to
              state a material fact necessary to make the statements made, in
              light of the circumstances under which such statements were made,
              not misleading with respect to the period covered by this
              amendment to the annual report.

              Date: April 11, 2005               /s/ Geoffrey A. Burns
                                                 ------------------------------
                                                 By:    Geoffrey A. Burns
                                                 Title: Chief Executive Officer

<PAGE>

I, A. Robert Doyle, certify that:

     1.       I have reviewed this amendment to the annual report on Form 40-F
              of Pan American Silver Corp.; and

     2.       Based on my knowledge, this amendment to the annual report does
              not contain any untrue statement of a material fact or omit to
              state a material fact necessary to make the statements made, in
              light of the circumstances under which such statements were made,
              not misleading with respect to the period covered by this
              amendment to the annual report.

              Date: April 11, 2005               /s/ A. Robert Doyle
                                                 ------------------------------
                                                 By:    A. Robert Doyle
                                                 Title: Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>COVER
<SEQUENCE>3
<FILENAME>filename3.txt
<TEXT>


                    Skadden, Arps, Slate, Meagher & Flom LLP

                                 222 BAY STREET
                            SUITE 1750, P.O. BOX 258
                            TORONTO, ONTARIO M5K 1J5
                                      ----
                              (416) 777-4700 Fax:
                                 (416) 777-4747
                             http://www.skadden.com




                                           April 11, 2005



Via Electronic Transmission
- ---------------------------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
Attention:  Filing Desk

                           Re:      Pan American Silver Corp.
                                    Annual Report on Form 40-F/A
                                    ----------------------------

Ladies and Gentlemen:

                  Enclosed for filing on behalf of Pan American Silver Corp.
(the "Registrant"), pursuant to Rule 13a-1 under the Securities Exchange Act of
1934, as amended, and the General Rules and Regulations thereunder, is
Amendment No. 1 to the Registrant's Annual Report on Form 40-F for the year
ended December 31, 2004 (the "Form 40-F"), together with all exhibits thereto.
The Form 40-F/A is being filed solely to include disclosure relating to an
exemption from the Nasdaq Stock Market's quorum requirements obtained by the
Registrant.

                  If you have any questions or require any further information
with respect to the Form 40-F/A, please call the undersigned at (416) 777-4700.

                                                     Very truly yours,

                                                     /s/ ERIC SPINDEL

                                                     Eric Spindel

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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