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 May 22, 2003



                           PAN AMERICAN SILVER CORP.
                             1500 - 625 HOWE STREET
                                VANCOUVER, B.C.
                                    V6C 2T6


Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.

                          Form 20-F____ Form 40-F__X__

Indicate by check mark whether the registrant by furnishing 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.

                                Yes____  No__X__

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




                                   SIGNATURES



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.


                                         PAN AMERICAN SILVER CORP.



Date: May 22, 2003                       By:   (Signed) ROBERT PIROOZ
                                               --------------------------
                                               Robert Pirooz
                                               Vice President, Legal Affairs


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This is the form of a material change report required under section 85(1) of the
Securities Act and section 151 of the Securities Rules.

                                BC FORM 53-901F
                              (PREVIOUSLY FORM 27)

                                 SECURITIES ACT

                          MATERIAL CHANGE REPORT UNDER
             SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
             AND SIMILAR PROVISIONS OF OTHER APPLICABLE LEGISLATION


ITEM 1.   REPORTING ISSUER

          Pan American Silver Corp. (the "COMPANY")
          1500 - 625 Howe Street
          Vancouver, BC  V6C 2T6

ITEM 2.   DATE OF MATERIAL CHANGE

          May 13, 2003

ITEM 3.   PRESS RELEASE

          A press release was issued by the Company on May 13, 2003 at
          Vancouver, British Columbia and distributed through the facilities of
          Canada NewsWire.

ITEM 4.   SUMMARY OF MATERIAL CHANGE

          The Company announced its first quarter financial and operations
          results for the quarter ended March 31, 2003. All amounts are
          expressed in U.S. dollars. The company reported a net loss for the
          first quarter of $1.1 million ($0.02 per share) compared to a net loss
          of $1.3 million ($0.03 per share) for the first quarter of 2002.
          During the first quarter the Company completed its acquisition of
          Corner Bay Silver and its wholly owned Alamo Dorado silver project in
          Sonora State. Pan American is now updating the Corner Bay feasibility
          study and a drilling and metallurgical testing program has been
          initiated in order to evaluate a mill versus heap leach process for
          the project.

ITEM 5.   FULL DESCRIPTION OF MATERIAL CHANGE

          HIGHLIGHTS

          o    Record quarterly silver production of 2.15 million ounces from
               Pan American's four wholly owned silver operations.

          o    Acquisition of Corner Bay Silver completed and feasibility study
               review of Alamo Dorado silver project initiated.

          o    Excellent silver and gold drilling results at Manantial Espejo
               property, Argentina.



          o    La Colorada mine expansion on schedule and budget for July 2003
               start-up.


          FINANCIAL (all amounts are expressed in US$)

          Pan American Silver Corp. (NASDAQ: PAAS; TSX: PAA; Warrants TSX:
          PAA_t) reported a net loss for the first quarter of $1.1 million
          ($0.02 per share) compared to a net loss of $1.3 million ($0.03 per
          share) for the first quarter of 2002.


          Consolidated silver production for the three months ended March 31,
          2003 totalled 2.15 million ounces representing a four percent increase
          from the same period of the prior year. This increase was due to
          increased production from the Huaron mine and production from
          silver-rich pyrite stockpiles acquired late last year partially offset
          by lower production from the Quiruvilca mine. Zinc metal produced
          during the first quarter of 2003 amounted to 9,343 tonnes (2002 --
          10,107 tonnes), lead production was 5,812 tonnes (2002 -- 5,441
          tonnes) and copper production was 767 tonnes (2002 -- 669 tonnes).

          Revenue for the first quarter of 2003 amounted to $7.8 million (2002
          -- $10.2 million). The decrease in revenue was due to the timing of
          concentrate shipments. Revenue for the first quarter of this year was
          generated from sales of 14,260 tonnes of zinc concentrate (2002 --
          18,990 tonnes), 1,256 tonnes of lead concentrate (2002 -- 4,790
          tonnes) and 2,878 tonnes of copper concentrate (2002 -- 2,934 tonnes).
          Operating costs were also lower for the first quarter of 2003 relative
          to 2002 because of lower shipments. The concentrate shipment delays
          were requested by certain purchasers to allow them to accumulate
          larger volumes and thereby lower unit shipping costs.

          The average metal prices realized during the first quarter of 2003
          were marginally higher than for the corresponding period of last year.
          The price received per ounce of silver averaged $4.37 (2002 -- $4.15)
          and for zinc the realized price per pound was $0.36 (2002 -- $0.36).

          During the first quarter of 2003, operating activities generated cash
          of $0.5 million. Investing activities consumed $2.3 million and
          financing activities generated $4.2 million. Operating cash flow
          resulted from an increase in cash advances received for concentrates
          not shipped. Investing activities consisted of spending on property
          plant and equipment of $5.4 million including $4.1 million for the La
          Colorada mine expansion and $0.5 million on infrastructure and
          equipment at the Huaron mine. Cash of $3.1 million was received from
          the acquisition of Corner Bay Silver Inc. Proceeds of $4 million were
          received from the La Colorada expansion loan and repayments of $0.4
          million were made on the Huaron loan. Total debt and capital asset
          lease obligations outstanding at March 31, 2003 amounted to $9.2
          million of which $1.6 million is current.

          PERU OPERATIONS

          Pan American's three Peru silver operations produced a total of 1.95
          million ounces of silver in the first quarter. The Huaron mine had a
          good quarter, producing 1.2 million ounces of silver, 5,500 tonnes of
          zinc and 4,400 tonnes of lead from 158,000 tonnes of ore at a total
          cash cost of $3.81 per ounce of silver produced net of by product
          credits. The mine's 10 percent expansion, which commenced in late
          2002, is nearly complete and production for 2003 is planned at 4.9
          million ounces of silver. The Quiruvilca mine



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          produced 0.6 million ounces of silver, 3,700 tonnes of zinc and 1,300
          tonnes of lead in the quarter from 121,000 tonnes of ore. Quiruvilca's
          operating results continue to be negatively affected by low metal
          prices, and expected but lower-than-normal grades in the current
          mining areas. Total cash costs at Quiruvilca were $5.20 per ounce of
          silver produced net of by product credits. The small pyrite stockpile
          operation near the Huaron mine produced 0.13 million ounces of silver
          in the quarter at a cash cost of $2.08 per ounce.

          MEXICO OPERATIONS

          At the Company's La Colorada mine, 0.2 million ounces of silver were
          produced in the first quarter. Operating results continue to be
          treated as pre-production revenue. The mine's fully financed $20
          million expansion project remains on schedule and budget for
          completion in early July, with forecast production of 2.2 million
          ounces in 2003 at a cash cost of $3.06 per ounce of silver. In March
          the Company began drawing from the $10 million project loan from the
          International Finance Corporation, a member of the World Bank Group,
          to fund remaining capital expenditures.

          The highlight of the first quarter was the completion of the Company's
          acquisition of Corner Bay Silver and its wholly owned Alamo Dorado
          silver project in Sonora State. This followed approval of the
          transaction by shareholders in September and an agreement respecting
          water rights for the project from Mexican authorities in February. Pan
          American is now updating the Corner Bay feasibility study and a
          drilling and metallurgical testing program has been initiated in order
          to evaluate a mill versus heap leach process for the project. This
          program is expected to be complete in September and will enable
          project financing later in the year and, subject to financing,
          commencement of construction. Based on Corner Bay's original
          feasibility study, planned production from Alamo Dorado is 6 million
          ounces per year at an average cash cost of $3.25 per equivalent ounce
          of silver.

          EXPLORATION AND DEVELOPMENT PROJECTS

          A 6,000 meter drilling program at the 50 percent owned Manantial
          Espejo property in Argentina concluded during the quarter, with
          excellent results. Planning is now in progress for an underground
          tunnelling and drilling program, to commence in late 2003. The recent
          drilling is expected to increase the current measured and indicated
          resource of 4,390,000 tonnes grading 264 g/t silver and 4.51 g/t gold
          and inferred resource of 1,590,000 tonnes grading 258 g/t silver and
          3.65 g/t gold. In Bolivia, silver production continued from the small
          scale San Vicente silver mine under lease to a Bolivian mining
          company. Discussions remain underway to re-initiate work that will
          enable a new feasibility study and ultimately expended mine
          production. Finally, in Russia, the Dukat mine continued its start-up
          though production statistics are not yet available.

          OTHER DEVELOPMENTS

          Pan American is pleased to welcome several new members to its senior
          operating group to better manage its strong growth. John Wright,
          President and Chief Operating Officer, will be stepping down in
          mid-year for family reasons but he will remain an active Director of
          the company. Geoff Burns has been appointed to fulfil his functions.
          Mr.


                                     - 3 -


          Burns has had a distinguished career in the mining industry. He served
          in a variety of financial roles including Chief Financial Officer and
          Controller with a major Canadian gold mining company from 1984 to 1998
          and most recently he was Chief Financial Officer of a large US silver
          and gold producer from 199 to 2003. Brenda Radies has joined the
          company as Vice President of Corporate Relations to replace Rosie
          Moore. Since 1993, Ms. Radies has been with one of Canada's and the
          world's largest gold producers, most recently as Director of Corporate
          Communications. Robert Pirooz has rejoined the Company as Vice
          President, Legal Affairs. Finally, Bill Faust, a mining engineer with
          broad experience in mine development and operations in North America
          and Mexico, joins the company as manager of the Alamo Dorado silver
          mine development project, a position he held with Corner Bay Silver.

          SILVER MARKETS

          The most reliable annual compendium of silver statistics was published
          on May 8, 2003 by London-based GFMS on behalf of the Silver Institute.
          GFMS reported that the deficit between silver fabrication demand and
          conventional silver supply (mine production and scrap) remained very
          large at 67.4 million ounces. Industrial demand for silver increased
          in 2002, world silver mine production declined (and is likely to
          decline further in 2003), and overall silver demand fell by 3.5
          percent, overwhelmingly due to a 28 percent slump in Indian jewellery
          and silverware demand. Chinese government sales were reported to have
          decreased to 51 million ounces from 68 million in 2002. Although GFMS
          increased its estimate of remaining Chinese silver stocks, it noted
          that Chinese internal demand increased sharply in 2002 almost
          eliminating the historic surplus of Chinese mine supply. Once this
          surplus is eliminated, China will be a net silver consumer which is
          expected to result in faster depletion of remaining Chinese official
          silver stocks. The recent weakness of the US dollar is also a positive
          factor in silver market fundamentals.

ITEM 6.   RELIANCE ON SECTION 85(2) OF THE ACT

          This report is not being filed on a confidential basis.

ITEM 7.   OMITTED INFORMATION

          There are no significant facts required to be disclosed herein which
          have been omitted.

ITEM 8.   SENIOR OFFICERS

          For Further information, please contact:

          Name:          Robert Pirooz
          Office:        Vice President, Legal Affairs
          Telephone:     (604) 684-1175



                                      -4-

ITEM 9.   STATEMENT OF SENIOR OFFICER

          The foregoing accurately discloses the material change referred to
herein.


          DATED at Vancouver, British Columbia, this 22nd day of May, 2003.


                           (signed) Robert Pirooz
                           -----------------------------------------------------
                           Signature of a senior officer of the reporting issuer

                           Robert Pirooz, Vice President, Legal Affairs
                           -----------------------------------------------------




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