U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

~~REPORT~~SECURITIES OFAND ~~FOREIGN~~EXCHANGE ~~PRIVATE ISSUER~~COMMISSION

~~PURSUANT~~Washington, ~~TO RULE 13a-16 OR 15d-16 UNDER~~D.C. 20549

~~THE~~Report ~~SECURITIES~~of ~~EXCHANGE~~Foreign ~~ACT~~Private ~~OF 1934~~Issuer

~~May~~Pursuant ~~20,~~to ~~2008~~Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of July, 2008

Commission File No.: 0-30308

SOUTHWESTERN RESOURCES CORP.

~~(Translation~~Suite of#1650, ~~Registrant's~~701 ~~name into~~West ~~English)~~Georgia Street, Vancouver, British Columbia, Canada, V7Y 1C6

~~Suite~~Indicate ~~#1650,~~by ~~701~~check ~~West~~mark ~~Georgia~~whether ~~Street, Vancouver,~~the ~~B.C. V7Y~~registrant ~~1C6~~files or will file annual reports under cover Form 20-F or Form 40-F.

~~(Address~~Form of20-F X Form ~~principal~~40-F ___ ~~executive office)~~

~~Indicate by~~Please ~~check~~note ~~mark~~that ~~whether~~pursuant ~~the~~to ~~Registrant~~Rule ~~files~~12g3-2(d)(l), orthis ~~will~~registrant, ~~file~~being ~~annual~~registered ~~reports~~under Section 12 is not eligible for exemption under ~~cover~~ ofRule ~~Form 20~~12g3-F2(b). Accordingly, orthe ~~Form~~following ~~40-F~~two questions are not relevant to this registrant and are therefore left blank.

xIndicate ~~Form~~by ~~20-F~~check omark whether the registrant by furnishing the information contained in this Form 40is also thereby furnishing the information to the Commission pursuant to Rule 12g3-F2(b) under the Securities Exchange Act of 1934.

~~Indicate by~~Yes No ~~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~~If ~~check~~“Yes” ~~mark~~is ifmarked, ~~the~~indicate ~~Registrant~~below ~~is submitting~~ the ~~Form~~file ~~6-K~~number inassigned ~~paper~~to asthe ~~permitted by~~registrant ~~Regulation~~in ~~S-T~~connection with Rule ~~101~~12g3-2(b)~~(7)~~: ~~[ ]~~

~~Please~~EXHIBIT note that pursuant to Rule 12g3-2(d)(1), this registrant, being registered under Section 12 is not eligible for exemption under Rule 12g3-2(b). Accordingly, the following two questions are not relevant to this registrant and are therefore left blank.LIST

~~Indicate~~32.1 byCEO 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.Certification

o32.2 CFO ~~Yes o No~~Certification

~~If "Yes"~~99.1 isSecond ~~marked,~~Quarter ~~indicate~~Report ~~below the file number assigned to the Registrant in connection with Rule 12g3-2(b): n/a~~2008

SIGNATURES

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

~~Registrant:~~ SOUTHWESTERN RESOURCES CORP.

~~By: /s/ David Black~~“Thomas W. Beattie”

~~David Black~~By:

~~Chair~~Thomas ~~of the~~W. ~~Board~~Beattie

~~Date: May~~Vice 20President, ~~2008~~ Corporate Affairs

~~EXHIBIT INDEX~~Date:

Exhibit No.		Description
99.1		Press Release dated May 16, 2008
99.2		Material Change Report dated May 20, 2008

August 7, 2008


Form:1	CHANGE IN OUTSTANDING AND RESERVED SECURITIES

WHEN TO FILE:		Within 10 days after the end of each month in which any change to the number of outstanding or reserved listed securities has occurred (including a reduction in such number that results from a cancellation or redemption of securities). If no such change has occurred, a nil report should be filed.

HOW:		For Companies Reporting to the Toronto TSX Office: Via fax to 416-947-4547 or via email to listedissuers@tsx.com
		For Companies Reporting to the Montreal TSX Office: Via fax to 514-788-2421 or via email to listedissuers@tsx.com

QUESTIONS:		For Companies Reporting to the Toronto TSX Office: Email listedissuers@tsx.com or contact the TSX Reporting Agent who is responsible for the Company (based on the first letter of the Company’s name), as follows:
		Company Name	Phone
		A – K	416-947-4538
		L – Z	416-947-4616

		For Companies Reporting to The Montreal TSX Office: Call 514-788-2451

NOTE:		The Company may customize the form to ensure that the charts below contain all applicable information relating to the issuer. Each share compensation arrangement which involves the issuance of treasury securities must have its own chart.
		This Form replaces the “Changes in Capital Structure” form.
		Although the Closing Issued and Outstanding Share Balance figure to be entered on the last line of Section A of this Form will be posted on the TSX website, no other information provided by the Company in this Form will be made available for public view.

CHANGE IN OUTSTANDING AND RESERVED SECURITIES


	ISSUED AND OUTSTANDING SHARE SUMMARY*	# of Shares	Balance
	Issued and Outstanding – Opening Balance*		44,922,936
ADD:	Stock Options Exercised
	Share Purchase Plan
	Dividend Reinvestment Plan
	Exercise Warrants
	Private Placement
	Conversion
	Other Issuance (provide description)
SUBTRACT:	Issuer Bid Purchase (see attachment)
	Redemption
	Other Cancellation (provide description)
	Closing Issued and Outstanding Share Balance*		44,922,936

NOTE:

If any of the Company’s securities of a listed class are held by the Company itself or by any subsidiary of the Company (which securities are herein referred to as "internally-held securities"), such internally-held securities must not be counted as "issued and outstanding."

Internally-held securities may result from the Company not cancelling shares acquired pursuant to an issuer bid or as a consequence of a subsidiary of the Company retaining or obtaining shares of the Company through a merger, amalgamation, arrangement or reorganization involving the Company.


	RESERVED FOR SHARE COPENSATION ARRANGEMENTS	# of Shares	Balance
A.	Share Purchase Plans and / or Agreement(s)		N/A
	NAME OF PROGRAM:
	Opening Reserve for Share Purchase Plan / Agreement
	Additional Shares Listed Pursuant to the Plan (ADD)
	Shares Issued from Treasury (SUBTRACT)
	Closing Reserve for Share Purchase Plan

B.	Dividend Reinvestment Plan (DRIP) - for shareholders	# of Shares	Balance
	NAME OF PROGRAM:		N/A
	Opening Reserve for Dividend Reinvestment Plan
	Additional Shares Listed Pursuant to the Plan (ADD)
	Shares Issued (SUBTRACT)
	Closing Reserve for Dividend Reinvestment Plan


	RESERVED FOR SHARE COMPENSATION ARRANGEMENTS
C.	Stock Option Plan and / or Agreement(s)
	NAME OF PROGRAM:
	Stock Options Outstanding - Opening Balance	3,387,000

Options Granted: (ADD)


Date of Grant	Name of Optionee	Expiry Date	Exercise Price	# of Options Granted

			SUBTOTAL

Options Exercised: (SUBTRACT) Shares issued on exercise must also be subtracted in the table entitled “Shares Reserved” below


Date of Exercise	Name of Optionee	Date of Grant	Exercise Price	Number
			SUBTOTAL	0

Share Appreciation Rights or Market Growth Feature (“SAR”) in tandem with Stock Options.


Date of Grant	Name of Optionee	Expiry Date	Exercise Price	# of Options Granted
			SUBTOTAL	0

*Shares may, or may not be issued however "Shares Reserved" (for Stock Option Plan) may require a deduction in accordance with TSX acceptance of the Plan. Please ensure all applicable changes are noted.

Options Cancelled/Terminated: (SUBTRACT) If an option is cancelled prior to its natural expiry date, for reasons other than termination of employment or natural expiry, the entry should be noted with a * and an explanation provided below.


Date of Canc. / Term	Name of Optionee	Date of Grant	Expiry Date	Exercise Price	Number
Jul 3, 2008	Toby Hughes	Dec. 11, 2007	Dec. 10, 2012	0.65	(75,000)
Jul. 30, 2008	Kristen Pinch	Dec. 11, 2007	Dec. 10, 2012	0.65	(11,250)
				SUBTOTAL inducement
				3,300,750


	RESERVED BUT NOT YET GRANTED (AS PER COMPANY)
D.	Shares Reserved (from Stock Option Plan)
	NAME OF PROGRAM: Stock Option Plan	# of Shares	Balance
	Opening Share Reserve Balance at beginning of period
	Additional shares Listed Pursuant to the Plan (ADD)
	Stock Options Granted (SUBTRACT)
	Stock Appreciation Rights (SUBTRACT)
	Closing Share Reserve Balance at end of period		0

All information reported in this Form is for the month of July 2008.

Filed on behalf of the Company by:

(please enter name and direct phone or email)


NAME	Susy Horna
PHONE / EMAIL	604-669-2525 / susyh@swgold.com
DATE	August 5, 2008

Filing Compare · SOUTHWESTERN RESOURCES CORP