UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 29, 2011

ARGENTEX MINING CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000-49995
(Commission File Number)

71-0867623
(IRS Employer Identification No.)

Suite 835 - 1100 Melville Street, Vancouver, BC V6E 4A6
(Address of principal executive offices and Zip Code)

604.568.2496
Registrant's telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 3.02           Unregistered Sales of Equity Securities

On April 29, 2011, one of our investors exercised a share purchase warrant pursuant to which it purchased 142,857 of our common shares at an exercise price of CDN$0.90 for gross proceeds to our company of approximately $121,428 (CDN$128,571). This investor is not a U.S. person (as that term is defined in Regulation S promulgated under the Securities Act of 1933), this transaction took place outside of the United States and, in issuing these shares, we relied on Regulation S and/or Section 4(2) of the Securities Act of 1933.

Item 5.07           Submission of Matters to a Vote of Security Holders.

On April 29, 2011, we held our annual and special meeting of stockholders pursuant to a Notice of Meeting mailed March 24, 2011, which included a copy of our Proxy Statement/Prospectus that we filed on EDGAR on March 23, 2011.

At the meeting, our shareholders approved the following four items:

1.           The election of Kenneth Hicks, Colin Godwin, Jenna Hardy, Richard Thibault, Patrick Downey and Stephen Hanson as directors of our company.

2.           The continued appointment of Morgan & Company, Chartered Accountants as our independent registered public accounting firm for the fiscal year ended January 31, 2011.

3.           The agreement and plan of merger dated January 13, 2011, (a copy of which was attached as Schedule “A” to the Proxy Statement), whereby our company will merge into its wholly-owned subsidiary incorporated in the state of Nevada for the purpose of changing its corporate jurisdiction from the state of Delaware to the state of Nevada.

4.           The plan of conversion, (a copy of which was attached as Schedule “B” to the Proxy Statement), whereby our corporate jurisdiction will be changed from the State of Nevada to the Province of British Columbia, Canada, by means of a process called a “conversion” and a “continuation”.

A total of 57,698,672 shares of our company’s common stock was entitled to vote at the meeting. Of that total, 37,701,283 shares, or 65.34%, were present at the meeting either in person or by proxy. The following tabulations shows the number of votes cast by our shareholders for and against, as well as those that abstained or were withheld, as to each of these four resolutions:

Proposal 1. Election of Directors:

Proposal 2. Ratification of the Continued Appointment of Our Independent Registered Public Accounting Firm

Proposal 3 Approval and adoption of the Agreement and Plan of Merger dated January 13, 2011, (a copy of which was attached as Schedule “A” to the Proxy Statement), whereby our company will merge into its wholly-owned subsidiary incorporated in the State of Nevada for the purpose of changing our corporate jurisdiction from the State of Delaware to the State of Nevada.

Proposal 4. Approval Of The Plan Of Conversion, (a copy of which was attached as Schedule “B” to the Proxy Statement), whereby our corporate jurisdiction will be changed from the State of Nevada to the Province of British Columbia, Canada, by means of a process called a “Conversion” and a “Continuation”.

In addition, after our annual and special meeting, the following directors agreed to serve on our committees as follows:

Item 8.01           Other Events.

A copy of our news release dated May 3, 2011 is furnished herewith.

Item 9.01           Financial Statements and Exhibits

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 hereunto duly authorized.

ARGENTEX MINING CORPORATION

/s/ Jeff Finkelstein                                                                  
By: Jeff Finkelstein, Chief Financial Officer and Treasurer
Date: May 3, 2011