Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) January 31, 2007

Western Goldfields, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Idaho

(State or Other Jurisdiction of Incorporation)

0-50894	38-3661016
(Commission File Number)	(IRS Employer Identification No.)

2 Bloor Street West, Suite 2102 , P.O. Box 110
Toronto, Ontario, Canada	M4W 3E2
(Address of Principal Executive Offices)	(Zip Code)

(416) 324 6000

(Registrant’s Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

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

o 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))

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

Item 7.01. Regulation FD Disclosure.

On January 31, 2007, Western Goldfields, Inc. (the “Company”) issued a press release attached hereto as Exhibit 99.1, which press release is incorporated by reference herein and furnished pursuant to Item 7.01 of Form 8-K.

The information in this Current Report on Form 8-K under this item 7.01, including the information set forth in Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of the Company issued on January 31, 2007

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.

Date: January 31, 2007

Western Goldfields, Inc.

	By:	/s/ Brian Penny
	Name:	Brian Penny
	Title:	Chief Financial Officer

News release via Canada NewsWire, Toronto 416-863-9350

    Attention Business Editors:
    Western Goldfields Announces Exercise of Over-Allotment Option by
    Underwriters

    TORONTO, Jan. 31 /CNW/ - Western Goldfields, Inc. (TSX: WGI, OTC BB:
WGDF.OB) announced that the underwriters have exercised in full their
over-allotment option to purchase an additional 2,215,000 common shares in
connection with Western Goldfields' previously announced marketed public
equity offering at a public offering price of C$2.25 per share for gross
proceeds of approximately C$5.0 million. The offering was made under a
prospectus supplement to Western Goldfields' shelf prospectus dated October
27, 2006. Including the over-allotment shares, the offering will total
33,330,000 common shares at a public offering price of C$2.25 per share for
gross proceeds of approximately C$75 million.
    The underwriting syndicate was co-led by Wellington West Capital Markets
Inc. and BMO Capital Markets and included RBC Capital Markets, GMP Securities
L.P. and Research Capital Corp.
    The net proceeds of the offering will be used to finance activities at
Western Goldfields' Mesquite Mine project and for general corporate purposes.
    Copies of the prospectus supplement may be obtained from Wellington West
Capital Markets Inc., 145 King Street West, Suite 700, Toronto, Ontario, M5H
1J8 (Tel: 416 642-1900, Attention: Scott Larin); or from BMO Capital Markets,
1 First Canadian Place, Distribution Centre, Toronto, Ontario, M5X 1H3 (Tel:
416 363-6996 x 224, Attention: Des Raposo).

    Western Goldfields, Inc.
    ------------------------

    Under a new, highly experienced, and dynamic management team, Western
Goldfields is a gold producer focused on completing the expansion of its
Mesquite Mine, located in Imperial County, California, and returning the mine
to full production. Western Goldfields acquired the Mesquite property in 2003
from Newmont Mining Corporation. Newmont operated the mine until 2001 when it
ceased operations, as the low gold prices at that time did not support
expansion plans. However, Newmont continued the permitting process for
expansion, and the permits were approved in 2002. Western Goldfields has
continued producing gold from ore placed on heaps by the previous owners.
    Western Goldfields, Inc. is listed on the Toronto Stock Exchange and
trades under the symbol WGI and is quoted on the OTCBB under the symbol
WGDF.OB. For further details, please visit www.westerngoldfields.com.

    Forward-Looking Information
    ---------------------------

    Certain statements contained in this news release and subsequent oral
statements made by and on behalf of the Company may contain forward-looking
information within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and similar Canadian legislation. Such
forward-looking statements are identified by words such as "intends",
"anticipates", "believes", "expects", and "hopes" and include, without
limitation, statements regarding the Company's plan of business operations,
financing options and the consequences thereof, potential contractual
arrangements, receipt of working capital, anticipated revenues, and related
expenditures. There can be no assurance that such statements will prove to be
accurate; actual results and future events could differ materially from such
statements. Factors that could cause actual results to differ materially
include, among others, those set forth in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2005 filed with the U.S. Securities and
Exchange Commission, under the caption, "Risk Factors". Most of these factors
are outside the control of the Company. Investors are cautioned not to put
undue reliance on forward-looking statements. Except as otherwise required by
applicable securities statutes or regulation, the Company disclaims any intent
or obligation to update publicly these forward-looking statements, whether as
a result of new information, future events or otherwise.
    %SEDAR: 00021587E          %CIK: 0001208038

    /For further information: please visit www.westerngoldfields.com, or
contact Brian Penny, Chief Financial Officer, (416) 324-6002,
bpenny(at)westerngoldfields.com; Julie Taylor Pantziris, Director, Regulatory
Affairs and Investor Relations, (416) 324-6015, jtaylor(at)westerngoldfields.com;
Richard Wertheim, Investor and Media Relations, Wertheim + Company Inc., (416)
594-1600, wertheim(at)wertheim.ca/
    (WGDF WGI.)

CO:  Western Goldfields, Inc.

CNW 09:20e 31-JAN-07