The structure, magnetic properties and magnetoresistance phenorrena of Ag-Co nano-granular alloy films prepared by a thermal co-evaporation were studied. Supersaturated fee Ag-Co solid solution and fee Co clusters coexisted in the as-deposited state. As Co content increases from 20 to 55 at.% Co, the grain size of the Ag matrix decreases from 147 to $67{AA}$, and the Co solubility in the Ag matrix increases from 2.5 to 6.7%. Ag-Co alloy films having composition below 25 at.% Co showed mainly superparamagnetic behavior and above that composition, they showed both paramagnetic and ferromagnetic l::ehavior in the as-deposited state. The maximum magnetoresistance of 19% at R. T. and 10 kOe was obtained in the as-deposited 30 at.% Co alloy film. Heat treatment did not improve the MR ratio tecause most of the Co was already precipitated in the as-deposited state.