UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-QSB

Amendment No. 1



[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2004



OR



[    ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the transition period from  to





Commission file number 001-01428





METALINE MINING & LEASING COMPANY







Washington

91-0684860



(State of other jurisdiction of incorporation



(I.R.S. Employer Identification No.)

or organization)



601 West Main Avenue, Suite 714

Spokane, WA  99201-0677

99201-0677



(Address of principal executive offices)

(Zip Code)



(509) 455-9077



(Issuer's telephone number, including area code)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.  Yes X  No_______



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date  7,277,934



Transitional Small Business Disclosure Format (check one);

Yes _____    No X







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METALINE MINING & LEASING COMPANY

FORM 10-QSB

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004



PART I. - FINANCIAL INFORMATION



Item 1.   Financial Information



|Metaline Mining & Leasing Company              |                                                             |                                          |                           
|---------------------------------------------- | ----------------------------------------------------------- | ---------------------------------------- | --------------------------
|                                               |                                                             |                                          |                           
|Balance Sheet (Unaudited)                      |                                                             |                                          | September 30, 2004        
|                                               |                                                             |                                          |                           
|Assets                                         |                                                             |                                          |                           
|                                               |                                                             |                                          |                           
|CURRENT ASSETS:                                |                                                             |                                          |                           
|                                               |                                                             |                                          |                           
|                                               | Cash and cash equivalents:                                  |                                          |                           
|                                               |                                                             | Cash in bank                             |                           
|                                               |                                                             | Temporary cash investments               |                           
|                                               |                                                             |                                          | Total current assets      
|                                               |                                                             |                                          |                           
|INVESTMENTS                                    |                                                             |                                          |                           
|                                               |                                                             |                                          |                           
|PARTNERSHIP PROPERTIES                         |                                                             |                                          | 7,720                     
|                                               |                                                             |                                          |                           
|                                               |                                                             |                                          |                           
|Liabilities and Stockholders Equity           |                                                             |                                          |                           
|                                               |                                                             |                                          |                           
|CURRENT LIABILITIES:                           |                                                             |                                          |                           
|                                               |                                                             |                                          |                           
|                                               | Accounts payable                                            |                                          |                           
|                                               |                                                             |                                          |                           
|STOCKHOLDERS EQUITY:                          |                                                             |                                          |                           
|                                               |                                                             |                                          |                           
|                                               | Common stock  15,000,000 shares, no par value, authorized; |                                          |                           
|                                               |                                                             | 14,555,668 shares issued and outstanding | $ 379,282                 
|                                               | Accumulated other comprehensive income:                     |                                          |                           
|                                               |                                                             | Unrealized gain, marketable securities   | 101                       
|                                               | Retained earnings                                           |                                          | 145,974                   
|                                               |                                                             |                                          | Total stockholders equity
|                                               |                                                             |                                          |                           
|See accompanying note to financial statements. |                                                             |                                          |                           





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|Metaline Mining & Leasing Company              |                                     |           |                     |         |                     |           |         
|---------------------------------------------- | ----------------------------------- | --------- | ------------------- | ------- | ------------------- | --------- | --------
|                                               |                                     |           |                     |         |                     |           |         
|Statements of Income (Unaudited)               |                                     |           |                     |         |                     |           |         
|                                               |                                     |           |                     |         |                     |           |         
|                                               |                                     |           |                     |         |                     |           |         
|                                               |                                     |           | Three Months        |         | Nine Months        
|                                               |                                     |           | Ended September 30, |         | Ended September 30,
|                                               |                                     |           | 2004                |         | 2003                |           | 2004    
|                                               |                                     |           |                     |         |                     |           |         
|INCOME:                                        |                                     |           |                     |         |                     |           |         
|                                               |                                     |           |                     |         |                     |           |         
|                                               | Dividends and interest income       |           | $     850           |         | $ 2,312             |           | $  2,136
|                                               |                                     |           |                     |         |                     |           |         
|EXPENSES:                                      |                                     |           |                     |         |                     |           |         
|                                               |                                     |           |                     |         |                     |           |         
|                                               | Professional fees                   |           | 2,800               |         | 2,133               |           | 15,184  
|                                               | Advertising                         |           | -                   |         | -                   |           | 1,000   
|                                               | Director's fees                     |           | -                   |         | -                   |           | 750     
|                                               | Office expense                      |           | 356                 |         | 360                 |           | 1,288   
|                                               |                                     |           | 3,156               |         | 2,493               |           | 18,222  
|                                               |                                     |           |                     |         |                     |           |         
|LOSS BEFORE OTHER INCOME AND                   |                                     |           |                     |         |                     |           |         
|                                               | FEDERAL INCOME TAX                  |           | (2,306)             |         | (181)               |           | (16,086)
|                                               |                                     |           |                     |         |                     |           |         
|OTHER INCOME:                                  |                                     |           |                     |         |                     |           |         
|                                               | Income from partnership interests.  |           | -                   |         | -                   |           | 400     
|                                               |                                     |           |                     |         |                     |           |         
|NET LOSS                                       |                                     | $ (2,306) |                     | $ (181) |                     | $(15,686) |         
|                                               |                                     |           |                     |         |                     |           |         
|BASIC INCOME (LOSS) PER SHARE (based upon      |                                     |           |                     |         |                     |           |         
|                                               | weighted average share outstanding) |           | NIL                 |         | NIL                 |           | NIL     
|                                               |                                     |           |                     |         |                     |           |         
|                                               |                                     |           |                     |         |                     |           |         
|                                               |                                     |           |                     |         |                     |           |         
|See accompanying note to financial statements. |                                     |           |                     |         |                     |           |         







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|Metaline Mining & Leasing Company                |                                                   |                                    |                         |                      
|------------------------------------------------ | ------------------------------------------------- | ---------------------------------- | ----------------------- | ---------------------
|                                                 |                                                   |                                    |                         |                      
|Statements of Cash Flows (Unaudited)             |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|Increase (Decrease) in Cash and Cash Equivalents |                                                   |                                    |                        
|                                                 |                                                   |                                    |                         |                      
|CASH FLOWS FROM OPERATING ACTIVITIES:            |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|                                                 | Net income (loss)                                 |                                    | $   (15,686)            |                      
|                                                 | Adjustments to reconcile net income (loss) to net |                                    |                         |                      
|                                                 |                                                   | cash used in operating activities: |                         |                      
|                                                 |                                                   |                                    | (Increase) decrease in: |                      
|                                                 |                                                   |                                    |                         | Income tax receivable
|                                                 |                                                   |                                    | Decrease in:            |                      
|                                                 |                                                   |                                    |                         | Accounts payable     
|                                                 |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|NET DECREASE IN CASH AND CASH EQUIVALENTS        |                                                   | (14,486)                           |                         | (2,593)              
|                                                 |                                                   |                                    |                         |                      
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   | 512,840                                           |                                    | 1,092,510              
|                                                 |                                                   |                                    |                         |                      
|CASH AND CASH EQUIVALENTS, END OF PERIOD         |                                                   | $   498,354                        |                         | $ 1,089,917          
|                                                 |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|                                                 |                                                   |                                    |                         |                      
|See accompanying note to financial statements.   |                                                   |                                    |                         |                      







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Metaline Mining & Leasing Company





Note to Financial Statements







BASIS OF PRESENTATION:





The financial statements included herein have been prepared by Metaline Mining & Leasing Company (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such SEC rules and regulations.  In the opinion of management of the Company, the foregoing statements contain all adjustments necessary to present fairly the financial position of the Company as of September 30, 2004, and its results of operations for the nine-month periods ended September 30, 2004 and 2003, and its cash flows for the nine-month periods ended September 30, 2004 and 2003.  The interim results reflected in the foregoing financial statements are not considered indicative of the results expected for the full fiscal year.



























































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Item 2. Managements Discussion and Analysis or Plan of Operation



Three Months Ended September 30, 2004



We had no revenues from operations during the recently completed quarter. Our only income has been derived from interest on our cash and temporary cash investments.  Interest income for the three-month period ended September 30, 2004 decreased from $2,312 to $850 for the same period ended September 30, 2003.  This decrease is due to the fact that the Company had $580,000 less cash on hand during the quarter ended September 30, 2004 than during the same period ended September 30, 2003 due primarily to a decrease of cash and cash equivalents from money spent on a stock repurchase and operations and lower interest rates available for the cash and temporary cash investments.



We had a net loss of $2,306 during the three-month period ended September 30, 2004.  This compares to net loss of $181 during the three-month period ended September 30, 2003.  The increase in net loss was due to a decrease of cash and cash equivalents from money spent on a stock repurchase and operations and lower interest rates available for the cash and temporary cash investments.  We anticipate continuing net losses until such time as interest rates rise.  Our ongoing expenses consist of accounting, legal and book keeping expenses related to complying with reporting requirements of the Securities Exchange Act of 1934 and the expenses incurred in the search for an acquisition candidate.



Nine Months Ended September 30, 2004



We had no revenues from operations during the nine months ended September 30, 2004.  Our only income has been derived from interest on our cash and temporary cash investments.  Interest income year- to-date for the six-month period ended September 30, 2004 decreased from $8,335 to $2,136 for the same period ended September 30, 2003.  This decrease is due to a decrease of cash and cash equivalents from money spent on a stock repurchase and lower interest rates available for the cash and temporary cash investments.



We have incurred a loss of $15,686 during the nine-month period ended September 30, 2004.  This compares to net loss of $6,095 during the nine-month period ended September 30, 2003.  We anticipate continuing losses until such time as interest rates rise to a level that enables our interest income to meet our ongoing administrative expenses.  The increase in net loss is attributable primarily to less interest income earned due to less cash and cash equivalents because of the stock repurchase.  Our expenses consist of accounting, legal and book keeping expenses related to complying with reporting requirements of the Securities Exchange Act of 1934.



Plan of Operation



Our plan of operation for the next twelve months will consist of attempting to acquire an interest in a business opportunity.  Due to our limited assets and our inability to raise additional financing due to the lack of a market for its Common Stock, it is anticipated that any such acquisition would be a "reverse take-over" accomplished through a merger or share exchange.  In such event our existing shareholders would likely become minority shareholders in the surviving entity.  We are not currently evaluating any specific acquisition opportunities.



---

We do not currently have any employees and anticipate utilizing the services of consultants to accomplish our plan of operation.  We currently have sufficient resources to meet our financial obligations for the next twelve months.



Item 3. Controls and Procedures



Within the 90 days prior to the date of this report, the company carried out an evaluation, under the supervision and with the participation of the companys management, including the companys principal executive officer and principal financial officer, of the effectiveness of the design and operation of the companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.  Based upon that evaluation, the principal executive officer and principal financial officer concluded that the companys disclosure controls and procedures are effective in timely alerting them to material information relating to the company required to be included in the companys periodic SEC filings.



PART II OTHER INFORMATION



Items deleted are not applicable.



Item 6.  Exhibits and Reports on Form 8-K



(a)

Exhibits



31.1--Certification required by Rule 13a-14(a) or Rule 15d-14(a). Green

31.2--Certification required by Rule 13a-14(a) or Rule 15d-14(a). Campbell

32.1--Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002,  18 U.S.C. Section 1350, Green

32.2--Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002,  18 U.S.C. Section 1350, Campbell



(b)

During the Quarter ended September 30, 2004 the Registrant filed no Form 8-Ks.



SIGNATURES



In accordance with Section 13 or 15(d) of  the Exchange Act the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



METALINE MINING & LEASING COMPANY



/s/ William R. Green

BY:

DATE:  November 18, 2004

WILLIAM R. GREEN, PRESIDENT and

CHIEF EXECUTIVE OFFICER



/s/ Eunice R. Campbell

BY:

DATE: November 18, 2004

EUNICE R. CAMPBELL, TREASURER and

PRINCIPAL FINANCIAL OFFICER