UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-QSB/A



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

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2002



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 1-1428



METALINE MINING & LEASING COMPANY





Washington

91-0684860



(State of other jurisdiction of

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

incorporation 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   14,555,668



Transitional Small Business Disclosure Format (check one);

Yes _____    No X







Page 1 of 9

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METALINE MINING & LEASING COMPANY

FORM 10-QSB/A

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002



PART I. - FINANCIAL INFORMATION



Item 1 Financial Information





Metaline Mining & Leasing Company

Balance Sheet                                               September 30, 2002

(Unaudited)









ASSETS

CURRENT ASSETS:

Cash and cash equivalents:

Cash in bank                                            $    381,969

Temporary cash investments                                   713,333

-------------

Total current assets                                     1,095,302





PREPAID FEDERAL INCOME TAX                                         2,562

INVESTMENTS                                                       15,074

PARTNERSHIP PROPERTIES                                            5,821

-------------

$  1,118,759

=============



LIABILITIES AND STOCKHOLDERS' EQUITY



CURRENT LIABILITIES:

Accounts payable                                          $        309



Common stock  15,000,000 shares, no par value,

authorized; 14,555,668 shares issued and outstanding           954,282



Accumulated other comprehensive income:

Unrealized loss, marketable securities                          (4,417)

Retained earnings                                                168,585

-------------

Total stockholders' equity                             1,118,450

-------------

$  1,118,759

=============

















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,

----------------------  ----------------------

2002        2001        2002        2001

----------  ----------  ----------  ----------

INCOME:

Dividends and interest income   $   3,783   $   7,105   $  10,900   $  33,243



EXPENSES:

Professional fees                     517       1,966       7,757      10,212

Office expense                        862         650       1,826       1,256

----------  ----------  ----------  ----------

1,379       2,616       9,583      11,468



INCOME BEFORE INCOME TAXES            2,404       4,489       1,317      21,775



FEDERAL INCOME TAX                      198         673         198       3,266

----------  ----------  ----------  ----------



NET INCOME                        $   2,206   $   3,816   $   1,119   $  18,509

==========  ==========  ==========  ==========





BASIC INCOME PER SHARE

(based upon weighted average

share outstanding)                   NIL        NIL        NIL         NIL

==========  ==========  ==========  ==========























































See accompanying note to financial statements.



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Metaline Mining & Leasing Company

Statements of Cash Flows

(Unaudited)

Nine Months Ended

September 30,

--------------------------

2002          2001

------------  ------------

Increase (Decrease) in Cash and Cash Equivalents



Cash Flows From Operating Activities:

Net income                                       $     1,119   $    18,509

Adjustments to reconcile net income to net

cash provided by (used in) operating

activities

(Increase) decrease in:

Income tax receivable                            (2,176)          774

(Decrease) increase in:

Accounts payable                                 (1,500)          -

Income tax payable                                  -             236

------------  ------------

Net cash provided by (used in) operating activities     (2,557)       19,519





NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    (2,557)       19,519





CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD       1,097,859     1,076,017

------------  ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD           $ 1,095,302   $ 1,095,536

============  ============

























































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, 2002, and its results of operations for the nine-month periods ended September 30, 2002 and 2001, and its cash flows for the nine-month periods ended September 30, 2002 and 2001.  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, 2002



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, 2002 decreased from $7,105 to $3,783 for the same period ended September 30, 2001. This decrease is due to lower interest rates available for the cash and temporary cash investments.



We had net income of $2,206 during the three-month period ended September 30, 2002. This compares to net income of $3,816 during the three-month period ended September 30, 2001. We anticipate continuing nominal net income until such time as interest rates rise. Our expenses consist of accounting, legal and book keeping expenses related to complying with reporting requirements of the Securities Exchange Act of 1934.



Nine Months Ended September 30, 2002



We had no revenues from operations during the six months ended September 30, 2002. Our only income has been derived from interest on our cash and temporary cash investments. Interest income year- to-date for the nine-month period ended September 30, 2002 decreased from $33,243 to $10,900 for the same period ended September 30, 2001. This decrease is due to lower interest rates available for the cash and temporary cash investments.



We had net income of $1,119 during the nine-month period ended September 30, 2002. This compares to net income of $18,509 during the nine-month period ended September 30, 2001. We anticipate continuing nominal income until such time as interest rates rise. 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.











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PART II OTHER INFORMATION



Items deleted are not applicable.



During the Quarter ended September 30, 2002 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/ Gregory B. Lipsker

BY:

DATE:  December 11, 2002

GREGORY B. LIPSKER, PRESIDENT



/s/ William R. Green

BY:

DATE:  December 11, 2002

WILLIAM R. GREEN, SECRETARY



















































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CERTIFICATION



I, Gregory B. Lipsker, certify that:



1.

I have reviewed this quarterly report on Form 10-QSB/A of Metaline Mining & Leasing Company;



2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;



3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



(a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report if being prepared;



(b)

evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



(c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.

The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



(a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.

The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  December 11, 2002



/s/ Gregory B. Lipsker

Gregory B. Lipsker, Chief Executive Officer



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CERTIFICATION



I, Eunice Campbell, certify that:



1.

I have reviewed this quarterly report on Form 10-QSB/A of Metaline Mining & Leasing Company;



2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;



3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



(a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report if being prepared;



(b)

evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



(c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.

The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



(a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.

The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  December 11, 2002



/s/ Eunice Campbell

Eunice Campbell, Chief Financial Officer