UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-QSB/A

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 March 31, 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  7,227,934



Transitional Small Business Disclosure Format (check one);

Yes _____    No X











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METALINE MINING & LEASING COMPANY

FORM 10-QSB/A

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004



PART I. - FINANCIAL INFORMATION



Item 1.   Financial Information



|METALINE MINING & LEASING COMPANY              |                                                                                                      |                                        |                                
|---------------------------------------------- | ---------------------------------------------------------------------------------------------------- | -------------------------------------- | -------------------------------
|BALANCE SHEETS (Unaudited)                     |                                                                                                      |                                        |                                
|                                               |                                                                                                      |                                        |                                
|                                               |                                                                                                      |                                        |                                
|                                               |                                                                                                      |                                        |                                
|ASSETS                                         |                                                                                                      |                                        |                                
|                                               |                                                                                                      |                                        |                                
|CURRENT ASSETS:                                |                                                                                                      |                                        |                                
|                                               | Cash                                                                                                 |                                        |                                
|                                               | Temporary cash investments                                                                           | 150,119                                |                                
|                                               |                                                                                                      |                                        | Total cash and cash investments
|                                               |                                                                                                      |                                        |                                
|                                               | Federal income tax receivable                                                                        | 1,200                                  |                                
|                                               |                                                                                                      |                                        | Total current assets           
|                                               |                                                                                                      |                                        |                                
|INVESTMENTS                                    | 20,265                                                                                               |                                        | 19,453                         
|                                               |                                                                                                      |                                        |                                
|MINING PROPERTIES                              | 7,720                                                                                                |                                        | 7,720                          
|                                               |                                                                                                      |                                        |                                
|                                               |                                                                                                      |                                        |                                
|LIABILITIES AND STOCKHOLDERS' EQUITY           |                                                                                                      |                                        |                                
|                                               |                                                                                                      |                                        |                                
|CURRENT LIABILITIES:                           |                                                                                                      |                                        |                                
|                                               | Accounts payable                                                                                     | 309                                    |                                
|                                               |                                                                                                      |                                        |                                
|STOCKHOLDERS' EQUITY:                          |                                                                                                      |                                        |                                
|                                               | Common stock -- 15,000,000 shares, no par value,
authorized; 7,277,934 shares issued and outstanding | 379,282                                |                                
|                                               | Accumulated other comprehensive income:                                                              |                                        |                                
|                                               |                                                                                                      | Unrealized loss, marketable securities | 774                            
|                                               | Retained earnings                                                                                    | 157,771                                |                                
|                                               |                                                                                                      |                                        | Total stockholders' equity     
|                                               |                                                                                                      |                                        |                                
|                                               |                                                                                                      |                                        |                                
|See accompanying note to financial statements. |                                                                                                      |                                        |                                



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|METALINE MINING & LEASING COMPANY              |                                     |               |            
|---------------------------------------------- | ----------------------------------- | ------------- | -----------
|STATEMENTS OF INCOME (Unaudited)               |                                     |               |            
|                                               |                                     |               |            
|                                               |                                     |               |            
|                                               |                                     |               |            
|                                               |                                     |               |            
|                                               |                                     |               |            
|INCOME:                                        |                                     |               |            
|                                               | Dividend and interest income        | $         606 |            
|                                               |                                     |               |            
|EXPENSES:                                      |                                     |               |            
|                                               | Professional fees                   | 3,578         |            
|                                               | Advertising expense                 | 1,000         |            
|                                               | Office expense                      | 317           |            
|                                               |                                     |               |            
|                                               |                                     |               |            
|LOSS BEFORE OTHER INCOME                       |                                     |               |            
|                                               | AND FEDERAL INCOME TAX              | (4,289)       |            
|                                               |                                     |               |            
|OTHER INCOME:                                  |                                     |               |            
|                                               | Income from partnership interests   | 400           |            
|                                               |                                     |               |            
|LOSS BEFORE FEDERAL INCOME TAX                 | (3,889)                             |               | (5,380)    
|                                               |                                     |               |            
|PROVISION FOR FEDERAL INCOME TAX               | -                                   |               | -          
|                                               |                                     |               |            
|NET LOSS                                       | $    (3,889)                        |               | $   (5,380)
|                                               |                                     |               |            
|BASIC LOSS PER SHARE, based on                 |                                     |               |            
|                                               | weighted average shares outstanding | 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 loss                                      |                               |                         
|                                                 | Adjustments to reconcile net loss)to net cash |                               |                         
|                                                 |                                               | used in operating activities: |                         
|                                                 |                                               |                               | Increase in liabilities:
|                                                 |                                               |                               |                         
|                                                 |                                               |                               |                         
|                                                 |                                               |                               |                         
|NET DECREASE IN CASH AND                         |                                               |                               |                         
|                                                 | AND CASH EQUIVALENTS                          | (3,889)                       |                         
|                                                 |                                               |                               |                         
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   | 512,840                                       |                               | 1,092,510               
|                                                 |                                               |                               |                         
|CASH AND CASH EQUIVALENTS, END OF PERIOD         | $       508,951                               |                               | $  1,091,930            
|                                                 |                                               |                               |                         
|See accompanying note to financial statements.   |                                               |                               |                         



































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METALINE MINING & LEASING COMPANY

NOTE TO FINANCIAL STATEMENTS





NOTE -- BASIS OF PRESENTATION:



The unaudited financial statements have been prepared by Metaline Mining & Leasing Company (the Company), 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 generally accepted accounting principles have been omitted pursuant to such SEC rules and regulations.  These financial statements should be read in conjunction with the financial statements and notes thereto included in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2003, which was filed April 15, 2004.  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 March 31, 2004, and its results of operations for the three-month periods ended March 31, 2004 and 2003, and its cash flows for the three-month periods ended March 31, 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 March 31, 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 March 31, 2004 decreased from $3,226 to $606 for the same period ended March 31, 2003. This decrease is due to lower interest rates available for the cash and temporary cash investments.



We had a net loss of $3,889 during the three-month period ended March 31, 2004. This compares to net loss of $5,380 during the three-month period ended March 30, 2003. We anticipate continuing net loses income 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.



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.



Item 5.   Other Information



During the quarter ended March 31, 2004, Lee Irving was appointed as a Director of the Company to fill the vacancy created by the resignation of Gregory B. Lipsker as the President and a director of the Company. William R. Green was appointed as President of the Company.



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 March 31, 2004 the Registrant filed no Form 8-Ks.



















































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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:  May 26, 2004

WILLIAM R. GREEN, PRESIDENT and

CHIEF EXECUTIVE OFFICER



/s/ Eunice R. Campbell

BY:

DATE: May 26, 2004

EUNICE R. CAMPBELL, TREASURER and

PRINCIPAL EXECUTIVE OFFICER























































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