EXHIBIT 31.2

                            METALLINE MINING COMPANY

                  CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER

         I, Wayne L. Schoonmaker, certify that:

         1. I have  reviewed this  quarterly  report on Form 10-QSB of Metalline
Mining Company.

         2. Based on my  knowledge,  this  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 report;

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

         4. The small  business  issuer's  other  certifying  officer  and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as  defined  in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the small
business issuer and have:

                  a) Designed such disclosure controls and procedures, or caused
         such  disclosure  controls  and  procedures  to be  designed  under our
         supervision to ensure that material  information  relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities,  particularly  during the period
         in which this report is being prepared;

                  b) Evaluated the  effectiveness of the small business issuer's
         disclosure  controls and  procedures  and  presented in this report our
         conclusions  about the  effectiveness  of the  disclosure  controls and
         procedures, as of the end of the period covered by this report based on
         such evaluation; and

                  c) Disclosed  in this report any change in the small  business
         issuer's internal control over financial reporting that occurred during
         the small  business  issuer's  most recent  fiscal  quarter  (the small
         business  issuer's  fourth  fiscal  quarter  in the  case of an  annual
         report)  that has  materially  affected,  or is  reasonably  likely  to
         materially  affect,  the small business  issuer's internal control over
         financial reporting; and

         5. The small  business  issuer's  other  certifying  officer and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

                  a) all significant deficiencies and material weaknesses in the
         design or operation of internal control over financial  reporting which
         are reasonably  likely to adversely affect the small business  issuer's
         ability   to  record,   process,   summarize,   and  report   financial
         information; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
         management or other employees who have a significant  role in the small
         business issuer's internal control over financial reporting.


Date:  June 14, 2006

                  /s/ Wayne L. Schoonmaker
                  -----------------------------
                  Principal Financial Officer


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