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 January 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: 000-27667

                  METALLINE MINING COMPANY
    (Exact name of registrant as specified in its charter)

                Nevada              91-1766677
(State or other jurisdiction  (IRS Employer Identification No.)
    of incorporation)

                     1330 E. Margaret Ave.
                    Coeur d'Alene, ID 83815
             (Address of principal executive offices)

       Registrant's telephone number, including area code:
                        (208) 665-2002

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act:

  Common Stock                       The OTC-Bulletin Board
Title of each class             Name of each exchange on which
                                            registered.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period as the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes [X]  No [  ]
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                      EXPLANATORY NOTE


This report has been amended for the sole purpose of  (1)
restating and clarifying paragraphs 2 and 3 of management's
discussion of Liquidity and Capital Resources in Item 2 of Part
I, specifically because the Company has sufficient funds to carry
on operations during the next twelve months, and  (2) restating
the discussion under Part II, Item 1 to include information on a
second lawsuit which has been dismissed.



PART I, Item 2.  Management's Discussion and Analysis of
Financial Condition and Results of Operations.

Liquidity and Capital Resources.

  From inception until July 1996, the Company was essentially
dormant, having as its only asset unpatented mining claims
located in the State of Montana ("Kadex Property"). The Company
has subsequently dropped the Kadex Property claims. Since July
1996, the focus of the Company has been the Sierra Mojada Project
located in Coahuila, Mexico. The Company is currently involved in
exploration and reserve definition of its Sierra Mojada Property.

  In order to maintain operations, the Company will have to raise
additional capital through loans or through the sale of
securities. If the Company is unable to raise additional capital,
it may have to cease operations. The Company's plan of operation,
subject to maintaining sufficient funds, calls for drilling and
sampling of the red zinc manto to define an ore reserve and
continued mining of zinc carbonate from the white zinc manto for
delivery to Metalline's fertilizer client.



PART II, Item 1.  Legal Proceedings.

  Minera Metalin, the Company's Mexican subsidiary, has been
named as a co-defendant in a lawsuit filed in Mexico regarding
the Company's purchase of two mining concessions. The Mexican
court rejected the claims against both parties in dismissing the
suit. In another matter, a judgment was made against the Mexican
subsidiary in regard to a labor dispute between Minera Metalin
and a former Mexican employee. A settlement agreement was reached
with the party and during the nine months ended July 31, 2003 the
Company settled this obligation for approximately $36,000. The
Company paid approximately $13,800 at the time of the settlement
agreement, with the balance payable in six equal installments of
approximately $3,700. The Company has met its obligation under
the settlement agreement.
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SIGNATURES

 In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.

      METALLINE MINING COMPANY

      Date:  March 12, 2004
      By: /s/ Wayne L. Schoonmaker
          ---------------
          Wayne Schoonmaker, its
          Principal Accounting Officer
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