**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q/A-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, 2008





o TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT





For
      the
      transition period
      from to





**Commission
      File Number 333-129347**





**WHITE
      MOUNTAIN TITANIUM CORPORATION**


*(Name
      of small business issuer in its charter)*





**NEVADA**
            **87-0577390*****(State
                of incorporation or organization)***
            ***(IRS
                Identification No.)***








2150
      -
      1188 West Georgia Street


Vancouver,
      British Columbia


Canada,
      V6E 4A2


*(Address
      of principal executive offices)*





(604)
      408-2333


*(Issuer’s
      telephone number)*





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed under 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 the past
      90
      days. Yes (X)  No (
      )





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer”, “accelerated filer”, and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.




Large Accelerate Filer o
            
            Accelerated Filer oNon-Accelerated Filer o (Do
              not check if a smaller reporting
              company)
            
            Smaller Reporting Company x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
o
      No x





29,189,133
      shares of the issuer’s common stock, $.001 par value, were outstanding at May 5,
      2008.





Transitional
      Small Business Disclosure Format (Check One) Yes o
      No x




EXPLANATION





Item
      2 of
      Part I has been amended to include a discussion under a subsection titled
“Liquidity and Cash Flow.” This Amendment No. 1 continues to speak as of the
      date of the original Form 10-Q for the three months ended March 31, 2008, and
      we
      have not updated or amended the disclosures contained herein to reflect events
      that have occurred since the filing of the original Form 10-Q, or modified
      or
      updated those disclosures in any way other than as described above. Accordingly,
      this Amendment No.1 should be read in conjunction with our filings made with
      the
      SEC subsequent to the filing of the original Form 10-Q on May 14,
      2008.




1




**PART
      I. FINANCIAL INFORMATION**





**Item
      2. Management’s Discussion and Analysis**





The
      following discussion should be read in conjunction with our unaudited
      consolidated financial statements and related notes thereto as filed with this
      report.





**Background**





We
      are a
      mineral exploration company. We hold mining
      concessions composed of 33 registered mining exploitation concessions, and
      5
      exploration concessions, over approximately 8,225 hectares located approximately
      39 kilometers west of the City of Vallenar in the Atacama, or Region III,
      geographic region of northern Chile (hereinafter referred to as “Cerro Blanco”).
      We are in the exploration stage, which means we are engaged in the search for
      mineral deposits or reserves which could be economically and legally extracted
      or recovered. Our
      primary expenditures at this stage consist of acquisition and exploration costs
      and general and administration expenses. We
      have
      produced no revenues, have achieved losses since inception, have no operations,
      and currently rely upon the sale of our securities to fund our
      operations.





**Plan
      of Operation**





We
      completed the acquisition of an undivided interest in Cerro Blanco in September
      2005. Exploration drilling by us and the previous owner has defined rutile
      mineralization. Metallurgical test work performed by Lakefield Research has
      demonstrated that this mineralization can be concentrated to a level meeting
      buyer specifications and can be produced using a conventional milling and
      flotation process.





Over
      the
      next twelve to twenty-four months we have two principal objectives: to advance
      the project towards a final engineering feasibility level and to secure off-take
      contracts for the planned rutile concentrate output. We also continue to
      investigate the commercial viability of producing a feldspar co-product. The
      feldspar could find applications in the glass and ceramics industries. On a
      year
      over year comparative basis, our activity in 2008 is budgeted to closely track
      that of 2007, with similar levels of expenditure across all areas except for
      exploration and engineering where, subject to funds availability as discussed
      below, expenditures may exceed 2007 levels.





***Engineering***





During
      2006, we undertook two separate drilling campaigns on our initial target, the
      Las Carolinas prospect. The first was designed to test ore variability, and
      provided 15 different composites which were subjected to metallurgical testing
      by Lakefield Research. The second campaign, which commenced in
      October **** 2006,
      centered on **** an
      exploration program consisting mainly of infill and step out drilling, grade
      variability studies and regional reconnaissance in search of possible extensions
      to the mineralization and geologic modelling. On January 24, 2007 we announced
      that we had completed a 16-hole diamond drilling campaign, totaling over
      2,900 meters at Cerro Blanco.  The principal objectives of this
      campaign were to increase resources in the central portion of the main zone
      as
      well as to test new target areas to the south and south-west.  Core
      recoveries in excess of 95% were achieved in the majority of holes drilled.
      Split core samples were sent to Lakefield Research in Ontario, Canada, for
      on-going metallurgical testing, and whole-core geotechnical testing in
      respect of rock mechanics for mine planning purposes.  Results from these
      tests have been received.





Planning
      and execution of the drilling campaign was closely linked to previous
      metallurgical test work. The principal focus was to target titanium resources
      which would yield a high grade TiO 2 concentrate
      from conventional flotation.  After an extensive evaluation of historic
      data, our contract geologists devised and are now utilizing an ore ranking
      system, MR1 (“Mine Rank 1”) through to MR4, with ranks MR1 and MR2
      producing the best, and most commercially acceptable chemical product
      specifications.  Of the 16 drill holes, the table below shows the most
      significant results available from analysis to date, and highlights the combined
      MR1 and MR2 intercepts.




2


**Hole
                  #**
              **From
                  (m)**
              **To
                  (m)**
              **Width
                  (m)**
              **%
                  TiO****2**CB-26
              Total
                  MR1 + MR2
              
              267
              2.24Including
              36
              78
              42
              3.4881
              123
              42
              3.10CB-14
              Total
                  MR1 + MR2
              
              168
              2.52Including
              3
              54
              51
              2.5060
              138
              78
              2.77CB-27
              Total
                  MR1 + MR2
              
              156
              2.47Including
              96
              144
              48
              3.74144
              222
              78
              2.03CB-17
              Total
                  MR1 + MR2
              
              143
              2.24Including
              33
              123
              90
              2.30147
              200
              53
              2.14




Data
      from
      the latest drilling campaign has been input into a geological model and this
      model, together with ongoing technical work, has been integrated into
      a resource model.




Titanium
      mineralization starts at surface and extends over long intercepts with both
      attributes offering the potential for low mining costs. We believe we have
      good
      results in the central portion of the main zone of Cerro Blanco, as well as
      significant potential for further resource development to the south and
      south-west areas of the property.




During
      2007, the Company’s geological team undertook an extensive geochemical sampling
      program at the Eli prospect. Working on a 25 by 25 meter grid, the team took
      nearly 700 samples of outcrop material over an area of 1100 meters by 900
      meters. These were sent for chemical assay, and good surface expression was
      noted throughout. Samples showed good mineralization with TiO2 grades in the
      range 1.0% to 3.0%; two samples from high grade vein material reported results
      in excess of 21% TiO2 and 25% TiO2 respectively. As a result, in early 2008,
      the
      Company has built a 12 kilometer, 5 meter wide access road to and around the
      Eli
      prospect. Subject to the availability of funds, a diamond drill program is
      planned at Eli to gain more information about the mineralization, and assess
      the
      resource potential for future geological and metallurgical test
      work.





We
      are
      currently in discussions with our internationally recognized engineering
      contractor with respect to the results of our preliminary engineering
      assessment. We expect to receive the final, English language report shortly.
      Based on these discussions, we expect the results of the assessment to support
      our internal assessments of the project.





A
      considerable body of engineering design and process engineering work has already
      been completed, both by us and previous owners, for the development of a large
      open pit mine and milling operation. The extent to which this engineering work
      could be incorporated into a feasibility study will depend on factors such
      as
      optimal plant sizing and configuration based on product volumes and
      specifications set out in off-take contracts and process design, the latter
      to
      be determined by refinements coming out of this year’s planned metallurgical
      test work and pilot scale testing. With off-take contracts in hand, we would
      undertake a program of drilling to provide data for mine planning and design.
      for an environmental impact assessment and permitting program, and to commission
      a feasibility study. As some of these activities would be undertaken in tandem,
      we believe a feasibility study could be completed within twelve to fourteen
      months of us receiving off-take contracts, subject to the availability of funds,
      personnel and equipment. We estimate the cost to take the project to the point
      of commissioning a final engineering feasibility study at approximately
      $3,408,000. This figure includes a 20 per cent contingency but excludes general
      and administrative expenses. As of March 31, 2008, our cash position was
      approximately $2,045,061. We currently do not have sufficient capital to
      complete this plan and estimate that we will require additional financing to
      do
      so, as discussed in Liquidity below





3


***Marketing***





With
      respect to the second objective, we commenced a marketing program directed
      at
      potential buyers of rutile, and have engaged a consultant with extensive
      experience in the international pigments business, to conduct a preliminary
      evaluation of the market. The marketing program includes provision for testing
      of samples of Cerro Blanco rutile concentrates at the buyers’ operations and,
      subject to technical acceptability, will end with the negotiation of off-take
      contracts.





In
      February 2007 executive management and our marketing team attended the Intertech
      Titanium Conference in Fort Lauderdale, Florida. At this event we met with
      buyers of high grade rutile concentrate to gauge the potential demand for Cerro
      Blanco product and held discussions with TiO 2 specialists.





In
      April
      2008 executive management and our marketing team attended the Industrial
      Minerals Conference, in Athens Greece. At this event we also met with buyers
      of
      high grade rutile concentrate. We believe that market conditions are moving
      favorably towards the producers of concentrate as supply is tightening on a
      worldwide basis and prices are tending upwards. We received considerable
      interest in our projects, with questions concentrating on tonnage as opposed
      to
      pricing, a major change in perspective from past conferences.





Based
      on
      these discussions and preliminary marketing results, we believe that demand
      for
      our products will meet or exceed the planned capacity of the currently
      anticipated proposed physical plant. The market for TiO 2 feedstock,
      particularly high grade rutile, appears to be entering a growth period, with
      increased demand coming not only from the paint and pigment industries, but
      also
      from welding rod manufacturers and metal producers. Our ability to enter this
      market, however, is subject to significant risk factors, including our ability
      to raise sufficient funds to meet the engineering plans noted above, as well
      as
      the successful completion of pilot plant operations which produce product that
      meets purchaser’s specifications.





**Results
      of Operations**





We
      recorded a loss for the three months ended March 31, 2008 of $638,103 ($(0.02
      per weighted average common share outstanding) compared to a loss of $427,173
      ($(0.03 per share) for the comparable interim period in the preceding year.
      This
      50% increase in loss in the current quarter is attributable to an increase
      in
      exploration expenditures to $301,761 in the quarter from $158,531 in the
      comparable quarter of the previous year, and an increase in licenses and taxes
      to $56,899 from $4,859.





Generally
      expenses are comparable this quarter to the corresponding quarter last year.
      Consulting fees for the quarter were $66,590 (2007 - $55,303) as we continue
      to
      retain consultants in such areas as marketing and financing. Professional fees
      were $37,350 (2007 - $35,791) reflecting continued increases in accounting
      expenses. Insurance expense is at $15,640 compared to $3,113 as we are
      recognizing the expense on a monthly basis as opposed to when
      invoiced.





Director
      and officer consulting fees for the quarter were $75,700 (2007 - $59,440) as
      the
      consulting fees of the CFO are now included in this category. Management fees
      of
      $34,800 (2007 - $24,000) reflect a modest increase in current payments. Rent
      also reflects an increase from $22,987 in 2007 to $30,196 in 2008 as office
      lease rates increased over the year.





Foreign
      exchange, both realized and unrealized, fluctuated significantly during the
      comparable periods from a loss of $3,472 in 2007 to a gain of $33,445 in 2008
      as
      the Chilean Peso has appreciated significantly against the US Dollar. As we
      have
      considerable assets, and occasionally cash balances, in Chile, any such
      fluctuation will cause foreign exchange gains or losses upon consolidation
      of
      the Company’s subsidiaries.





**Liquidity
      and Cash Flow**





As
      of
      March 31, 2008 we had working capital of $2,040,849 (2007 - $1,597,211)
      including $2,045,061 (2007 -$1,539,173) of cash and cash equivalents. As of
      May
      15, 2008 our cash position is approximately $1.665,750.





We
      have
      prepared a 2008 combined operating budget which incorporates general corporate
      and administrative expenses as well as a base case of Chilean operations plus
      road construction, engineering studies, and drilling. We anticipate that
      expenditures, net of interest income will be such that we have sufficient funds
      for up to two years of operations, excluding 2008 drilling expenditures. The
      diversion of funds from general purposes to engineering and marketing will,
      however, reduce the period during which we can cover expenditures.





4




We
      anticipate 2008 expenditures on the engineering and marketing plans to be as
      follows:





**Minimum**
            **Maximum**Pre-feasibility
                study
            $120,000
            $120,000Pilot
                plant program
            500,000
            600,000Marketing
            50,000
            60,000Drilling
                of additional targets including the Eli claims and
                roadwork
            1,120,000
            1,120,000Additional
                claim holding costs
            40,000
            60,000Environmental
                compliance
            100,000
            200,000Final
                feasibility study
            400,000
            400,000Contingency
            160,000
            210,000Total
            $2,490,000
            $2,770,000




We
      have
      been actively sourcing additional funds to meet or exceed the anticipated
      expenditures above. We believe that the prospects are such that we will be
      able
      to raise sufficient funds; however there are a number of risk factors which
      will
      influence our ability to do so, including the state of the capital markets
      generally, and the market price of our common stock. With the exception of
      funds
      on deposit, we have no other sources of committed funds, except for outstanding
      warrants for which there are no commitment to exercise. The most likely source
      of new funds would be an equity placement of common shares.





We
      believe that a failure to raise funds in a timely manner would likely delay
      the
      achievement of some of the milestones in the engineering and marketing plans,
      and would delay any decision regarding the viability of operations while likely
      increasing future costs.





The
      July
      2005 funding agreement with Rubicon contained certain anti-dilution provisions,
      such that any subsequent funds raised below $1.25 per share may trigger
      provisions which require the issuance of additional shares or re-pricing of
      warrants held by **** Rubicon.
      This may influence our decision as to the suitability of any future financing.





**Off-Balance
      Sheet Arrangements**





As
      of
      March 31, 2008, the Company did not have any off-balance sheet
      arrangements.





**Recent
      Accounting Pronouncements**





In
      December 2007, the FASB issued SFAS No. 141(R), *“Business
      Combinations”* (SFAS
      141(R)), which replaces SFAS 141. SFAF 141(R) requires assets and liabilities
      acquired in a business combination, contingent consideration, and certain
      acquired contingencies to be measured at their fair values as of the date of
      acquisition. SFAS 141(R) also requires that acquisition-related costs and
      restructuring costs be recognized separately from the business combination.
      SFAS
      141(R) is effective for fiscal years beginning after December 15, 2008 and
      will
      be effective for business combinations entered into after January 1, 2009.





In
      December 2007, the FASB issued SFAS No. 160, *“Non-controlling
      interests in Consolidated Financial Statements, an Amendment of ARB No.
      51”* (SFAS
      160). SFAS 160
      clarifies the accounting for non-controlling interests and establishes
      accounting and reporting standards for the non-controlling interest in a
      subsidiary, including classification as a component of equity. SFAS 160 is
      effective for fiscal years beginning after December 15, 2008. The Company does
      not currently have any minority interests.




In
      March
      2008, the FASB issued SFAS No. 161, *Disclosures about Derivative Instruments and Hedging Activities* ("SFAS
      161"). SFAS 161 is intended to improve financial reporting about derivative
      instruments and hedging activities by requiring enhanced disclosures to enable
      investors to better understand their effects on an entity's financial position,
      financial performance, and cash flows. SFAS 161 achieves these improvements
      by
      requiring disclosure of the fair values of derivative instruments and their
      gains and losses in a tabular format. It also provides more information about
      an
      entity's liquidity by requiring disclosure of derivative features that are
      credit risk-related. Finally, it requires cross-referencing within footnotes
      to
      enable financial statement users to locate important information about
      derivative instruments. SFAS 161 will be effective for financial statements
      issued for fiscal years and interim periods beginning after November 15, 2008,
      will be adopted by the Company beginning in the first quarter of 2009. The
      Company does not expect there to be any significant impact of adopting SFAS
      161
      on its financial position, cash flows and results of operations.




5




**Forward
      Looking Statements**





The
      statements contained in this report that are not historical facts are
      forward-looking statements that represent management’s beliefs and assumptions
      based on currently available information. Forward-looking statements include
      the
      information concerning our possible or assumed future results of operations,
      business strategies, need for financing, competitive position, potential growth
      opportunities, potential operating performance improvements, ability to retain
      and recruit personnel, the effects of competition and the effects of future
      legislation or regulations. Forward-looking statements include all statements
      that are not historical facts and can be identified by the use of
      forward-looking terminology such as the words “believes,” “intends,” “may,”
“will,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable
      terminology or by discussions of strategy or trends. Although we believe that
      the expectations reflected in such forward-looking statements are reasonable,
      we
      cannot give any assurances that these expectations will prove to be correct.
      Such statements by their nature involve risks and uncertainties that could
      significantly affect expected results, and actual future results could differ
      materially from those described in such forward-looking statements. Among the
      factors that could cause actual future results to differ materially are the
      risks and uncertainties discussed in this report. While it is not possible
      to
      identify all factors, we continue to face many risks and uncertainties
      including, but not limited to, the cyclicality of the titanium dioxide industry,
      global economic and political conditions, global productive capacity, customer
      inventory levels, changes in product pricing, changes in product costing,
      changes in foreign currency exchange rates, competitive technology positions
      and
      operating interruptions (including, but not limited to, labor disputes, leaks,
      fires, explosions, unscheduled downtime, transportation interruptions, war
      and
      terrorist activities). Mining operations are subject to a variety of existing
      laws and regulations relating to exploration and development, permitting
      procedures, safety precautions, property reclamation, employee health and
      safety, air and water quality standards, pollution and other environmental
      protection controls, all of which are subject to change and are becoming more
      stringent and costly to comply with. Should one or more of these risks
      materialize (or the consequences of such a development worsen), or should the
      underlying assumptions prove incorrect, actual results could differ materially
      from those expected. We disclaim any intention or obligation to update publicly
      or revise such statements whether as a result of new information, future events
      or otherwise. There may also be other risks and uncertainties that we are unable
      to predict at this time or that we do not now expect to have a material adverse
      impact on our business.











**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, the
      registrant has duly caused this report to be signed on its behalf by the
      undersigned hereunto duly authorized.






**White
              Mountain Titanium Corporation**Date: May
              23,
              2008
            By:
            /s/ Michael
              P. KurtanjekMichael
                P. Kurtanjek, President(Principal
                Executive Officer)  Date: May
                23,
                2008
              By:
              /s/ Charles
                E. JenkinsCharles
                    E. Jenkins, Chief Financial Officer (Principal Financial
                    Officer)
 6