**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 September 30, 2008





(
      )
      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*
            *(IRS
                Identification No.)**organization)*





Enrique
      Foster Sur 20, Piso 19


Las
      Condes, Santiago


Chile


*(Address
      of principal executive offices)*





(56
      2)
      231-5780


*(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 ( )
            Accelerated
                Filer ( )Non-Accelerated
                Filer ( ) (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
      (
      )  No
      (X)





32,030,709
      shares of the issuer’s common stock, $.001 par value, were outstanding at
      October 30, 2008.





Transitional
      Small Business Disclosure Format (Check One) Yes ( )  No
      (X)





**Explanation**





The
      purpose of this amended filing is to correct two typographical errors in Item
      2
      of Part II of the original filing and to revise the information to indicate
      the
      amount paid in selling commissions in the offering described in such item.
      No
      other changes have been made to the original filing.













**PART
      II. OTHER INFORMATION**





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**





As
      of
      September 30, 2008, the Company had closed on its previously announced offering
      of up to 5,000,000 shares at a price of $0.75 per share. The offering was made
      concurrently to persons within the United States and to non-U.S. persons located
      outside the United States. We sold a total of 2,841,576 shares of common stock
      in the offering for gross proceeds of $2,131,182. During the second quarter
      we
      had previously reported 138,707 shares as being sold, which shares are included
      in the preceding total. Of these 2,841,576 shares sold in this offering,
      2,817,869 were sold within the United States without registration under the
      Securities Act by reason of the exemption from registration afforded by the
      provisions of Section 4(6) and/or Section 4(2) thereof, and Rule 506 promulgated
      thereunder, as a transaction by an issuer not involving any public offering.
      Each of the purchasers was an accredited investor as defined in Regulation
      D.
      The remaining 23,707 shares were sold outside the United States to non-U.S.
      persons in accordance with the provisions of Regulation S. Each investor
      delivered appropriate investment representations with respect to this stock
      sale
      and consented to the imposition of restrictive legends upon the stock
      certificate representing the shares. No investor entered into the transaction
      with us as a result of or subsequent to any advertisement, article, notice,
      or
      other communication published in any newspaper, magazine, or similar media
      or
      broadcast on television or radio, or presented at any seminar or meeting. Each
      investor was also afforded the opportunity to ask questions of our management
      and to receive answers concerning the terms and conditions of the transaction.
      The Company paid $140,168 in selling commissions to licensed selling agents
      in
      this offering.










**SIGNATURES**





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








**White
                Mountain Titanium Corporation**Date:
                November 13, 2008
            By:
            /s/ Michael
              P. KurtanjekMichael
                P. Kurtanjek, President(Principal
                Executive Officer) Date:
                November 13, 2008
            By:
            /s/ Charles
              E. JenkinsCharles
                E. Jenkins, Chief Financial Officer(Principal
                Financial
                Officer)