**U.S.
SECURITIES AND EXCHANGE COMMISSION**
Washington,
D.C. 20549

**Form
10-KSB/A**
Amendment
No. 1
(Mark
One)

x
    Annual
      report under section 13 or 15(d) of the Securities Exchange Act of
      1934
**for
the fiscal year ended December 31, 2004**

o
    Transition
      report under section 13 or 15(d) of the Securities Exchange Act of 1934
**for
the transition period from********to******

**Commission
file number 000-22731**
****

**MINERA
ANDES INC.**
(Name
of small business issuer in its charter)

**Alberta,
Canada**
(State
or other jurisdiction of incorporation or organization)

**None**
(I.R.S.
Employer Identification No.)

**111
E. Magnesium Road, Suite A, Spokane, Washington****99208**
(Address
of principal executive offices)

**(509)
921-7322**
(Issuer’s
telephone number)

Securities
registered under Section 12(b) of the Act:
Title
of each class Name of each exchange on which
registered:
**None**

Securities
registered under Section 12(g) of the Act:
**Common
shares without par value**



Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities 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****o**

Check
if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.x

The
issuer is in the exploration stage and has no revenues for its most recent
fiscal year.

The
aggregate market value of the voting stock held by non-affiliates as of March
31, 2005 was$42,510,609.

State
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date:**As
of March 31, 2005 the Registrant had 90,079,504 common shares
outstanding.**
Transitional
Small Business Disclosure Format (Check one:)**Yes****o********No**x






**Explanatory
Note**

This
Amendment No. 1 is being filed solely to amend the officer certifications
contained in Exhibits 31.1 and 31.2, which, as originally filed, had incorrectly
referred to this report as a “quarterly report” instead of an “annual report.”
Therefore, this Amendment restates Item 13, “Exhibits,” and the Index to
Exhibits to reflect the filing in this amendment of the officer certifications
in Exhibits 31.1 and 31.2, as well as the officer certifications in Exhibits
32.1 and 32.2, as required by Rule 12b-15 under the Securities Exchange Act of
1934.


**Item
13. Exhibits**

The
Exhibits described in the Index to Exhibits on pages 3 through 5 of this
amendment are included as part of this Form 10-KSB.

2**INDEX
TO EXHIBITS**

****
****Exhibit**
**Number** **Description**

2.1
    Asset
      and Share Acquisition Agreement between MASA, NADSA, Minera Andes
      Degerstrom, Brian Gavin, Jorge Vargas, and Enrique Rufino Marzari
      Elizalde, dated March 8, 1995, as amended on April 19, 1996 (incorporated
      by reference to Exhibit 2.1 to Minera Andes’ Registration Statement on
      Form 10-SB, Commission File No. 000-22731 (the “Form
    10-SB”)).2.2
    Arrangement
      between Minera Andes and Scotia Prime Minerals, Inc. (incorporated by
      reference to Exhibit 2.2 to the Form 10-SB).3.1
    Articles
      of Incorporation (incorporated by reference to Exhibit 3.1 to the Form
      10-SB).3.2
    Bylaws
      (incorporated by reference to Exhibit 3.2 to the Form
    10-SB).10.1
    Conveyance
      Agreement between NADSA and N.A. Degerstrom, Inc., dated July 1, 1994
      (incorporated by reference to Exhibit 10.1 to the Form
    10-SB).10.2
    Conveyance
      Agreement between NADSA and N.A. Degerstrom, Inc., dated July 1, 1994
      (incorporated by reference to Exhibit 10.2 to the Form
    10-SB).10.3
    Operating
      Agreement between Minera Andes and N.A. Degerstrom, Inc. dated March 15,
      1995 (incorporated by reference to Exhibit 10.3 to the Form
      10-SB).10.4
    Share
      Option Agreement between Minera Andes and Jorge Vargas, dated March 15,
      1995 (incorporated by the reference to Exhibit 10.4 to the Form
      10-SB).10.5
    Share
      Option Agreement between Minera Andes and Enrique Rufino Marzari Elizalde,
      dated March 15, 1995 (incorporated by reference to Exhibit 10.5 to the
      Form 10-SB).10.6
    Special
      Warrant Indenture between Minera Andes and Montreal Trust Company of
      Canada, dated December 13, 1996 (incorporated by reference to Exhibit
      10.18 to the Form 10-SB).10.7
    Purchase
      Warrant Indenture between Minera Andes and Montreal Trust Company of
      Canada, dated December 13, 1996 (incorporated by reference to Exhibit
      10.19 to the Form 10-SB).10.8
    Agreement
      dated April 30, 1996 between Minera Andes and Waiata Resources for the
      provision of financial advisory services (incorporated by reference to
      Exhibit 10.20 to the Form 10-SB).10.9
    Amended
      Stock Option Plan, dated June 26, 1996, as amended June 26, 1998, as
      amended June 23, 2000 (incorporated by reference to Exhibit 10.15 to the
      Form 10-KSB for the fiscal year ended December 31,
  2000).10.10
    Purchase
      and Sales Agreement (Chubut cateos, Mina Leon I, Mina Leon II and Leleque)
      dated August 28, 2000 between Minera Andes S.A. and Cordon Leleque S.A.
      (incorporated by reference to Exhibit 10.17 to the Form 10-KSB for the
      fiscal year ended December 31, 2000).3
10.11
    Purchase
      and Sales Agreement (Chubut cateos, Willimanco) dated August 28, 2000
      between Minera Andes S.A. and Minera El Desquite S.A.(incorporated by
      reference to Exhibit 10.18 to the Form 10-KSB for the fiscal year ended
      December 31, 2000).10.12
    Option
      and Joint Venture Agreement (El Pluma/Cerro Saavedra properties, now
      referred to as San Jose) between Minera Andes and Mauricio Hochschild
      & Cia. Ltda. dated March 15, 2001(incorporated by reference to Exhibit
      10.19 to the Form 10-KSB for the fiscal year ended December 31,
      2000).10.13
    Amendment
      to the Option and Joint Venture Agreement (El Pluma/Cerro Saavedra
      properties, now referred to as San Jose) between Minera Andes and Mauricio
      Hochschild & Cia. Ltda. of March 15, 2001 dated May 14, 2002
      (incorporated by reference to Exhibit 10.20 to the third quarter 2002
      10-QSB).10.14
    Second
      Amendment to the Option and Joint Venture Agreement (El Pluma/Cerro
      Saavedra properties, now referred to as San Jose) between Minera Andes and
      Mauricio Hochschild & Cia. Ltda. of March 15, 2001 dated August 27,
      2002 (incorporated by reference to Exhibit 10.21 to the third quarter 2002
      10-QSB).10.15
    Key
      Executive Employment Contract between Allen Ambrose and Minera Andes,
      effective January 1, 2003 (incorporated by reference to Exhibit 10.15 to
      the Form 10-KSB for the fiscal year ended December 31,
    2002).10.16
    Key
      Executive Employment Contract between Brian Gavin and Minera Andes,
      effective January 1, 2003 (incorporated by reference to Exhibit 10.15 to
      the Form 10-KSB for the fiscal year ended December 31,
    2002).10.17
    Amendment
      to Key Executive Employment Contract between Allen Ambrose and Minera
      Andes (incorporated by reference to Exhibit 10.1 to the third quarter 2003
      10-QSB).10.18
    Amendment
      to Key Executive Employment Contract between Brian Gavin and Minera Andes
      (incorporated by reference to Exhibit 10.1 to the third quarter 2003
      10-QSB).10.19
    Amended
      Stock Option Plan dated September 3, 2003 (incorporated by reference to
      Exhibit 10.1 to the third quarter 2003 10-QSB).10.20
    Settlement
      Agreement dated December 2, 2003 between Minera Andes Inc. and N.A.
      Degerstrom, Inc. (incorporated by reference to Exhibit 10.20 to the Form
      10-KSB for the fiscal year ended December 31, 2003).10.21
    Macquarie
      Bank Limited Credit Agreement dated December 10, 2004 (included in the
      original filing of this report).21.1
    List
      of subsidiaries (included in the original filing of this
      report).23.1
    Consent
      of BDO Dunwoody LLP (included in the original filing of this
      report).4
31.1
    Certification of President (Principal Executive Officer)
      pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.*31.2
    Certification of Chief Financial Officer (Principal
      Financial Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.*32.1
    Certification of President pursuant to 18 U.S.C. Section
      1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.*32.2
    Certification of Chief Financial Officer pursuant to 18
      U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.*

*
Exhibits filed herewith**
5**SIGNATURES**

In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.

**MINERA
ANDES INC.**
Registrant

By:/s/
Allen V. Ambrose
Allen
V. Ambrose, President


Date:****August
3, 2005