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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Amendment No. 1



Form 10-KSB/A



(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, 2002
| | -------------------------------------------



| ̈ | 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



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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.)



3303 N. Sullivan Road, Spokane, Washington 99216

(Address of principal executive offices)



(509) 921-7322

(Issuers telephone number)



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Securities registered under Section 12(b) of the Act:



|Title of each class             |  | Name of each exchange on which registered:
|------------------------------- |  | ------------------------------------------
|Common shares without par value |  | The TSX Venture Exchange                  



Securities
registered under Section 12(g) of the Act:



None



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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.Yesx    No ̈



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



State issuers revenues for its most recent fiscal year:    Nil



The aggregate market value of the voting stock held by non-affiliates as of
March 14, 2003 was $5,636,246.



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 14, 2003, the Registrant had 37,009,197 common shares outstanding.



Transitional Small Business Disclosure Format (Check
one:)    Yes ̈Nox



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|ITEM 13. |  | EXHIBITS AND REPORTS ON FORM 8-K
|-------- |  | --------------------------------



| | a. | Exhibits
| | -- | --------



| |  | The Exhibits as listed in the Index to Exhibits of this report are included as part of this Form 10-KSB.
| |  | --------------------------------------------------------------------------------------------------------



| | b. | Reports on Form 8-K
| | -- | -------------------



| |  | A report dated November 5, 2002 was filed with the Securities and Exchange Commission regarding N.A. Degerstrom, Inc.s sale of 1,175,000 of our Common Shares with intention to
use proceeds to exercise purchase warrants for 1,175,000 of our Common Shares.
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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 León I, Mina León 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).                                                                                  
|               | 
|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).                                                                                                         





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|10.12 | 
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|10.13 | 
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|10.14 | 
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|10.15 | 
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|10.16 | 
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|21.1  | 
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|23.1  | 
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|31.1  | 
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|31.2  | 
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|32.1  | 
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|99.1  | 
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|99.2  | 



* Exhibits filed herewith





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SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this amendment to be signed on its behalf be the undersigned, thereunto duly
authorized, effective December 2, 2003.



MINERA ANDES INC.

Registrant



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