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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                 Form 10-KSB

(Mark One)
[X]     Annual report pursuant to section 13 or 15(d) of the Securities 
         Exchange Act of 1934 [Fee Required] for the fiscal year ended 
         December 31, 1997, or
[ ]    Transition report pursuant to section 13 or 15(d) of the Securities 
         Exchange Act of 1934 [No Fee Required] for the transition period 
         from              to             

                        METALINE MINING & LEASING COMPANY
             (Exact name of registrant as specified in its charter)

       State of Washington                                 91-06843860
______________________________________                 ___________________
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

601 West Main Avenue, Suite 714
Spokane, Washington                                           99201-0677
__________________________________________                  _______________
(Address of principal executive offices)                      (Zip Code)

(Registrant's telephone number, including area code)   509-455-9077

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

Title of each class                         Name of each exchange 
                                            on which registered

      None                                        None

Securities registered under Section 12(g) of the Exchange Act:     None

Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Securities Exchange Act of 1934 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   ( )    

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 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.       ($33,956)     


State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the 
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within 60 days.  (See definition of 
affiliate in Rule 12b-2 of the Exchange Act.) [Amended in release 
No. 33-7419 (85,938), effective June 13, 1997, 62 F.R. 26387.]   $0.00  


DOCUMENT PAGE: 1 OF 25
<PAGE>
Note:  If determining whether a person is an affiliate will involve an 
unreasonable effort and expense, the issuer may calculate the aggregate 
market value of the common equity held by non-affiliates on the basis of 
reasonable assumptions, if the assumptions are stated.

(ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to 
be filed by Section 12, 13, or 15(d) of the Exchange Act after the 
distribution of securities under a plan confirmed by a court.  Yes ( ) No ( )
Not Applicable

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date.           7,073,430    

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe 
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) 
into which the document is incorporated:  (1)  any annual report to 
security holders; (2)  any proxy or information statement; and (3)  any 
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 
1933 ("Securities Act").  The list documents should be clearly described 
for identification purposes (e.g., annual report to security holders for 
fiscal year ended December 24, 1990).      None          

Transitional Small Business Disclosure Format (check one):  Yes ( )  No (X)  

*****************************************************************************
















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DOCUMENT PAGE: 2 OF 25
<PAGE>
                      METALINE MINING & LEASING COMPANY
                             Annual Form 10-K
                             December 31, 1997

PART I

ITEM 1.  BUSINESS

(a)      General Development of Business

The Registrant was incorporated in the State of Washington in 1927.  
Historically, the Registrant was engaged in the mineral exploration 
business.  The Company does not currently hold an interest in any  
interests in mineral exploration properties and has no active business 
operations. 

The Registrant is currently seeking to acquire an interest in a business 
opportunity.  Due to the Registrant's limited assets and its inability to 
raise additional financing due to the lack of a market for its Common 
Stock, it is anticipated that any such acquisition would be a "reverse 
take-over" accomplished through a merger or share exchange.  In such event, 
the Registrant's existing shareholders would likely become minority 
shareholders in the surviving entity.  The Registrant is currently 
evaluating acquisition opportunities.

(b)  Narrative Description of Business

The Registrant has no active business operations.  The Registrant is 
currently seeking to acquire an interest in a business opportunity.  

The Registrant currently has no employees.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company has no officers or facilities.  The Company's activities 
are carried out from the office of one of its officers and directors.

The Company disposed of the last of its interests in mineral properties in 
1990.

ITEM 3.  LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Registrant is 
a party or of which any of its property is subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the fourth quarter of the fiscal year 
covered by this report to a vote of security holders, through the 
solicitation of proxies or otherwise.











DOCUMENT PAGE: 3 OF 25
<PAGE>
                      METALINE MINING & LEASING COMPANY
                             Annual Form 10-K
                             December 31, 1997

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a)      Market Information

There is no established public trading market for the Registrant's common 
equity.  There has been no market nor reported quote for the Registrant's 
common equity since at least 1991.  

(b)      Holders

There are approximately 1,273 holders of the Registrant's common equity 
at the date hereof.

(c)      Dividends

To the management's knowledge, the Registrant has never paid a dividend.  
There is no plan to pay dividends for the foreseeable future.

(d)      Unregistered Sales

During 1997, each of the four directors of the Company were granted 
80,000 shares of stock at a deemed price of $.005 per share representing 
a compensation equivalent of $400.00 per person as directors' fees for 
1997.  Additionally, the following shares which had been authorized in 
previous years for issuance as directors' fees were actually issued in 1997:
<TABLE>
Year    Number of Directors     Shares Per Director      Total Number of Shares
____    ___________________     ___________________      ______________________
<C>     <C>                     <S>                      <S>
1993         Four                     36,000                    144,000
1995         Four                    130,000                    520,000
1996         Four                    150,000                    600,000
</TABLE>
In December, 1997, two Directors, William Green and Greg Lipsker, each 
exercised options to acquire 500,000 shares of the Company's common stock 
at a price of $.005 per share.  The options were granted in 1994, in 
consideration of services performed by the individuals on behalf of the 
Registrant. Each of optionees paid the $2,500 option price with a 12 month 
non-recourse 8% promissory note.  The shares purchased are held by the 
Registrant as collateral for the promissory notes.















DOCUMENT PAGE: 4 OF 25
<PAGE>
                      METALINE MINING & LEASING COMPANY
                             Annual Form 10-K
                             December 31, 1997

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

Historically, the Company has been engaged in mineral exploration 
activities.  Exploration for commercially minable ore deposits is 
highly speculative and involves risks greater than those involved in 
the discovery of mineralization.  Mining companies use the evaluation
work of professional geologists, geophysicists, and engineers in 
determining whether to acquire an interest in a specific property, or 
whether or not to commence exploration or development work.  These
professionals are not always scientifically exact, and in some 
instances result in the expenditure of substantial amounts of money 
on a property before it is possible to make a final determination as 
to whether or not the property contains economically minable ore bodies.
The economic viability of a property cannot be finally determined until 
extensive exploration and development work, plus a detailed economic 
feasibility study, has been performed.  Also, the market prices for 
mineralization produced are subject to fluctuation and uncertainty, 
which may negatively affect the economic viability of properties on 
which expenditures have been made. 

Given the foregoing risks and the Registrant's extremely limited 
resources, Management has decided not to attempt to again become 
actively engaged in mineral exploration.  

The Company has one asset, its ownership of an 11% interest in an 
inactive non-reporting public company, Metaline Contact Mines ("MCM"), 
which the Company  believes may have some value due to the timber 
value of the land held by MCM.  Because there is no market for the MCM 
shares, the Registrant is currently examining different avenues to 
attempt to liquidate its MCM holdings.

The Registrant is currently seeking to acquire an interest in an as 
yet unidentified business opportunity.  Due to the Registrant's limited 
assets, it is anticipated that any such acquisition would be a "reverse 
take-over" accomplished through a merger or share exchange.  In such 
event, the Registrant's existing shareholders would likely become 
minority shareholders in the surviving entity. 

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements of the Company for the fiscal years ended December 
31, 1997, and 1996, which have been audited by Robert Moe & Associates,
P.S., are included elsewhere in this Form 10-KSB. 

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
         AND FINANCIAL DISCLOSURE

During the registrant's two most recent fiscal years and the subsequent 
interim period, no independent accountant who was previously engaged as 
the principal accountant to audit the registrant's financial statements, 
or independent accountant who was previously engaged to audit a 
significant subsidiary and on whom the principal accountant expressed 
reliance in its report, has resigned (or indicated it has declined to 
stand for re-election after the completion of the current audit) or was 
dismissed.
DOCUMENT PAGE: 5 OF 25
<PAGE>
                      METALINE MINING & LEASING COMPANY
                             Annual Form 10-K
                             December 31, 1997

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS,  PROMOTERS AND
         CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
         OF THE EXCHANGE ACT

Directors and Executive Officers

(a)      Identification of Directors

Set forth below is the name, age and length of service of the Company's 
present directors:
<TABLE>
Name (age) (1)              Position      Length of Service  
_________________________   __________    _____________________
<C>                         <S>           <S>
William R. Green  (59)      Director          Since 1993

Gregory B.  Lipsker (47)    Director          Since 1993

Eunice R. Campbell (52)     Director          1992 and 1994

(1) T. Glover Patterson served as a director of the Company from 1981 until
the time of his death in February, 1998.
</TABLE>
The directors are elected for a one-year term until their successors have 
been elected and qualified. There are no arrangements or understandings 
between any of the directors and other persons pursuant to which such
 person was selected as a director . 

(b)      Identification of Executive Officers

Set forth below is the name, age and length of service of the Company's 
present Executive Officers: 

<TABLE>
Name (age)                Position                         Length of Service
________________________  _______________________________  _________________
<C>                       <S>                              <S>
Gregory B. Lipsker (47)   President                        Since 1994 

William R. Green (59)     Vice President/Asst. Secretary   Since 1994   

Eunice R. Campbell (52)   Secretary/Treasurer              Since 1992(1)

(1) T. Glover Patterson  served as secretary of the Company  until the time 
of his death in February, 1998
</TABLE>

Executive Officers are appointed to serve until the meeting of the Board 
of Directors following the next annual meeting of shareholders and until 
their successors have been elected and qualified.  There are no 
arrangements or understandings between any of the directors, officers, 
and other persons pursuant to which such person was selected as an 
Executive Officer.   


DOCUMENT PAGE: 6 OF 25
<PAGE>
                      METALINE MINING & LEASING COMPANY
                             Annual Form 10-K
                             December 31, 1997

Set forth below is certain biographical information regarding each Director
and Executive Officer of the Company.

Gregory B. Lipsker - Mr. Lipsker is a practicing attorney in Spokane, 
Washington.  Mr. Lipsker's practice emphasizes corporate and securities 
matters.  Mr. Lipsker is an Executive Officer and Director of Cimarron-
Grandview Group, Inc., a publicly-held, inactive mining exploration company.

Dr. William R. Green - Dr. Green is a professional engineer and geologist
with more than 30 years experience in exploration and the management of 
U.S. and Canadian Junior resource companies.  Dr. Green is an Executive 
Officer and Director of Cimarron-Grandview Group, Inc., a publicly-held, 
inactive mining exploration company.

Eunice R. Campbell - Mrs. Campbell is a retired businesswoman.  Prior to 
her retirement in 1987, Mrs. Campbell was the owner of Spokane Guaranty 
Company, a stock transfer agency. Mrs. Campbell is an Executive Officer 
and Director of Cimarron-Grandview Group, Inc., a publicly-held, inactive 
mining exploration company.

(c)      Identification of Certain Significant Employees

The Registrant has no employees.

(d)     Family Relationships

There is no family relationship between any Director, Executive Officer, 
or person nominated or chosen by the Registrant to become a Director or 
Executive Officer

(e)      Involvement in Certain Legal Proceedings

No Director, or person nominated to become a Director or Executive 
Officer, has been involved in any of the enumerated events during the 
past five years.

(f)      Promoters and Control Persons

Not Applicable

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3 and 4 and amendments thereto 
furnished to the Registrant pursuant to Section 240.16a-3 during its most 
recent fiscal year and Form 5 and amendments thereto furnished to the 
Registrant with respect to the most recent fiscal year, no person who at 
any time during the fiscal year was a director, officer, beneficial owner 
of more than ten percent of any class of equity securities of the Registrant
registered pursuant to  Section 12 of the Exchange Act, or any other person
subject to Section 16 of the Exchange Act with respect to the Registrant 
because of the requirements of Section 30 of the Investment Company Act or 
Section 17 of the Public Utility Holding Company Act ("reporting person) 
that failed to file on a timely basis, as disclosed in the above Forms, 
reports required by Section 16(a) of the Exchange Act during the most 
recent fiscal year or prior fiscal years.


DOCUMENT PAGE: 7 OF 25
<PAGE>
                      METALINE MINING & LEASING COMPANY
                             Annual Form 10-K
                             December 31, 1997

ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by the Company to 
its Chief Executive Officer and the four other highest paid officers and 
executive officers whose total annual salary and bonus exceeded $100,000 
during the past three calendar years ("Executive Officers"). Except as 
set forth below, no officer or Executive Officer of the Company received 
compensation in excess of $100,000 during the past three calendar years. 
This information includes the dollar value of base salaries, bonus awards 
and number of stock options granted, and certain other compensation, if any.

SUMMARY COMPENSATION TABLE
<TABLE>
Long-Term Compensation
Annual Compensation                          Awards            Payouts          
____________________________________________ _________________ ______________________
(a)         (b)   (c)      (d)      (e)      (f)        (g)        (h)     (i) 
Name                                Other    Restricted Securities          
and                                 Annual   Stock      Underlying LTIP     All Other
Principal    Year Salary   Bonus    Comp.    Awards(1)  Options/   Payouts  Comp.
Position          ($)      ($)      ($)      ($)        SARs(#)    ($)      ($)
____________ ____ _______  _______  _______  __________ __________ ________ _________
<C>          <S>  <S>      <S>      <S>      <S>        <S>        <S>      <S>
Gregory B. 
Lipsker      1995   $0       $0       $0        $50        -0-       $0        $0
President 
and Director 1996   $0       $0       $0        $150       -0-       $0        $0
             1997   $0       $0       $0        $80        -0-       $0        $500

T. Glover 
Patterson    1995   $0       $0       $0        $50        -0-       $0        $0
Secretary 
and Director 1996   $0       $0       $0        $150       -0-       $0        $0
             1997   $0       $0       $0        $80        -0-       $0        $500

William R. 
Green        1995   $0       $0       $0        $50        -0-       $0        $0
Vice Presi-
dent and     1996   $0       $0       $0        $150       -0-       $0        $0
Director     1997   $0       $0       $0        $80        -0-       $0        $500

Eunice R. 
Campbell     1995   $0       $0       $0        $50        -0-       $0        $0
Treasurer 
and Director 1996   $0       $0       $0        $150       -0-       $0        $0
             1997   $0       $0       $0        $80        -0-       $0        $500
</TABLE>
(See note to table on next page)









DOCUMENT PAGE: 8 OF 25
<PAGE>
                      METALINE MINING & LEASING COMPANY
                             Annual Form 10-K
                             December 31, 1997

1) During fiscal year 1995, each Director of the Registrant received a 
   grant of 50,000 shares.  The common equity, for which there is no public 
   trading market, was valued at $.001 per share, representing an annual 
   compensation equivalent of $50 per Director.  No other compensation was 
   paid to any Director or Executive Officer of the Registrant, except for 
   a $50 Director's fee for each Director's meeting attended during 1995.
2) During fiscal year 1996, each Director of the Registrant received a grant
   of 150,000 shares.  The common equity, for which there is no public 
   trading market, was valued at $.001 per share, representing an annual 
   compensation equivalent of $150 per Director. 
3) During fiscal year 1997, each Director of the Registrant received a 
   grant of 80,000 shares.  The common equity, for which there is no public 
   trading market, was valued at $.001 per share, representing an annual 
   compensation equivalent of $80 per Director. In addition, each director 
   received an annual directors' fee in the amount of $500.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 
          AND MANAGEMENT

The following table sets out as of the date hereof, the names and 
shareholdings of beneficial owners known to the Company to own more than 
five percent (5%) of the common stock of the Company, each director and 
executive officer of the Company, and the shareholdings of all directors 
and executive officers as a group. At such date, the number of issued and 
outstanding shares of common stock of the Company was 7,073,730. 
<TABLE>
                                          Amount and Nature of
                                          Beneficial Ownership
Name of Person                            (all direct unless
or Group  (1)                             otherwise noted)        % of class 
_______________________________________   _____________________   __________ 
<S>                                       <C>                     <C>
Principal Shareholders:
T. Glover Patterson Estate                       606,000              8.33%
10 W. Salmon
Spokane, WA  99218-1949

Directors and Executive Officers:
Greg Lipsker                                   1,001,500             13.76%
714 Washington Mutual Financial Center
601 W. Main Avenue
Spokane, WA  99201

William Green                                    896,000             12.31%
905 W. Riverside, Ste. 311
Spokane, WA  99201

Eunice R. Campbell                               595,000              8.18%
301 S. Chestnut, Ste. #6
Spokane, WA  99204

All executive officers and                     2,503,500             34.25%
directors as a group (3 persons)     

(1)  The positions of those persons who are directors or executive 
officers of the Registrant are set out in Item 10.
</TABLE>
DOCUMENT PAGE: 9 OF 25
<PAGE>
                      METALINE MINING & LEASING COMPANY
                             Annual Form 10-K
                             December 31, 1997

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)      Transactions with Management and Others

In December, 1997, two Directors, William Green and Greg Lipsker, each 
exercised options to acquire 500,000 shares of the Company's common stock 
at a price of $.005 per share. The options were granted in 1994 in 
consideration of services performed by the individuals on behalf of the 
Registrant. Each of optionees paid the $2,500 option price with a 12 month 
non-recourse 8% promissory note. The shares purchased are held by the 
Registrant as collateral for the promissory notes.

(b)      Certain Business Relationships
         None

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  The  following documents are filed as part of the report:

1. Financial Statements

       Accountants' Report
       Balance Sheet, December 31, 1997 and 1996
       Statement of Income (Loss) and Retained Earnings (Deficit) 
           For The Years Ended December 31, 1997, 1996, and 1995 
       Statement of Cash Flows 
           For The Years Ended December 31, 1997, 1996, and 1995
       Statement of Stockholders' Equity

2. Financial Statement Schedules
       Schedule 1 - Marketable Securities-Other Investments 
          For The Years Ended December 31, 1997 and 1996

3. Exhibits required by Item 601
(2)     Plan of Acquisition, reorganization, arrangement, liquidation or 
        succession.(1)
(3)(i)  Articles of Incorporation (2)
(3)(ii) Bylaws. (2)
(4)     Instruments defining the rights of security holders, including 
        indentures. (1)
(9)     Voting trust agreements. (1)
(10)    Material contracts. (1)
(11)    Statement re:  computation of per share earnings. (1)
(12)    Statements re:  computation of ratios. (1)
(13)    Annual report to security holders, Form 10Q or quarterly report to 
        security holders.(1)
(16)    Letter re:  change in certifying accountant. (1)
(18)    Letter re:  change in accounting principles .(1)
(19)    Subsidiaries of the Registrant. (1)
(22)    Publisher report regarding matters submitted to vote of security 
        holders. (1)
(23)    Consents of Experts and counsel.
(24)    Power of Attorney.  (1)
(99)    Additional Exhibits. (1)

(1) These items have either been omitted or are not applicable 
(2) Incorporated by reference to previous filing
DOCUMENT PAGE: 10 OF 25
<PAGE>
                     METALINE MINING & LEASING COMPANY
                             Annual Form 10-K
                             December 31, 1997

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (continued)

(b)      No reports have been filed on Form 8-K during the last fiscal 
         quarter covered by this report.
(c)      Exhibit (23), Consent of Account, is filed herewith.
(d)      Financial Statements are filed herewith.


 
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO 
SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS

Not Applicable

EXHIBIT 1.


                        METALINE MINING & LEASING COMPANY




                                   CONTENTS


                                                              PAGE

Accountants' Report                                             1 

Balance Sheet                                                   2 

Statement of Income                                             3 

Statement of Cash Flows                                         4-5 

Statement of Stockholders' Equity                               6 

Notes to Financial Statements                                   7-10

Accountants' Report on Supplemental Information                 11

Schedule of Marketable Securities                               12















DOCUMENT PAGE: 11 OF 25
<PAGE>





                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors
Metaline Mining & Leasing Company
Spokane, Washington


We have audited the accompanying balance sheet of METALINE MINING AND 
LEASING COMPANY (A Washington Corporation) as of December 31, 1997 and 1996, 
and the related statements of income, stockholders' equity and cash flows for 
each of the three years in the period ended December 31, 1997.  These financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of METALINE MINING & LEASING 
COMPANY as of December 31, 1997 and 1996 and the results of its operations and 
its cash flows for each of the three years in the period ended December 31, 
1997 in conformity with generally accepted accounting principles.


/S/ ROBERT MOE & ASSOCIATES, PS



Spokane, Washington
March 24, 199















                                          1
DOCUMENT PAGE: 12 OF 25
<PAGE>
METALINE MINING & LEASING COMPANY
(A Development Stage Company) 

BALANCE SHEET
December 31, 1997 and 1996

<TABLE>
ASSETS
                                                            1997          1996
                                                       ____________   ____________
<C>                                                    <S>            <S>
CURRENT ASSETS
     Cash in bank                                      $     8,490    $       256 
     Murphy Favre - Composite Cash Fund                      1,613          1,536 
     Accounts Receivable                                       -            2,220 
                                                       ____________   ____________

          Total current assets                              10,103          4,012 
                                                       ____________   ____________

SECURITIES                                                     -              873 

PARTNERSHIP INTERESTS                                        4,043          4,116 
                                                       ____________   ____________

          Total assets                                 $    14,146    $     9,001 
                                                       ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES  
     Accounts payable                                  $    21,932    $     4,667 
     Deposit                                                 9,784            -   
                                                       ____________   ____________

                                                            31,716          4,667 
                                                       ____________   ____________

STOCKHOLDERS' EQUITY  
     Common stock - No par value 15,000,000  
     shares authorized 7,277,834 - 1997; 
     4,693,834 - 1996; issued and outstanding              145,072         93,564 
     Paid in capital                                       287,411        325,999 
     Unrealized loss, marketable securities                 (5,773)        (4,900)
     Retained earnings (deficit) accumulated 
          during the development stage                    (444,280)      (410,329) 
                                                       ____________   ____________

          Total stockholders' equity                       (17,570)         4,334 
                                                       ____________   ____________

          Total liabilities and stockholders' equity   $    14,146    $     9,001 
                                                      =============   =============
</TABLE>



                                       2

The accompanying notes are an integral part of these financial statements
DOCUMENT PAGE: 13 OF 25
<PAGE>
METALINE MINING & LEASING COMPANY 
(A Development Stage Company) 

STATEMENT OF INCOME (LOSS) 
for the years ended December 31, 1997, 1996 and 1995 
<TABLE>
                                               1997           1996          1995
                                          _____________  _____________  _____________
<C>                                       <S>            <S>            <S>
INCOME 
     Dividend & interest income           $        124   $        122   $        137 

EXPENSES 
     Directors' fees                            10,420            300          3,300 
     Professional fees                          23,165          1,500          1,500 
     Office expense                                 99             98             75 
     Taxes, licenses, and fees                     272            259            323 
                                          _____________  _____________  _____________

          Total expenses                        33,956          2,157          5,198 
                                          _____________  _____________  _____________

(LOSS) BEFORE OTHER  
 INCOME AND (EXPENSES)                         (33,832)        (2,035)        (5,061)

OTHER INCOME AND (EXPENSES) 
     Income (loss) from     
      Partnership interests                       (119)           522             (6)
     Loss on disposal of krugerrands               -             (463)           -   
                                          _____________  _____________  _____________

                                                  (119)            59             (6) 
                                          _____________  _____________  _____________

(LOSS) BEFORE PROVISION FOR  
     FEDERAL INCOME TAXES                      (33,951)        (1,976)        (5,067)
PROVISION FOR FEDERAL INCOME 
     TAXES                                         -              -              -   
                                          _____________  _____________  _____________

NET (LOSS)                                $    (33,951)  $     (1,976)  $     (5,067)
                                          =============  =============  =============

EARNINGS PER SHARE (Based upon  
     weighted average shares    
     outstanding)                         $      (0.01)  $        NIL   $        NIL 
                                          =============  =============  =============
</TABLE>











                                              3
The accompanying notes are an integral part of these financial statements
DOCUMENT PAGE: 14 OF 25 
<PAGE>
METALINE MINING & LEASING COMPANY 
(A Development Stage Company) 

STATEMENT OF CASH FLOWS  
for the years ending December 31, 1997, 1996 and 1995 

<TABLE>
                                               1997           1996          1995
                                          _____________  _____________  _____________
<C>                                       <S>            <S>            <S>
INCOME 
     Dividend & interest income           $        124   $        122   $        137 
CASH FLOWS PROVIDED (USED) IN  
  OPERATING ACTIVITIES: 
     Net (Loss)                           $    (33,951)  $     (1,976)  $     (5,067)
       Noncash expenses included 
         in income: 
       Loss on disposition of krugerrands          -              463            -   
       Income from partnership interest             73           (573)           (57)
       Stock issued for services                12,920            -              -   
       Increase/decrease in current  
         assets and liabilities: 
           Accounts payable                     17,265            300          4,100 
                                          _____________  _____________  _____________
               Net cash provided by  
               operating activities             (3,693)        (1,786)        (1,024) 
                                          _____________  _____________  _____________

CASH FLOWS PROVIDED (USED) IN     
  INVESTING ACTIVITIES: 
     Deposit received                            9,784            -              -   
     Proceeds from disposition of krugerrands    2,220            -              -   
                                          _____________  _____________  _____________

               Net cash provided by 
               investing activities             12,004            -              -   
                                          _____________  _____________  _____________


NET INCREASE (DECREASE) IN CASH                  8,311         (1,786)        (1,024)

CASH AT BEGINNING OF PERIOD                      1,792          3,578          4,602 
                                          _____________  _____________  _____________

CASH AT END OF PERIOD                     $     10,103   $      1,792   $      3,578 
                                          _____________  _____________  _____________

</TABLE>











                                          4
The accompanying notes are an integral part of these financial statements
DOCUMENT PAGE: 15 OF 25
<PAGE>
METALINE MINING & LEASING COMPANY 
(A Development Stage Company) 

STATEMENT OF CASH FLOWS  
for the years ending December 31, 1997, 1996 and 1995 

<TABLE>
                                               1997           1996          1995
                                          _____________  _____________  _____________
<C>                                       <S>            <S>            <S>
SUPPLEMENTAL DISCLOSURES OF CASH 
FLOW INFORMATION: 
     Cash and cash equivalents: 
          Cash in bank - checking         $      8,490   $        256   $      2,113 
          Composite cash fund                    1,613          1,536          1,465 
                                          _____________  _____________  _____________

                                          $     10,103   $      1,792   $      3,578 
                                          =============  =============  =============
                                                       
     Cash Paid For: 
          Income taxes                    $        -     $        -     $        -   
          Interest                                 -              -              -   

SUPPLEMENTAL SCHEDULE OF NONCASH  
INVESTING AND FINANCING ACTIVITIES: 
  Additional common stock issued   
          for directors fees               $    12,920   $        -     $        -   
     Increase (decrease) in investment   
          in partnership interests                 (73)          573              57 

</TABLE>


The Company has adopted Statement of Financial Accounting Standards No. 95, 
Statement of Cash Flows.  For purposes of this Statement short term 
investments which have an initial maturity of ninety days or less are 
considered cash equivalents. 





















                                            5
The accompanying notes are an integral part of these financial statements
DOCUMENT PAGE: 16 OF 25
<PAGE>
METALINE MINING & LEASING COMPANY   
(A Development Stage Company) 
STATEMENT OF STOCKHOLDERS' EQUITY 
*Begin 9 pt type*
<TABLE>
                     Number of                 Capital     Loss in      Retained 
                     Shares       Common       Excess of   Marketable   Earnings 
                     Outstanding  Stock        Par Value   Securities   (Deficit)   Total
                     ___________  ___________  ___________ ___________  ___________ ___________
<C>                  <S>          <S>          <S>         <S>          <S>         <S>
Balance at 
Dec. 31, 1992         4,549,834   $   90,693   $  327,430         -     $ (404,416) $   13,707 

Net Loss - 1993             -            -            -           -           (519)       (519)
                     ___________  ___________  ___________ ___________  ___________ ___________
Balance at 
Dec. 31, 1993         4,549,834       90,693      327,430         -       (404,935)     13,188 

Shares issued to 
Directors for 
services; 6/27/94       144,000        2,871       (1,431)                               1,440 

Unrealized gain in 
Marketable Securities       -            -            -     $     763          -           763 
Cumulative effect of
change in accounting
principle; unrealized
loss in marketable
securities; net of 
income tax effect           -            -            -        (6,048)        6,048        -   

Net Loss - 1994             -            -            -           -          (4,399)    (4,399)
                     ___________  ___________  ___________ ___________  ___________ ___________
Balance at 
Dec. 31, 1995         4,693,834       93,564      325,999      (5,285)    (403,286)     10,992 

Net Loss - 1995             -            -            -           -         (5,067)     (5,067) 
                     ___________  ___________  ___________ ___________  ___________ ___________
Balance at 
Dec. 31, 1996         4,693,834       93,564      325,999      (5,285)    (408,353)      5,925 

Unrealized gain in 
Marketable Securities       -            -            -           385          -           385 


Net Loss-1996               -            -            -           -         (1,976)     (1,976)
                     ___________  ___________  ___________ ___________  ___________ ___________
Balance at 
December 31, 1996     4,693,834       93,564      325,999      (4,900)    (410,329)      4,334 

Shares issued to 
directors for services
1/6/97                 1,120,000       22,325      (16,725)        -            -        5,600 
8/6/97                   144,000        2,871       (2,151)        -            -          720 
12/31/97               1,320,000       26,312      (19,712)        -            -        6,600 

Unrealized loss in 
Marketable Securities       -            -            -          (873)         -          (873)

Net loss-1997               -            -            -           -        (33,951)    (33,951)
                     ___________  ___________  ___________ ___________  ___________ ___________
Balance at 
December 31, 1997     7,277,834   $  145,072   $  287,411  $   (5,773)  $ (444,280) $  (17,570)
                     ===========  ===========  =========== ===========  =========== ===========
*end 9 pt type*
</TABLE>
The accompanying notes are an integral part of these financial statement
DOCUMENT PAGE: 17 OF 25                      6
<PAGE>
METALINE MINING & LEASING COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

1 -  ORGANIZATION

The Company is currently in the development stage and is currently 
negotiating with major mining companies for development of all of their 
properties.

The Company was organized on December 14, 1927.  The Articles of 
Incorporation stated the term of the corporation's existence shall be fifty 
years.  The expiration date of the corporation's existence was 
December 13, 1977.

On May 12, 1977, Spokane Superior Court appointed a trustee to represent 
the missing shareholders at a special meeting of shareholders held on May 17, 
1977.  At the special meeting the shareholders and the trustee unanimously 
approved a resolution to enable the corporation to amend its Articles of 
Incorporation to extend the corporate life perpetually.

2 - ACCOUNTING POLICIES
    A.  The Company's records are maintained on the accrual method of 
        accounting.

    B.  The Company capitalizes all acquisition and exploration costs on all 
        non-operating mining properties and mineral rights for accounting and 
        income tax purposes.  Upon commencement of operations, the capitalized 
        costs will be amortized based on proven or probable reserves by the 
        unit of production method so that each unit produced is assigned a 
        pro rata portion of the unamortized acquisition costs.

    C.  Capitalized costs are charged to operations when title to the property 
        has expired or when management feels the properties are not 
economically 
        feasible to develop or hold for future development.

    D.  Accounting Estimates:  The preparation of financial statements in 
        conformity with generally accepted accounting principles requires 
        management to make estimates and assumptions that affect the reported 
        amounts of assets and liabilities and disclosures of contingent assets
        and liabilities at the date of the financial statements and the 
        reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.

3 - MARKETABLE SECURITIES 

At December 31, 1997, the Company owned 1,477,239 shares of Metaline Contact 
Mines whose asset carrying value has been written off.  Metaline Contact 
Mines is owned 51% by the Bunker Hill Company, a subsidiary of Gulf Resources 
Chemical Corporation.  Management felt that the minority stockholders of the 
company would never realize a return on their investment.  Since there is no 
known ready market for the securities, management was of the opinion that 
$100,410 of cost should not be reflected in the financial statement.

The Company owned 25,000 shares of Capitol Silver Mines, Inc.  Capitol Silver 
Mines, Inc. is in the development stage and as of this date is unproductive.

     The Company owned 31,151 shares of Carson Industries Corporation.  Carson
Industries Corporation is currently involved in oil and gas.
                                          7
DOCUMENT PAGE: 18 OF 25
<PAGE>
METALINE MINING & LEASING COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

3 - MARKETABLE SECURITIES (Continued)

     The Corporation has adopted Statement of Financial Accounting Standards 
(SFAS) No. 115, Accounting for Certain Investments in Debt and Equity 
Securities.  SFAS No. 115 establishes generally accepted accounting 
principles for the financial accounting and measurement and disclosure 
principles for (1) investments in equity securities that have 
readily determinable fair market value and (2) all investments in debt 
securities.  The change had no effect on prior years' results.  All of the 
marketable securities held by METALINE MINING & LEASING COMPANY consists of 
securities "available-for-sale" as defined by SFAS No. 115.  The basis on 
which cost is determined in computing realized gain or loss is the specific 
identification method.

The following information is as of December 31, 1997 and 1996:
<TABLE>
                                                       1997         1996
                                                   ____________  ____________
<C>                                                <S>           <S>
Aggregate fair value of marketable securities      $         0   $       873
Gross unrealized holding losses                          5,773         4,900
Amortized cost basis                                     5,773         5,773
</TABLE>

Changes in marketable securities for the twelve months ended December 31, 
1997 and 1996 are as follows:
<TABLE>
                                                       1997         1996
                                                   ____________  ____________
<C>                                                <S>           <S>
Cost as of January 1,                              $     5,773   $     8,456
Sale of Krugerrands                                          0        (2,683)

Unrealized loss, as of December 31,                     (5,773)       (4,900) 
                                                   ____________  ____________

Fair market value, as of December 31,              $         0   $       873
                                                   ============  ============
</TABLE>

4 - MINING CLAIMS
On June 5, 1981 the Company purchased twenty-seven (27) mining claims in the 
Coeur d'Alene district for $5,400.00.

In July of 1985 the Company purchased two units of Pondera Partners, LTD., a 
drilling project located in Teton County, Montana.  Total cost for the 5.714% 
interest was $12,000.  The Partnership has elected to treat intangible drilling
costs as a current expense deductible in the year in which paid or incurred.

On September 9, 1987, the Company approved the purchase of ten (10) unpatented 
mining claims in Valley County, Idaho.  The purchase price was $2,000 cash and 
100,000 shares of Metaline Mining and Leasing Company restricted stock which 
was issued in 1988.

In December of 1990 the Company abandoned the Valley County, Idaho Mining 
Claims (10 claims) and the Shoshone County Coeur d'Alene District Mining 
Claims (27 claims).
DOCUMENT PAGE: 19 OF 25                 8
<PAGE>
METALINE MINING & LEASING COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

4 - MINING CLAIMS (Continued>

PARTNERSHIP INTERESTS 
December 31, 1995, 1996 and 1997
<TABLE>
                                        Capital 
                                        Contri- 
                                        buted       Ordinary  
                            Beginning   During      Income      Distri-     Ending
                            Capital     Year        (loss)      butions     Capital
                            __________  __________  __________  __________  __________
<C>                         <S>         <S>         <S>         <S>         <S>
Pondera Partner Ltd., 1995  $   3,486   $    -      $      57   $    -      $   3,543 
                            __________  __________  __________  __________  __________
Balance at December, 1995   $   3,486   $    -      $      57   $    -      $   3,543 
                            ==========  ==========  ==========  ==========  ==========
Pondera Partner Ltd., 1996  $   3,543   $    -      $     573   $    -      $   4,116 
                            __________  __________  __________  __________  __________
Balance at December, 1996   $   3,543   $    -      $     573   $    -      $   4,116 
                            ==========  ==========  ==========  ==========  ==========
Pondera Partner Ltd., 1997  $   4,116   $    -      $     (73)  $    -      $   4,043 
                            __________  __________  __________  __________  __________
Balance at December 31, 1997$   4,116   $    -      $     (73)  $    -      $   4,043 
                            ==========  ==========  ==========  ==========  ==========
</TABLE>

5 - COMMON STOCK
At December 31, 1997, the Company's independent transfer agent reported that 
7,277,834 shares of common stock were outstanding.

The Articles of Incorporation were amended December 31, 1983 to reclassify 
shares and reduce capital to $299,000.  The capitalization of the Company shall
be divided into 15,000,000 shares of no par value common non-assessable stock.
None  of these shares shall have preemptive rights.  Each and every share of 
stock shall have the same rights and privileges as those enjoyed by each and 
every other share.

The Board of Directors of Metaline Mining & Leasing Company passed unanimously 
to compensate the directors for services rendered in the form of Metaline Mining
& Leasing Company Stock.  The Board of Directors were each issued shares of 
Metaline Mining & Leasing Company Stock for services performed.  A total of 
174,000 shares were issued to Directors for Services with beneficial interest 
date of June 30, 1994.  During 1995, a total of 520,000 shares were authorized 
by the Board of Directors, to be issued in the future, to compensate directors 
for services performed. During 1996 600,000 shares were authorized by the board 
of directors, to be issued in the future, to compensate directors for services 
performed.  During 1997 1,464,000 shares were issued to Directors for services.
The shares authorized by the Board of Directors to compensate Directors for 
1995 and 1996 were issued during 1997. The issue of stock for services is valued
using the stock quotation price on the date of issue less 50% due to the fact 
that it is restricted stock.





                                         9
DOCUMENT PAGE: 20 OF 25
<PAGE>
METALINE MINING & LEASING COMPANY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

6 - FEDERAL INCOME TAXES

At December 31, 1997 the Company had net operating loss carryforward of 
$211,584 which is available to offset future taxable income.

         Expiration dates are as follows:
<TABLE>
                                           Amount     Expiration Date
                                         __________   _______________
                                         <C>          <S>
                                         $  74,275         2000   
                                            17,779         2001   
                                            13,118         2002   
                                            13,496         2003   
                                            14,386         2004   
                                            19,263         2005   
                                             7,497         2006   
                                             6,268         2007   
                                             1,509         2008   
                                             3,462         2009   
                                             5,067         2010   
                                             1,513         2011   
                                            33,951         2012   
                                         __________   _______________

                                         $ 211,584
                                         =========
</TABLE>

An unused general business tax credit carryforward of $471 is available to 
reduce future Federal income taxes to the extent permitted under the Internal 
Revenue Code.  This credit expires 1999.

The Company adopted SFAS No. 109 for its calendar year 1993.  This has no 
effects on the financial statements due to the fact that there are no material 
timing differences which would produce a deferred income tax liability or asset.
Based on the pattern of net losses, management believes that it is not prudent 
to assume that net operating loss carryforwards will provide future tax 
benefits that should be recorded as a deferred tax asset.

7 - ABANDONED LEASES  

In December of 1990 the Company abandoned the Valley County, Idaho Mining 
Claims (10 claims recorded at $4,000) and the Shoshone County Coeur d'Alene 
District Mining Claims (27 claims recorded at $5,400).  The claims were 
abandoned due to the depressed metals market and results of geological 
work performed.

Mining leases on land leased from the State of Idaho, Department of Lands were 
abandoned in November of 1989 due to the depressed metals market and results of 
geological work performed.





                                       10
DOCUMENT PAGE: 21 OF 25
<PAGE>






ACCOUNTANTS' REPORT ON SUPPLEMENT INFORMATION



Board of Directors
Metaline Mining & Leasing Company
Spokane, Washington


Our report on our audits of the basic financial statements of Metaline Mining 
& Leasing Company for 1997 and 1996 appears on page two.  Those audits were 
made for the purpose of forming an opinion on the basic financial statements 
taken as a whole.  The schedule of Marketable Securities and Gold Krugerrands 
for the years ended December 31, 1997 and 1996 is presented for purposes of 
additional analysis and is not a required part of the basic financial 
statements.  Such information has been subjected to the auditing procedures 
applied in the examination of the basic financial statements and, in our 
opinion, is fairly stated in all material respects in relation to the basic 
financial statements taken as a whole.



/s/  ROBERT MOE & ASSOCIATES, PS





Spokane, Washington
March 24, 1998























                                          11

DOCUMENT PAGE: 22 OF 25
<PAGE>
METALINE MINING & LEASING COMPANY 
SCHEDULE 1 - MARKETABLE SECURITIES - 
OTHER INVESTMENTS 
for the years ended December 31, 1997 and 1996

<TABLE>
                                     December 31, 1997 
                       ______________________________________________________
Column A               Column B      Column C      Column D      Column E
___________________    ____________  ____________  ____________  ____________
                                                                 Amount at
                       Number                       Market       Which Issue
                       of Shares     Cost of        Value        is Carried on
Issuer                 and Units     Issue          of Issue     Balance Sheet
___________________    ____________  ____________  ___6_________  ____________
<C>                    <S>           <S>           <S>           <S>

Capitol Silver 
     Mines, Inc.          25,000      $      583   $      -      $       -   

Carson Industries
     Corporation          31,151           5,190          -              -   
___________________    ____________  ____________  ____________  ____________


                                     $     5,773   $      -      $       -   
                                     ============  ============  ============
</TABLE>
<TABLE>
                                     December 31, 1996 
                       ______________________________________________________
Column A               Column B      Column C      Column D      Column E
___________________    ____________  ____________  ____________  ____________
                                                                 Amount at
                       Number                       Market       Which Issue
                       of Shares     Cost of        Value        is Carried on
Issuer                 and Units     Issue          of Issue     Balance Sheet
___________________    ____________  ____________  ____________  ____________
<C>                    <S>           <S>           <S>           <S>
Capitol Silver                                             
     Mines, Inc.            25,000   $       583   $       250   $       250 

Carson Industries                                             
     Corporation            31,151         5,190           623           623 
___________________    ____________  ____________  ____________  ____________

                                     $     5,773   $       873   $       873 
                                     ============  ============  ============

</TABLE>








                                         12

See accountants' report on supplemental information
DOCUMENT PAGE: 23 OF 25
<PAGE>










CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Metaline Mining & Leasing Company
Spokane, Washington


We hereby consent to the use of our opinion, dated March 24, 1998 on the 
financial statements of Metaline Mining & Leasing Company, for the years 
ended December 31, 1997 and 1996 in the Form 10-KSB






/s/ ROBERT MOE & ASSOCIATES, P.S.








Spokane, Washington
March 24, 1998























DOCUMENT PAGE: 24 OF 25
<PAGE>

                      METALINE MINING & LEASING COMPANY
                             Annual Form 10-K
                             December 31, 1997

*************************************************************************
                                 SIGNATURES
*************************************************************************

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

METALINE MINING & LEASING COMPANY
(Registrant)


By: /s/Gregory B. Lipsker                          Date:  April 14, 1998
__________________________________________
GREGORY B. LIPSKER, President
(Principal Executive Officer)

By: /s/ Eunice R. Campbell                         Date:  April 14, 1998
__________________________________________
EUNICE R. CAMPBELL, Secretary/Treasurer
(Principal Financial Officer)

In accordance with the Exchange Act, this report has been signed below 
by the following persons on behalf of the registrant and in the capacities 
and on the dates indicated.

/s/ Gregory B. Lipsker                             Date:  April 14, 1998
__________________________________________
GREGORY B. LIPSKER 
Director

/s/ William R. Green                               Date:  April 14, 1998
__________________________________________
WILLIAM R. GREEN 
Director

/s/ Eunice Campbell                                Date:  April 14, 1998
__________________________________________
EUNICE CAMPBELL 
Director














DOCUMENT PAGE: 25 OF 25
<PAGE>