(THIS SPACE LEFT INTENTIONALLY BLANK)

















DOWNLOAD FORMATTING INSTRUCTIONS FOR CORRECT PAGINATION:
     PAGE SETUP: .5"TOP, .5"BOTTOM, .5"LEFT, .5"RIGHT
     TYPE: COURIER NEW, 10pt EXCEPT WHERE INDICATED OTHERWISE WITHIN THE TEXT

BEGIN PAGE AT "START"


















<PAGE>
START***************************************************************************

                    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,  1999,  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.       $46,848

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  20
<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.           14,555,668

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)


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
















(This space left blank intentionally)











DOCUMENT PAGE: 2 OF 20
<PAGE>

                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

(A)     BUSINESS  DEVELOPMENT

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 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 not currently evaluating any specific
acquisition  opportunity.

(B)     BUSINESS  OF  ISSUER

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.

(C)     REPORTS  TO  SECURITY  HOLDERS

You  may  read  and  copy  any  materials filed with the SEC at the SEC's Public
Reference  Room  at  450  Fifth  Street,  N. W., Washington, D.C. 20549. You may
obtain  information on the operation of the Public Reference Room by calling the
SEC at 1 (800) SEC-0330. The SEC maintains an Internet site (http://www.sec.gov)
that  contains  reports,  proxy and information statements and other information
regarding  the  Company  that  is  filed  electronically  with  the  SEC.

ITEM  2.     DESCRIPTION  OF  PROPERTY

The  Company has no offices 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 20

<PAGE>

                                      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  the  period  covered  by  this  report  the  Company  has sold no equity
securities  that  were  not  registered  under  the  Securities  Act of 1933, as
amended.

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

PLAN  OF  OPERATION

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.

During  1999,  the  Company's  only revenue was interest income in the amount of
$46,848.

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.  The  Company  is  not currently evaluating any specific
business  opportunity.

DOCUMENT PAGE: 4 OF 20

<PAGE>
The  Company  believes  it  can  satisfy it's foreseeable cash requirements. The
Company does not believe that it will have to raise additional funds in the next
twelve  months.

ITEM  7.      FINANCIAL  STATEMENTS

Financial Statements of the Company for the fiscal years ended December 31, 1998
and December 31, 1999 audited by LeMaster & Daniels PLLC, 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.

The  Registrant  has  engaged LeMaster & Daniels PLLC as Independent Auditor for
the  year  ended  December  31,  2000.

                                    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)                    POSITION               LENGTH  OF  SERVICE
--------------------------     -------------------    -------------------
<S>                            <C>                    <C>
Albert  Zlotnick  (76)         Director,  Chairman    Since  1998
William  R.  Green  (61)       Director               Since  1993
Gregory  B.  Lipsker  (49)     Director               Since  1993
Eunice  R.  Campbell  (54)     Director               1992  and  since 1994
</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
-----------------------------  ------------------------------   -----------------
<S>                            <C>                              <C>
Gregory  B.  Lipsker  (49)     President                        Since  1994
William  R.  Green  (61)       Vice President/Asst. Secretary   Since  1994
Eunice  R.  Campbell  (54)     Secretary/Treasurer               Since  1992
</TABLE>
DOCUMENT PAGE: 5 OF 20
<PAGE>

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.

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

Albert  M.  Zlotnick  -  Mr.  Zlotnick  is and has been for the past 40 years an
investor  in private and public companies. Mr. Zlotnick is currently an owner or
principal  investor  in  3  private  corporations  and  one  partnership and the
principal  investor  in  more  than  10  public  corporations.

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 - William R. Green is a mining engineer and geologist, and
was  a  professor  of mining engineering at the University of Idaho from 1965 to
1983.  He  has been actively involved in the mining business since 1962 and is a
former  officer  and  director  of Yamana Resources and currently an officer and
director  of Canadian public companies: Maya Gold Limited and Petromin Resources
Ltd.,  and  U.S.  public companies Mines Management, Inc. and Cimarron Grandview
Group,  Inc.

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, all executive officers and directors of the Company
timely filed the reports required under Section 16(a) of the Securities Exchange
Act  of  1934,  as  amended.
DOCUMENT PAGE: 6 OF 20

<PAGE>

ITEM  10.     EXECUTIVE  COMPENSATION

(A)     EXECUTIVE  OFFICERS

The following table sets forth the compensation paid by the Company to its Chief
Executive  Officer  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.

<TABLE>
Summary  Compensation  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(#)      ($)      ($)
--------------  ----  ------  -----  ------  ----------  ----------  -------  ---------
<S>             <C>   <C>     <C>    <C>     <C>         <C>         <C>      <C>
Gregory B.
  Lipsker       1997     $0     $0     $0         $0         -0-        $0       $0
  President     1998     $0     $0     $0         $0         -0-        $0       $0
  and Director  1999     $0     $0     $0         $0         -0-        $0       $0
</TABLE>

(B)     DIRECTOR  COMPENSATION  FOR  LAST  FISCAL  YEAR

<TABLE>
             Cash Compensation                              Security Grants
-------------------------------------------  ------------------------------------------

                                                                          Number of
                    Annual     Meeting       Consulting    Number of      Securities
                    Retainer   Fees ($)      Fees/Other    Shares (#)     Underlying

Name                Fees ($)                 Fees ($)                     Options/SARs(#)
(a)                 (b)        (c)           (d)           (e)            (f)
------------------  ---------  ------------  ------------  -------------  ---------------
<S>                 <C>        <C>           <C>           <C>            <C>
Gregory  Lipsker       $-0-           -0-           -0-             0             0
William  R.  Green     $-0-           -0-           -0-             0             0
Eunice Campbell        $-0-           -0-           -0-             0             0
</TABLE>

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  14,555,668.



DOCUMENT PAGE: 7 OF 20

<PAGE>


<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:

None

Directors and Executive Officers:

Albert  M.  Zlotnick                      7,277,834                  50.00%
     301  City  Ave.
     Bala  CynWyd,  PA  19004
Greg  Lipsker                             1,001,500                   6.88%
     714 Washington Mutual
       Financial Center
     601  W.  Main  Avenue
     Spokane,  WA  99201
William  Green                              896,000                   6.15%
     905  W. Riverside, Ste. 311
     Spokane,  WA  99201
Eunice  R.  Campbell                        595,000                   4.09%
     301  S.  Chestnut,  Ste. #6
     Spokane,  WA  99204

All  executive  officers  and             9,770,334                  67.12%
directors as a group (4 persons)
</TABLE>

(1)     The  positions  of those persons who are directors or executive officers
        of  the  Registrant  are  set  out  in  Item  9.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

(A)     TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

None

(B)     CERTAIN  BUSINESS  RELATIONSHIPS

None














DOCUMENT PAGE: 8 OF 20

<PAGE>

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a).     Exhibits  required  by  Item  601                              (1)

        (3)(i)     Articles  of  Incorporation                          (2)
        (3)(ii)    Bylaws.                                              (2)
        (13)       Annual report to security holders, Form 10Q
                   or  quarterly  report  to  security  holders.        (2)


                  (1)  Omitted  Exhibits  not  applicable
                  (2)  Incorporated  by  reference  to  previous  filing

         Financial  Statements

                  Independent  Auditors'  Reports

                  Balance  Sheets  at  December  31,  1999  and 1998

                  Statements  of  Income  (Loss)
                    for the years ended December 31, 1999, and 1998

                  Statements  of  Stockholders'  Equity
                    for  the  years  ended  December  31,  1997 - 1999

                  Statements  of  Cash  Flows
                    for the years ending December 31, 1999, and 1998

                   Notes  to  Financial  Statements

(b)     No  reports  have  been  filed  on  Form 8-K during the last fiscal
quarter  covered  by  this  report.




























DOCUMENT PAGE: 9 OF 20

<PAGE>


                              FINANCIAL  STATEMENTS  AND
                            INDEPENDENT  AUDITORS'  REPORT

                            DECEMBER  31,  1999  AND  1998
                         METALINE  MINING  &  LEASING  COMPANY
                         -------------------------------------

                                       CONTENTS

                                                                            Page

INDEPENDENT  AUDITORS'  REPORT                                                 2

FINANCIAL  STATEMENTS:

     Balance  sheets                                                           3

     Statements  of  income                                                    4

     Statements  of  stockholders'  equity                                     5

     Statements  of  cash  flows                                               6

     Notes  to  financial  statements                                        7-9



































DOCUMENT PAGE: 10 OF 20
<PAGE>


INDEPENDENT  AUDITORS'  REPORT



Board  of  Directors
Metaline  Mining  &  Leasing  Company
Spokane,  Washington


We  have  audited  the  accompanying balance sheets of Metaline Mining & Leasing
Company  (a Washington  Corporation)  as  of  December  31,  1999  and 1998, and
the related statements  of income,  stockholders' equity, and cash flows for the
years then ended.  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  audits.

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  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, 1999 and 1998, and the results of its operations and
its  cash  flows for the years then ended, in conformity with generally accepted
accounting  principles.






/s/ LeMaster & Daniels PLLC




Spokane,  Washington
March  7,  2000
















Accountants' page 1
DOCUMENT PAGE: 11 OF 20

<PAGE>
METALINE  MINING  &  LEASING  COMPANY

BALANCE  SHEETS

<TABLE>
                                                        December 31,
                                              --------------------------------
                                                   1999              1998
                                              --------------    --------------
<S>                                           <C>               <C>
ASSETS

CURRENT  ASSETS:
Cash                                         $      404,911     $     411,866
Temporary cash investments                          654,813           627,943
                                              --------------    --------------
     Total cash and cash equivalents              1,059,724         1,039,809

INVESTMENTS                                          13,614            13,718

PARTNERSHIP PROPERTIES                                4,122             3,911
                                              --------------    --------------
                                              $   1,077,460     $   1,057,438
                                              ==============    ==============

LIABILITIES  AND  STOCKHOLDERS'  EQUITY

CURRENT  LIABILITIES:
Accounts payable                             $            9     $         306
Federal income tax payable                            5,013            12,500
                                              --------------    --------------
     Total current liabilities                        5,022            12,806
                                              --------------    --------------

STOCKHOLDERS'  EQUITY:
Common stock--15,000,000 shares,
  no par value,  authorized;
  14,555,668 shares issued and outstanding          954,282           954,282
Accumulated other comprehensive  income:
Unrealized loss, marketable securities               (5,877)           (5,773)
Retained earnings                                   124,033            96,123
                                              --------------    --------------
     Total stockholders' equity                   1,072,438         1,044,632
                                              --------------    --------------

                                              $   1,077,460     $   1,057,438
                                              ==============    ==============

</TABLE>










See  accompanying  notes  to  financial  statements.
Accountants' page 2
DOCUMENT PAGE: 12 OF 20

<PAGE>

METALINE  MINING  &  LEASING  COMPANY

STATEMENTS  OF  INCOME
----------------------



<TABLE>


                                         Years Ended December 31,
                                       ---------------------------
                                           1999           1998
                                       ------------   ------------
<S>                                    <C>            <C>

INCOME:
Dividend and interest income           $    46,848    $    15,962

                                       ------------   ------------

EXPENSES:
Directors' fees                                -              300
Professional fees                           12,691         15,516
Office expense                               1,907            336
Taxes, licenses, and fees                      528            102

                                       ------------   ------------
                                            15,126         16,254
                                       ------------   ------------

INCOME (LOSS) BEFORE OTHER INCOME
    (EXPENSE) AND INCOME TAX                31,722           (292)

                                       ------------   ------------
OTHER  INCOME  (EXPENSE):
Income (loss) from partnership interests       157           (182)
Gain on sale of investments                    -          711,377
                                               157        711,195
                                       ------------   ------------

INCOME BEFORE FEDERAL INCOME TAX            31,879        710,903

PROVISION FOR FEDERAL INCOME TAX             3,969        170,500

                                       ------------   ------------

NET INCOME                             $    27,910    $   540,403
                                       ============   ============

BASIC EARNINGS PER SHARE (based on
weighted average shares outstanding)           NIL    $      0.07
                                       ============   ============
</TABLE>











See  accompanying  notes  to  financial  statements.
Accountants' page 3
DOCUMENT PAGE: 13 OF 20


<PAGE>
METALINE  MINING  &  LEASING  COMPANY

STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 1999 AND 1998
---------------------------------------------------------------------------

<TABLE>


                                                 Accumulated
                       Number  of                Other          Retained
                       Shares       Common       Comprehensive  Earnings
                       Outstanding  Stock        Income         (Deficit)    Total
                       -----------  -----------  -------------  -----------  -----------
<S>                    <C>          <C>          <C>            <C>          <C>

BALANCES,
DECEMBER 31, 1997        7,277,834  $   432,483  $     (5,773)  $ (444,280)  $  (17,570)

ADD (DEDUCT):
COMPREHENSIVE INCOME:
  Net income                   -            -             -        540,403      540,403
                       -----------  -----------  -------------  -----------  -----------
COMPREHENSIVE INCOME                                                            540,403
                                                                             -----------
  Shares issued
    for cash            7,277,834      521,799            -            -        521,799

                       -----------  -----------  -------------  -----------  -----------
BALANCES,
DECEMBER 31, 1998      14,555,668      954,282         (5,773)      96,123    1,044,632

ADD (DEDUCT):
COMPREHENSIVE INCOME:
  Unrealized loss in
    marketable
    securities                -            -             (104)         -          (104)
  Net income                  -            -              -         27,910      27,910
                       -----------  -----------  -------------  -----------  -----------
COMPREHENSIVE INCOME                                                            27,806
                                                                             -----------
BALANCES,
DECEMBER 31, 1999       14,555,668  $  954,282   $      (5,877)  $ 124,033   $1,072,438
                      ============  ===========  ==============  ==========  ===========
</TABLE>

















See  accompanying  notes  to  financial  statements.
Accountants' page 4
DOCUMENT PAGE: 14 OF 20

<PAGE>

METALINE  MINING  &  LEASING  COMPANY

STATEMENTS  OF  CASH  FLOWS
---------------------------

<TABLE>
                                                             December 31,
                                                   --------------------------------
                                                        1999              1998
                                                   --------------    --------------
<S>                                                <C>               <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
     Net income                                    $      27,910      $    540,403
     Adjustments to reconcile net income to net
       cash provided by operating activities:
       (Income) loss from partnership interest              (211)              132
       Increase (decrease) in:
         Accounts payable                                   (297)          (21,626)
         Federal income tax payable                       (7,487)           12,500
                                                   --------------    --------------
Net cash provided by operating activities                 19,915           531,409
                                                   --------------    --------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
     Deposit received                                        -              (9,784)
     Purchase of Krugerrands and silver rounds               -             (13,718)
                                                   --------------    --------------
Net cash used in investing activities                        -             (23,502)
                                                   --------------    --------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
     Proceeds from sale of common stock                      -             521,799
                                                   --------------    --------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                 19,915         1,029,706

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR           1,039,809            10,103
                                                   --------------    --------------

CASH AND CASH EQUIVALENTS, END OF YEAR             $   1,059,724     $   1,039,809
                                                   ==============    ==============

</TABLE>














See  accompanying  notes  to  financial  statements.
Accountants' page 5
DOCUMENT PAGE: 15 OF 20
<PAGE>
METALINE  MINING  &  LEASING  COMPANY
NOTES  TO  FINANCIAL  STATEMENTS

NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:
------------------------------------------------------------------------------
Organization:

The  Company  was  incorporated in the state of Washington in 1927.  Although it
has  previously  been  engaged  in  mineral  exploration  and  continues to hold
interests in mineral exploration properties, the Company currently has no active
business operations.  The Company is currently seeking to acquire an interest in
a  business  opportunity.

Summary  of  Significant  Accounting  Policies:

a.     Cash  and  cash equivalents include short-term cash investments that have
an  initial  maturity  of  90  days  or  less.

b.     The Company's marketable securities are stated at estimated fair value at
the  balance-sheet  dates  and  unrealized  losses are reported in stockholders'
equity  as  accumulated  other  comprehensive  income.  All  such securities are
considered  to be available-for-sale.  Gains and losses are determined using the
specific  identification  method.  Investments  in  coins  (gold Krugerrands and
silver  rounds)  are  stated  at  cost  which  approximates  fair  value.

c.     The Company capitalizes acquisition and exploration costs on nonoperating
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.

d.     Capitalized  costs  are  charged  to operations as impairment losses when
title to the property has expired or when management believes the properties are
not  economically  feasible  to  develop  or  hold  for  future  development.

e.     Income  tax  is  provided for the tax effects of transactions reported in
the  financial  statements.  Deferred  income  tax assets are recognized for the
estimated  future  tax  benefits  of  tax-basis  operating  losses being carried
forward.  A  valuation allowance for deferred tax assets is also recognized when
appropriate  and  reversed as such loss carryovers are utilized on the Company's
income  tax  returns.

f.     In  1998  the  Company  adopted  SFAS  No.  130, "Reporting Comprehensive
Income,"  which  establishes rules for the reporting of comprehensive income and
its  components.  Comprehensive income consists of net income (loss) and changes
in unrealized losses on securities available-for-sale.  The adoption of SFAS No.
130  had  no  impact  on  total  stockholders'  equity.

g.     Basic  earnings  (loss)  per share is computed using the weighted average
number  of shares outstanding during the years (14,556,000 in 1999, 8,187,000 in
1998).  Diluted  income  (loss)  per share was the same as basic earnings (loss)
per  share  for  the  years  presented.

h.     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.
Accountants' page 6
DOCUMENT PAGE: 16 OF 20

<PAGE>
METALINE  MINING  &  LEASING  COMPANY
NOTES  TO  FINANCIAL  STATEMENTS

NOTE  2  -  INVESTMENTS:
------------------------

The  Company  had  the  following  investments  at  the  balance-sheet  dates:
<TABLE>
                                                    1999            1998
                                               -------------   -------------
     <S>                                       <C>             <C>
     Coins:
       Cost  and  fair  value                  $     13,614   $     13,718
                                               -------------   -------------
     Marketable  securities:
       Cost                                           5,773          5,773
       Gross  unrealized  holding  loss              (5,773)        (5,773)
                                               -------------   -------------
     Totals                                    $     13,614    $    13,718
                                               =============   =============
</TABLE>

Coins  consisted  of  the  following:

-     44  1-ounce  Krugerrands
-     150  1-ounce  silver  rounds

Marketable  securities  consisted  of  the  following  investments:

-     25,000  shares  of Capitol Silver Mines, Inc., a development stage company
-     31,151 shares of Carson Industries Corporation which is currently involved
           in  oil  and  gas  exploration
-     1,477,239  shares  of  Metaline  Contact  Mines  (see  below)

The  Company's  $100,410  original investment in Metaline Contact Mines had been
fully written off as worthless in previous years.  In 1998, the shares were sold
for  net  proceeds  of  $711,377,  resulting  in  a  gain  of  $711,377.


NOTE  3  -  MINING  PROPERTIES:
-------------------------------

Investments in mining properties, net of impairment losses recognized, consisted
of  the  following:

                                                                December  31,
                                                               ---------------
                                                                1999     1998
                                                               ------  -------
Partnership interest in two units of Pondera Partners, Ltd.,
a drilling project located in Teton County, Montana (at
cost  less  equity  in  partnership  losses)                   $4,122   $3,911









DOCUMENT PAGE: 17 OF 20

<PAGE>

METALINE  MINING  &  LEASING  COMPANY
NOTES  TO  FINANCIAL  STATEMENTS


NOTE  4  -  FEDERAL  INCOME  TAXES:
-----------------------------------

The  provision  for  income  taxes  consisted  of  the  following:
<TABLE>
                                                             Years  Ended
                                                             December 31,
                                                          ------------------
                                                            1999      1998
                                                          --------  --------
<S>                                                       <C>       <C>
Computed  expected  tax  expense                          $  3,969  $241,800
Tax benefit of net operating loss carryforward (see below)     -     (71,300)
                                                          --------  --------
                                                          $  3,969  $170,500
                                                          ========  ========
</TABLE>

At  December 31, 1997, the Company had a deferred tax asset of $71,300, relating
to  the  estimated  future  tax benefits of current and prior year tax-basis net
operating  losses carried forward.  The deferred tax asset was fully reserved by
a  valuation allowance.  In 1998, the Company was able to recognize the full tax
benefits  of its carryforward of operating losses and, accordingly, the deferred
tax  asset  valuation  allowance  was  reversed.


NOTE  5  -  CONCENTRATION  OF  CREDIT  RISK:
--------------------------------------------


The  Company  maintains  its  cash  and  cash  equivalents  in  three  financial
institutions.  Balances are insured by the Federal Deposit Insurance Corporation
(FDIC)  up  to  $100,000  per institution.  Balances on deposit may occasionally
exceed  FDIC  insured  amounts.






















DOCUMENT PAGE: 18 OF 20
<PAGE>



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     .

By: /s/ Gregory B. Lipsker                  Date:  3/28/2000
----------------------------------------         --------------------
   GREGORY  B.  LIPSKER,  President
(Principal  Executive  Officer)


By: /s/ Eunice R. Campbell
----------------------------------------    Date:  3/28/2000
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/ Albert M. Zlotnick                              Date:  3/28/2000
ALBERT M. ZLOTNICK
Director


/s/ William R. Green                                Date:  3/28/2000
WILLIAM  R.  GREEN
Director


/s/ Eunice Campbell                                 Date:  3/28/2000
EUNICE  CAMPBELL
Director

/s/ Gregory B. Lipsker                              Date:  3/28/2000

GREGORY  B.  LIPSKER

Director


SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D)  OF  THE  EXCHANGE  ACT  BY  NON-REPORTING  ISSUERS  -  Not  Applicable