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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,  1998,  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.       ($15,962)

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  21
<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)


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
















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DOCUMENT PAGE: 2 OF 21
<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  21
<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  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
----    -------------------     -------------------       ----------------------
<S>     <C>                     <C>                       <C>
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  were  held by the Registrant as collateral for the promissory
notes.  The  promissory  notes  were  paid  in  full  during  1998.

In  November  1998, the Registrant sold 7,277,834 shares of its common stock for
an  aggregate  amount  of  $521,799. The shares were purchased by one individual
investor.  No  fees  or commissions were paid in connection with the sale of the
shares.  The  shares  were  issued  pursuant  to  a  Section 4(2) exemption from
registration  under  the  Securities  Act  of  1933.










DOCUMENT  PAGE:  4  OF  21
<PAGE>
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  1998  the  Company  sold its ownership of an 11% interest in an inactive
non-reporting  public  company,  Metaline  Contact  Mines  ("MCM")>  The Company
realized  net  proceeds  of  $711,377  from  the  sale

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.

ITEM  7.      FINANCIAL  STATEMENTS

Financial  Statements of the Company for the fiscal year ended December 31, 1998
audited  by  LeMaster  & Daniels PLLC and for the fiscal year ended December 31,
1997,  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.

The  Registrant  was informed that Independent Auditor, Robert Moe & Associates,
P.S.  would  not be able to perform the audit for the fiscal year ended December
31,  1998.  The  Auditor's  Report on the financial statements for either of the
past  two  years  has contained no adverse opinion or disclaimer of opinion, nor
was  modified  as  to  uncertainty,  audit  scope,  or  accounting  principles.

There  were  no  disagreements  with  the  former  accountant  on  any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure,   which,  if  not  resolved  to  the  former   accountants
satisfaction,  would  have  caused it to make reference to the subject matter of
the  disagreement(s)  in  connection  with  its  report.

The  Registrant  has  engaged LeMaster & Daniels PLLC as Independent Auditor for
the  year  ended  December  31,  1998
DOCUMENT  PAGE:  5  OF  21
<PAGE>

                                     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  (75)         Director,  Chairman    Since  1998(1)

William  R.  Green  (60)       Director               Since  1993

Gregory  B.  Lipsker  (48)     Director               Since  1993

Eunice  R.  Campbell  (53)     Director               1992  and  since 1994
</TABLE>
(1)     Mr.  Zlotnick was appointed to the board to fill the vacancy left by who
passed  away  during  1998.

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  (48)      President                        Since  1994

William R. Green  (60)        Vice President/Asst. 
                                 Secretary                     Since  1994

Eunice R. Campbell  (53)      Secretary/Treasurer              Since  1992

</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.

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


DOCUMENT  PAGE:  6  OF  21
<PAGE>
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 US 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,  two  directors  filed  untimely  reports  on
transactions  in  the  Company's common stock as follows: Gregory B. Lipsker and
Albert  Zlotnick  each  one  report  regarding  one  transaction.

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.

DOCUMENT  PAGE:  7  OF  21
<PAGE>
<TABLE>
<CAPTION>

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         1996    $0      $0     $0     $0             -0-        $0       $0
Secretary  
('96-'97)       1997    $0      $0     $0     $0             -0-        $0       $0
President 
('98)           1998    $0      $0     $0     $0             -0-        $0       $0

</TABLE>

(B)     DIRECTOR  COMPENSATION  FOR  LAST  FISCAL  YEAR

<TABLE>
<CAPTION>

                        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       $100           -0-           -0-           0              0
William  R.  Green     $100           -0-           -0-           0              0
Eunice Campbell        $100           -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:  8  OF  21
<PAGE>
<TABLE>
<CAPTION>
                                   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:  9  OF  21
<PAGE>

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

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

     1.  Financial  Statements
                                                                      Document
                                                                          Page

         Independent  Auditors'  Reports                                 11-12

         Balance  Sheet
         December  31,  1998  and  1997                                     13

         Statements  of  Income  (Loss))
         for  the  years  ended  December  31,  1998,  1997,  and  1996     14

         Statements  of  Stockholders'  Equity
         for  the  years  ended  December  31,  1998,  1997,  and  1996     15

         Statements  of  Cash  Flows
         for  the  years  ending  December  31,  1998,  1997,  and  1996    16

         Notes  to  Financial  Statements                                17-19

METALINE  MINING  &  LEASING  COMPANY

FINANCIAL  STATEMENTS  AND
INDEPENDENT  AUDITORS'  REPORTS

DECEMBER  31,  1998  AND  1997

CONTENTS
                                                          Report
                                                            Page


INDEPENDENT  AUDITORS'  REPORTS                              2-3

FINANCIAL  STATEMENTS:

     Balance  sheets                                           4

     Statements  of  income                                    5

     Statements  of  stockholders'  equity                     6

     Statements  of  cash  flows                               7

     Notes  to  financial  statements                       8-10











DOCUMENT  PAGE:  10  OF  21
<PAGE>

                      INDEPENDENT  AUDITORS'  REPORT





Board  of  Directors
Metaline  Mining  &  Leasing  Company
Spokane,  Washington


We  have  audited  the  accompanying  balance sheet of Metaline Mining & Leasing
Company   (a  Washington  Corporation)   as  of  December  31,  1998,   and  the
statements  of  income, stockholders'  equity,  and cash flows for the year 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 audit 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  account-ing  principles  used and signifi-cant estimates made by
management, as well as evaluating the overall finan-cial statement presentation.
We  believe  our  audit  provides  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, 1998, and the  results of its operations and its cash
flows for the year then ended,  in conformity with generally accepted accounting
principles.


/s/ LeMaster & Daniels PLLC

Spokane,  Washington
March  22,  1999




















                                          2
DOCUMENT  PAGE:  11  OF  21
<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,  1998
















                                             3
DOCUMENT  PAGE:  12  OF  21
<PAGE>
METALINE  MINING  &  LEASING  COMPANY

BALANCE  SHEETS

<TABLE>

                                                               December  31,
                                                        ---------------------------
                                                             1998          1997
                                                        ------------   ------------
<S>                                                     <C>            <C>
ASSETS

CURRENT  ASSETS:

     Cash  and  cash  equivalents:
     Cash  in  bank                                      $  411,866     $    8,490
     Temporary  cash  investments                           627,943          1,613
                                                        ------------   ------------

     Total  current  assets                               1,039,809         10,103

INVESTMENTS                                                  13,718            -

PARTNERSHIP  PROPERTIES                                       3,911          4,043
                                                        ------------   ------------

                                                        $ 1,057,438    $    14,146
                                                        ============   =============

LIABILITIES  AND  STOCKHOLDERS'  EQUITY

CURRENT  LIABILITIES:

     Accounts  payable                                  $       306    $    21,932
     Federal  income  tax  payable                           12,500            -
     Deposit                                                    -            9,784
                                                        ------------   ------------
     Total  current  liabilities                             12,806         31,716
                                                        ------------   ------------

STOCKHOLDERS'  EQUITY:

     Common stock--15,000,000 shares, no par value,
     authorized; 14,555,668 and  7,277,834, 
     respectively, shares issued and outstanding            954,282        432,483
     Accumulated  other  comprehensive  income:
     Unrealized  loss,  marketable  securities               (5,773)        (5,773)
     Retained  earnings  (deficit)                           96,123       (444,280) 
                                                        ------------   ------------

     Total  stockholders'  equity (deficit)               1,044,632        (17,570) 
                                                        ------------   ------------

                                                        $ 1,057,438    $    14,146
                                                        ============   ============



See  accompanying  notes  to  financial  statements.
                                          4
DOCUMENT  PAGE:  13  OF  21
<PAGE>
METALINE  MINING  &  LEASING  COMPANY

STATEMENTS  OF  INCOME


</TABLE>
<TABLE>
<CAPTION>
                                               Years Ended December 31,
                                       ------------------------------------------
                                           1998           1997           1996
                                       ------------   ------------   ------------
<S>                                    <C>            <C>            <C>

INCOME:

     Dividend  and  interest income    $    15,962    $      124    $        122
                                       ------------   ------------   ------------

EXPENSES:

     Directors'  fees                          300         10,420            300
     Professional  fees                     15,516         23,165          1,500
     Office  expense                           336             99             98
     Taxes,  licenses,  and  fees              102            272            259
                                       ------------   ------------   ------------
                                            16,254         33,956          2,157
                                       ------------   ------------   ------------

(LOSS) BEFORE OTHER  NCOME (EXPENSE)
     AND  INCOME  TAX                         (292)       (33,832)        (2,035)
                                       ------------   ------------   ------------

OTHER  INCOME  (EXPENSE):

     Income (loss) from partnership 
     interests                                (182)          (119)           522
     Gain (loss) on sale of investments    711,377            -             (463) 
                                       ------------   ------------   ------------
                                           711,195           (119)            59
                                       ------------   ------------   ------------

INCOME  (LOSS) BEFORE PROVISION FOR
     FEDERAL  INCOME  TAXES                710,903        (33,951)         (1,976)

PROVISION FOR FEDERAL INCOME TAXES         170,500            -               -
                                       ------------   ------------   ------------

NET  INCOME  (LOSS)                    $   540,403    $   (33,951)   $    (1,976)
                                       ============   ============   ============
BASIC  EARNINGS  PER  SHARE  
(based  on  upon  weighted average  
   shares  outstanding)                $       .07    $     (0.01)   $        NIL
                                       ============   ============   ============






See  accompanying  notes  to  financial  statements.

                                          5
DOCUMENT  PAGE:  14  OF  21
<PAGE>
METALINE  MINING  &  LEASING  COMPANY

STATEMENTS  OF  STOCKHOLDERS'  EQUITY     YEARS  ENDED  DECEMBER 31, 1998, 1997,
1996,  AND  1995


</TABLE>
<TABLE>
<CAPTION>
                                                 Accumulated
                       Number  of                Other          Retained
                       Shares       Common       Comprehensive  Earnings
                       Outstanding  Stock        Income         (Deficit)    Total
                       -----------  -----------  -------------  -----------  -----------
<S>                    <C>          <C>          <C>            <C>          <C>
BALANCE,  
DECEMBER 31, 1995       4,693,834   $  419,563   $     (5,285)  $ (408,353)  $   (5,925)

ADD  (DEDUCT):
COMPREHENSIVE INCOME:
Unrealized loss in 
marketable  securities        -             -             385          -            385
Net  loss                     -             -             -         (1,976)      (1,976)
                                                                             -----------
COMPREHENSIVE 
INCOME (LOSS)                 -             -             -            -         (1,591) 
                       -----------  -----------  -------------  -----------  -----------
BALANCE,  
DECEMBER 31, 1996       4,693,834      419,563         (4,900)    (410,329)       4,334

ADD (DEDUCT):
COMPREHENSIVE INCOME:
Unrealized loss in 
marketable securities         -            -             (873)         -           (873)
Net  loss                     -            -              -        (33,951)     (33,951) 
                                                                             -----------
COMPREHENSIVE 
INCOME  (LOSS)                                                                  (34,824) 
                                                                             -----------
Shares issued to 
directors for services:
January  6,  1997       1,120,000        5,600            -            -          5,600
August  6,  1997          144,000          720            -            -            720
December  31,  1997     1,320,000        6,600            -            -          6,600
                       -----------  -----------  -------------  -----------  -----------
BALANCE, 
DECEMBER  31,  1997     7,277,834      432,483         (5,773)    (444,280)     (17,570)

ADD  (DEDUCT):
COMPREHENSIVE INCOME:
Net  income                   -            -              -        540,403      540,403
Shares issued for cash  7,277,834      521,799            -            -        521,799
                       -----------  -----------  -------------  -----------  -----------
BALANCE, 
DECEMBER 31, 1998      14,555,668   $  954,282   $     (5,773)  $   96,123   $1,044,632
                       ===========  ===========  =============  ===========  ===========



See  accompanying  notes  to  financial  statements.


                                              6
DOCUMENT  PAGE:  15  OF  21
<PAGE>
METALINE  MINING  &  LEASING  COMPANY
STATEMENTS  OF  CASH  FLOWS


</TABLE>
<TABLE>
<CAPTION>
                                               Years Ended December 31,
                                       ------------------------------------------
                                           1998           1997           1996
                                       ------------   ------------   ------------
<S>                                    <C>            <C>            <C>
INCREASE (DECREASE) IN CASH AND 
CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net  income  (loss)                $  540,403    $   (33,951)   $     1,976)
Adjustments to reconcile net income  
(loss) to net cash provided by 
(used in) operations:
Loss from disposition of krugerrands           -              -              463
Income  from  partnership  interest            132           73           (573)
Stock  issued  for  services                   -           12,920            -
Increase  (decrease)  in:
Federal  income  tax  payable               12,500            -              -
Accounts  payable                          (21,626)        17,265            300
                                       ------------   ------------   ------------
    Net cash provided by  (used in)
     operating  activities                 531,409         (3,693)         (1,786) 
                                       ------------   ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Deposit  received                      (9,784)         9,784             -
     Purchase of Krugerrands 
        and silver rounds                  (13,718)           -               -
     Proceeds from disposition of 
        Krugerrands                            -            2,220             -
                                       ------------   ------------   ------------
    Net cash provided by investing 
        activities                         (23,502)        12,004             -
                                       ------------   ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sale of 
          common stock                     521,799            -               -
                                       ------------   ------------   ------------
NET INCREASE (DECREASE) IN CASH AND
     CASH  EQUIVALENTS                   1,029,706          8,311         (1,786)
CASH AND CASH EQUIVALENTS, 
     BEGINNING OF YEAR                      10,103          1,792          3,578
                                       ------------   ------------   ------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,039,809    $    10,103    $     1,792
                                       ============   ============   ============
SUPPLEMENTAL  DISCLOSURES OF 
CASH FLOW INFORMATION:
     Cash  paid  for:
     Income  taxes                     $   158,000    $       -       $     -
     Interest                                  -              -             -
SUPPLEMENTAL SCHEDULE OF NONCASH 
INVESTING AND FINANCING  ACTIVITIES:
     Additional common stock issued 
     for services                      $       -      $    12,920     $     -
     Increase (decrease) in 
     partnership interests                    (132)           (73)          573
</TABLE>
See  accompanying  notes  to  financial  statements.
DOCUMENT  PAGE:  16  OF  21
<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  opportu-nity.

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.

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  prorata  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.

5.     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 130
had  no  impact  on total stockholders' equity.  Prior year financial statements
have  been  reclassified  to  conform  to  the  SFAS  130  requirements.

7.     Basic  earnings  (loss)  per share is computed using the weighted average
number  of  shares outstanding during the years (8,187,000 in 1998, 5,873,000 in
1997,  and  4,694,000 in 1996).  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.
DOCUMENT  PAGE:  17  OF  21
<PAGE>
METALINE  MINING  &  LEASING  COMPANY
NOTES  TO  FINANCIAL  STATEMENTS

NOTE  2  -  INVESTMENTS:

The  Company  had  the  following  investments  at  the  balance-sheet  dates:
<TABLE>
                                                     1998           1997
                                                 -------------  ------------
<S>                                              <C>            <C>
Coins:
     Cost  and  fair  value                      $     13,718   $       -
                                                 -------------  ------------
Marketable  securities:
     Cost                                               5,773         5,773
     Gross  unrealized  holding  loss                  (5,773)       (5,773) 
                                                 -------------  ------------
        Fair  value                                       -             -

        Totals                                   $     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:
<TABLE>
                                                         December  31,
                                                 ---------------------------
                                                     1998           1997
                                                 -------------  ------------
<S>                                              <C>            <C>
Partnership interest in two units of Pondera 
  Partners,  Ltd., a drilling project located in
  Teton County, Montana (at cost less equity in  
  partnership  losses)                            $      3,911   $    4,043
Twenty-seven  mining claims in the Coeur d'Alene 
  Mining district (abandoned  in  1990)                    -            -
Ten unpatented mining claims in Valley County, 
  Idaho (abandoned  in  1990)                              -            -
                                                 -------------  ------------
         Totals                                  $       3,911  $     4,043
                                                 =============  =============
</TABLE>
                                         9
DOCUMENT  PAGE:  18  OF  21
<PAGE>
METALINE  MINING  &  LEASING  COMPANY
NOTES  TO  FINANCIAL  STATEMENTS


NOTE  4  -  COMMON  STOCK:

The  Company's  Articles  of  Incorporation  were  amended December 31, 1983, to
reclassify  shares  and reduce capital to $299,000, comprising 15,000,000 shares
of no par value common nonassessable stock.  Previously reported paid-in capital
has  been  combined  with  the balance of no-par common stock in these financial
statements.  This  reclassification  had no effect on total stockholders' equity
or  net  income  (loss).

During  1995 and 1996, 600,000 and 520,000 shares, respectively, were authorized
by  the  Board of Directors, to be issued in the future, to compensate directors
for  services  performed.  The  shares  authorized  by the Board of Directors to
compensate  Directors  for  1995 and 1996 were issued during 1997.  During 1997,
1,464,000 shares were issued to Directors for 1997 services.  The issue of stock
for services is valued using the stock quotation price on the date of issue less
50 percent  due  to  the  fact  that  it  is  restricted  stock.
51 
NOTE  5  -  FEDERAL  INCOME  TAXES:

The  provision  for  income  taxes  consisted  of  the  following:
<TABLE>
                                                         December  31,
                                                 ---------------------------
                                                     1998           1997
                                                 -------------  ------------
<S>                                              <C>            <C>

Computed  expected  tax  expense                 $    241,800   $       -

Tax benefit of net operating loss  
     carryforward (see below)                          71,300           -
                                                 -------------  ------------
                                                 $    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  6  -  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.







                                         10
DOCUMENT  PAGE:  19  OF  21
<PAGE>
3.  Exhibits  required  by  Item  601


(1)     Underwriting  Agreement.                                    (1)
(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.            (2)
(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.                               EX 23
(24)    Power  of  Attorney.                                        (1)
(27)    Financial Data Schedule                                            EX 27
(99)    Additional  Exhibits.                                       (1)

               (1)  These  items  have either been omitted or are not applicable
               (2)  Incorporated  by  reference  to  previous  filing

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

(c)     Exhibit  (23),  Consent  of  Accountants,  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





















DOCUMENT  PAGE:  20  OF  21
<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
(Registrant)

By:  /s/ Gregory B. Lipsker                         Date:  4/14/99
GREGORY  B.  LIPSKER,  President
 (Principal  Executive  Officer)


By:  /s/ Eunice R. Campbell                         Date:  4/14/99
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:  4/14/99
GREGORY  B.  LIPSKER,   
Director


/s/ William R. Green                                Date:  4/14/99
WILLIAM  R.  GREEN,    
Director

/s/ Eunice Campbell                                 Date:  4/14/99
EUNICE  CAMPBELL,      
Director


















<PAGE>