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Metalline Mining
Company

1330 East Margaret
Avenue

Coeur d’Alene, ID  83815

July 8, 2005

VIA
EDGAR AND OVERNIGHT COURIER

H. Roger Schwall

Assistant Director

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549-0405

  Re:

  Metalline Mining Company

  Form 10-KSB, filed January 31, 2005 (“Form 10-KSB”)

  File No. 0-27667

Dear
Mr. Schwall:

As
discussed with Kimberly Calder of your office, Metalline Mining Company (the “Company”)
is transmitting herewith as correspondence to our proposed Amendment No. 1 (the
“10-KSB Amendment”) to the Form 10-KSB referenced above.  In this letter we respond to the comments of
the Commission staff contained in your letter dated June 20, 2005.  Numbered paragraphs below correspond to the
numbered comments in that letter; your comments are reproduced in bold.  With the hand-delivered courtesy copies of
this letter, we have also enclosed a copy of the 10-KSB Amendment in paper
format marked to show changes to the financial statements and notes thereto from
those in the original Form 10-KSB.  We
intend to file the 10-KSB Amendment upon resolution of all comments.

Financial Statements

1.             Remove all references in your financial statements to mineral property or similar descriptions.
Instead, refer to specifically what you hold. For example, state that you hold
an option to acquire an interest or claim or other interest relating to an
unproven property, or otherwise precisely refer to what it is that you hold.
Ensure that each significant item is disaggregated as a separate line item on
the face of your balance sheets.

We
have removed all references in our financial statements to mineral
property or similar descriptions, and have instead referred to
specifically what we hold.  We have also
ensured that each significant item is disaggregated as a separate line item on
the face of our balance sheets.

2.             It is our position that a
final feasibility study showing proven and probable reserves is required before
costs of acquisition and exploration can be treated as assets. As such, it is
unclear how you have capitalized costs of acquiring mineral properties. Explain
to us or revise to expense these costs when incurred.

We respectfully submit
that it is our position that we have accurately characterized the Company’s
concessions as assets of the Company, on the basis that in Mexico a concession
is a real property interest that includes the right to mine and exploit the
mineral rights, and is considered a marketable asset that is routinely bought and
sold for value in the Mexican market.  The
Company’s concessions were all acquired by purchase from the previous owners of
the concessions and some of the Company’s concessions include surface rights in
addition to the mineral rights of the real property.  These assets have been recorded in the
Company’s financial statements at the price for which they were purchased as the
measure of their value on the market.

Certifications

3.             Your certifications are not properly worded. Please provide the
certifications, as detailed in our release Management’s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure in Exchange
Act Periodic Reports, which can be accessed at
http://www.sec.gov/rules/final/33-8238.htm.
This release was effective August 13, 2003. Additionally, such
certifications should be filed as Exhibit 31 to your document. Please note that
the certifications regarding internal controls need not be provided until the
first annual report required to contain management’s report on internal control
over financial reporting.

We
have provided revised certifications that contain the proper wording as
exhibits to the 10-KSB Amendment.

ENGINEERING COMMENTS

General

4.             In future filings provide the disclosures required by Industry Guide
7(b). In particular, provide:

•      The
location, means of access to the property, and major transportation routes from
the property.

•      Any
conditions that must be met in order to obtain or retain title to the property.

•      A
brief description of the rock formations and mineralization of existing or
potential economic significance on the property.

•      A
description of any work completed on the property and the present condition.

•      The
details as to modernization and physical condition of the plant and equipment,
including subsurface improvements and equipment.

•      Provide
a description of equipment and other infrastructure facilities.

•      The
current state of exploration of the property.

•      The
total cost the property has incurred to date and planned future costs.

•      The
source of power and water that can be utilized at the property.

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•      If
applicable, provide a clear statement that the property is without known
reserves and the proposed program is exploratory in nature.

We
respectfully submit that in future filings we will provide the disclosures
required by Industry Guide 7(b).

5.             In future filings insert a small-scale map showing the location and
access to the property. Note that SEC’s EDGAR program now accepts digital maps,
so please include these in any future amendments that are uploaded to EDGAR. It
is relatively easy to include automatic links at the appropriate locations
within the document to GIF or JPEG files, which will allow the figures and/or
diagrams to appear in the right location when the document is viewed on the
Internet. For more information, please consult the EDGAR manual, and if you
need additional assistance, please call Filer Support at 202-942-8900.
Otherwise, provide the map to the staff for our review.

We
respectfully submit that in future filings we will insert a small-scale map
showing the location and access to the Company’s property.

6.             In
future filings add a risk factor that addresses the fact that the probability
of an individual prospect ever having “reserves” that meet the requirements of
Industry Guide 7 is extremely remote, in all probability the properties do not
contain any reserves, and any funds spent on exploration will probably be lost.

We
respectfully submit that in future filings we will add a risk factor that addresses
the fact that the probability of an individual prospect ever having “reserves”
that meet the requirements of Industry Guide 7 is extremely remote, in all
probability the properties do not contain any reserves, and any funds spent on
exploration will probably be lost.

7.             Expand the disclosure concerning the exploration plans for the
properties, in future filings:

•      Disclose
a brief geological justification for all exploration projects written in
non-technical language.

•      Give
a breakdown of the exploration timetable and budget, including estimated
amounts that will be required for each exploration activity, such as
geophysics, geochemistry, surface sampling, drilling, etc. for each prospect.

•      If
there is a phased program planned, briefly outline all phases.

•      Alternatively,
disclose there are no current detailed plans to conduct exploration on the
property.

•      Disclose
how the exploration program will be funded.

•      Identify
who will be conducting any proposed exploration work, and discuss what their
qualifications are.

We
respectfully submit that in future filings we will expand the disclosure
concerning the exploration plans for the properties, including those items set
forth in your letter.

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8.             “Ores”  or “ore body”
- Under SEC Industry Guide 7, the terms “ores” or “ore body” are treated the
same as the term “reserve.” Since all deposits are not necessarily reserves,
remove the term “ores” from this definition in future filings.

We
respectfully submit that in future filings we will refrain from using the term “ores”
when discussing potential mineral deposits.

9.             The filing refers to a press release dated September 13, 2004
disclosing a tonnage and grade for the Iron Oxide (Red Zinc) Manto. Only those
measures of reserves set forth in Industry Guide 7 are permitted in filings
with the SEC. In future filings define whether these quantities and the quality
of data designate proven, probable or mineralized material as allowed by
Industry Guide. 7. Please note that it is the staff’s position that mineral “reserves”
for a mineral property cannot be designated unless:

•      Competent
professional engineers conduct a detailed engineering and economic feasibility
study, and the study demonstrates that a mineral deposit can be mined
profitably at a commercial rate.

•      The
company has demonstrated that the mineral property will receive its
governmental permits, and the primary environmental document has been filed
with the appropriate governmental authorities.

Revise
the disclosure accordingly. In addition, revise the disclosure throughout this
document to ensure the company does not prematurely indicate mining operations
on a property before a proper feasibility study and economic viability
determination has been conducted. Industry Guide 7 can be reviewed on the
Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

We respectfully
submit that in future filings we will revise our disclosure to define whether
the quantities and the quality of data for the Iron Oxide (Red Zinc) Manto
designate proven, probable or mineralized material as allowed by Industry Guide
7 and to ensure that the Company has not prematurely indicated mining
operations on any of the Company’s properties before a proper feasibility study
and economic viability determination has been conducted.

10.          Mineral resources must
have “reasonable prospects for economic extraction.” This means that any
reportable “resource” estimates must have been delimited using an economically
based “cutoff” to segregate “resources” from just “mineralization.” In future
filings provide the unit cutoffs used to delimit the tonnage estimates. Also,
provide an analysis that substantiates that the cutoffs used were based on
reasonable economic assumptions. Or if the resource estimates are not based on
economic cutoffs, remove the estimates.

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We
respectfully submit that in future filings either we will provide the unit
cutoffs used to delimit tonnage estimates and will provide an analysis that
substantiates that the cutoffs used were based on reasonable economic
assumptions or we will remove the resource estimates.

Closing Comments

The
Company hereby acknowledges that:

1)             the
Company is responsible for the adequacy and accuracy of the disclosure in its
filing with the Commission;

2)             Commission
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

3)             the
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Please
feel free to contact me at (208) 665-2002 should you have any questions or additional
comments.

  Sincerely,

  /s/ Merlin Bingham

  Merlin Bingham

MB/

cc:     Andrew J.
Schultheis, Esq. Witherspoon, Kelley, Davenport & Toole, P.S.

Richard A. Repp, Esq., Witherspoon, Kelley, Davenport & Toole, P.S.

Kevin Williams, Williams & Webster, P.S.

Chris Cardwell, Williams & Webster, P.S.

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