Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Zeitoun Andre
 2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2009		 3. Issuer Name and Ticker or Trading Symbol
ATLAS MINING CO [ALMI]
(Last)
(First)
(Middle)
110 GREENE STREET, SUITE 1101		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
 5. If Amendment, Date Original Filed(Month/Day/Year)
01/09/2009
(Street)

NEW YORK, NY 10012		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 35,500 (1)
I
Held in IRA of Spouse Jodi Zeitoun

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option Right to Purchase   (2) 01/01/2019 Common Stock 6,583,277 (2) $ 0.7 I Material Advisors LLC (3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zeitoun Andre
110 GREENE STREET, SUITE 1101
NEW YORK, NY 10012		   X     President and CEO  

Signatures

/s/ Andre Zeitoun 04/24/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 500 shares were omitted from the reporting person's original Form 3 due to a clerical error by Atlas's Corporate counsel. The correct number of shares owned by reporting person's spouse's IRA is 35,500 shares as reported above.
(2) The original Form 3 reported an excessive number of shares subject to the option due to an error in calculation of Company's outstanding shares which was identified and corrected by reporting person following his appointment as an officer of the Company. The correct number of shares subject to the option is 6,583,277 as reported above. The Stock Option vests in 36 installments, the first two on February 23, 2009 and the remaining 34 on a monthly basis thereafter. Except for the amendments in this amended Form 3 the original Form 3 of reporting person remains in effect.
(3) The Stock Option is owned by Material Advisors LLC in which reporting person is a manager and member. This and the orignal filing will not be deemed an admission that reporting person is a beneficial owner of the Stock Option or the Common Stock into which the option is convertible and because voting and investment decisions of Material Advisors require and are made by three or more individuals the ownership of the Stock Option and all of the Common Stock into which the Stock Option is convertible is expressly disclaimed.

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