Sec Form 4 Filing - Brown Terry @ METALLINE MINING CO - 2010-08-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person Brown Terry 2. Issuer Name and Ticker or Trading Symbol METALLINE MINING CO [ MMG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) PO BOX 1684 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2010 (Street) SANTA TERESA, NM88008 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 52,500 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options ( 1 ) $ 2.59 05/01/2006 05/01/2016 Common Stock 250,000 250,000 D Stock Option $ 2 10/01/2005 10/01/2012 Common Stock 10,000 10,000 D Stock Options ( 2 ) $ 2.18 01/18/2008 01/18/2018 Common Stock 50,000 50,000 D Stock Options ( 3 ) $ 0.34 02/11/2009 02/11/2019 Common Stock 32,813 32,813 D Stock Options ( 4 ) $ 0.72 08/23/2010 A 200,000 08/23/2010 08/23/2015 Common Stock 200,000 $ 0 200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brown Terry PO BOX 1684 SANTA TERESA, NM88008 Vice President Signatures /s/ Terry Brown 08/24/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options granted pursuant to the Company's 2006 Stock Option Plan on May 1, 2006; such options are vested in full. ( 2 )Options granted pursuant to the Company's 2006 Stock Option Plan on January 18, 2008, the options vested in full as of January 1, 2010. ( 3 )Options granted pursuant to the Company's 2006 Stock Option Plan. The options vested immediately upon grant. ( 4 )Options granted pursuant to the Company's 2010 Stock Option Plan. This option vests as follows: 1/3 vested immediately upon grant, 1/3 vest on August 23, 2011, and the final 1/3 vest on August 23, 2012. This transaction is exempt from 16(b) pursuant to Rule 16b-3(d).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

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