SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Zeitoun Andre (Last) (First) (Middle) 110 GREENE STREET, SUITE 1101 (Street) NEW YORK NY 10012 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2009	3. Issuer Name and Ticker or Trading Symbol ATLAS MINING CO [ ALMI ]
		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 of Original Filed (Month/Day/Year) 01/09/2009
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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

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: 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)

Explanation of Responses:

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.

Remarks:

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