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 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. Issuer Name and Ticker or Trading Symbol ATLAS MINING CO [ALMI] 5. 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 (Last) (First) (Middle) 110 GREENE ST., SUITE 1101 3. Date of Earliest Transaction (Month/Day/Year) 05/04/2009 (Street) NEW YORK, NY 10012 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

10% PIK-Election Convertible Note

$ 0.5

05/04/2009

P

30,000 (1) (2) (3)

(2)

12/15/2018

Common Stock

30,000 (2) (3)

$ 15,000 (1)

244,285 (1) (2) (3)

I

Material Advisors LLC (1)

Reporting Owners

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

Signatures

/s/ Andre Zeitoun		05/05/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to a series of note issuances, on May 4, 2009 Atlas Mining Company (the "Company") issued to Material Advisors LLC ("Material Advisors") a 10% PIK-Election Convertible Note ("Note") in the principal amount of $15,000. Reporting person is the manager and an owner of membership interests in Material Advisors. This filing will not be deemed an admission that reporting person is a beneficial owner of the Note or the Common Stock into which the Note is convertible and because voting and investment decisions of Material Advisors require and are made by three or more individuals the ownership of the Note and all of the Common Stock into which the Note is convertible is expressly disclaimed.
(2)	Note Maturity date is December 15, 2018. At Noteholder's option, amounts outstanding under Note may be converted into Common Stock at conversion price of $.50 per share ("Conversion Price")at any time after Company has authorized sufficient shares to convert amounts outstanding under all notes of the series into Common Stock. Amounts outstanding under Note are mandatorily convertible into Company Common Stock when: (i) Company has authorized a sufficient number of shares to convert amounts outstanding under all notes of the series into Common Stock; (ii)average closing bid or market price of Common Stock for preceding five trading days exceeds Conversion Price; and (iii) either (a) Company has filed a registration statement for resale of the number of shares of Common Stock into which outstanding amount under Note is convertible, or (b) the shares are resalable under Rule 144.
(3)	Principal amount of $15,000 now outstanding under Note would convert into 30,000 shares of Common Stock. Reporting person owns a note in same series in principal amount of $50,000, convertible into 142,857 shares of Common Stock as reported on Form 3 filed by reporting person on January 9, 2009. Material Advisors owns a note in the same series in principal amount of $25,000, convertible into 71,428 shares of Common Stock as reported on Form 4 filed by reporting person on April 27, 2009.

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