UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405


		May 3, 2005
via facsimile and U.S. mail

Glen M. Dobbs, President and Chairman
Mines Management, Inc.
950 W. Riverside, Suite 311
Spokane, WA 99201

RE:		Mines Management, Inc.
		Preliminary Schedule 14A
		Filed February 18, 2005
		File No. 3235-0059

		Form 10-KSB
		Filed March 28, 2005 and amended on May 2, 2005
		File No. 1-32074

Dear Mr. Dobbs:

      We have limited our review of the above filings to the areas
commented on.  If you disagree, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.






Form 10-KSB for the year ended December 31, 2004

General

1. It appears that you may no longer be eligible to file future
periodic reports on Form 10-QSB or Form 10-KSB under Regulation S-
B,
Item 10, as the aggregate value of your public float has exceeded
$25
million for the past two consecutive fiscal years.  Please comply
with
the requirements of Regulations S-K and S-X, the instructions to
Form
10-Q in your next quarterly report, and the instructions to Form
10-K
in your next annual report.

Financial statements, page 17

2. Our preliminary reading of your financial statements raises
questions as to whether the financial statements were prepared in
accordance with US GAAP, as indicated in the audit report, on page
17,
which was issued by your independent registered public accounting
firm, LeMaster & Daniels PLLC.  Without limitation, address each
of
the following:

a. Please explain why you have not reported in your financial
statements and related footnotes all disclosure required by FAS 7.
Refer to paragraph 8 of SFAS 7.

b. Please explain why you have not reported in your financial
statement footnotes how you account for your oil and gas
operations.

c. Please explain why you have not reported as supplemental
disclosure
to your financial statements all disclosure required by FAS 69.

d. Please explain why you have capitalized exploration and
development
costs prior to the determination of proven and probable reserves
as
defined by Industry Guide 7.

e. Please clarify how you evaluate and measure your long-lived
assets
for impairment.  We note your disclosure in footnote 1(b) which
does
not appear to comply with SFAS 144.

f. Clarify your disclosure that "Cash and cash equivalents include
....
investments in certificates of deposit with maturities less than
90
days."  Explain how this accounting policy complies with paragraph
8
of SFAS 95, which indicates that cash equivalents have an original
maturity of three months or less.

g. Clarify your accounting policy disclosure to address the
treatment
of stock options issued in exchange for services such as those
disclosed in Note 9.  These disclosures should include the method
used, the model used to value the options, the weighted average
assumptions used in the model, the weighted average value assigned
to
the options and how the related expense will be recognized as
described in FAS 123 paragraphs 46-48.

h. Clarify your employee stock option plan disclosures to provide
the
weighted average grant date fair value as required by FAS 123
paragraph 47(b) and the disclosures required by paragraph 48.  You
may
find the illustrative disclosures of paragraph 362 helpful in this
regard.

i. Please provide a description of the method of reporting the
change
in accounting principle for the adoption of FAS 123 as required by
paragraph 45(b) and FAS 148.

j. Please explain the nature of the line item "Stock option
expense"
in your consolidated statement of income.  It appears that you may
need to reclassify this amount as an expense according to the
nature
of this item.

Consolidated Statements of Stockholders` Equity, page 21

3. We note your disclosure of sales of unregistered securities in
2004
under item 5, page 12.  The 1,100,000 shares issued in February
2004
for net proceeds of $5,065,000, and 185,000 shares issued in March
2004 at $5.00 per share does not appear to reconcile to the
1,736,139
shares issued for $6,448,010 as reported in the statement of
changes
in stockholders` equity.  Please provide to us a schedule
reconciling
and explaining the differences between the shares issued and
proceeds
received under item 5 and the shares issued and proceeds received
in
the statement of changes in stockholders` equity.  We may have
further
comment.

4. The 1,736,139 shares issued for $6,448,010 as reported in the
statement of changes in stockholders` equity does not appear to
agree
to the 1,285,000 shares issued for $6,425,000 disclosed in Note 2
- -
Stockholders` equity.  Please provide to us a schedule reconciling
and
explaining the differences between the shares issued and proceeds
reported in the statement of changes in stockholders` equity and
the
share amounts and proceeds reported in Note 2.  We may have
further
comment.

5. We note the 168,685 options exercised as reported in the
statement
of changes in stockholders` equity does not appear to agree to the
200,000 options exercised in Note 6 - Stock Options.  Please
provide
to us a schedule reconciling and explaining the differences
between
the 168,685 options exercised as reported in the statement of
changes
in stockholders` equity and the 200,000 options exercised as
reported
in Note 6.  In addition, tell us why the exercise of these 168,685
options did not result in any cash proceeds to the company, and
why
the exercise of the 200,000 options at a weighted average price of
$1.27 per share disclosed in note 6 does not appear in the
statement
of changes in stockholders` equity.  We may have further comment.



Note 2 - Stockholders` Equity, page 24

6. The warrants issued in 2004 discussed under item 5, page 12 do
not
appear to reconcile to the 511,000 warrants disclosed in Note 2 of
the
financial statements.  Please provide to us a schedule reconciling
and
explaining the differences between the 486,250 warrants disclosed
in
item 5 and the 511,000 warrants issued as discussed in Note 2.  We
may
have further comment.

Item 8-A, page 30

7. Item 307 of Regulation S-B requires the effectiveness of the
small
business issuer`s disclosure controls and procedures to be
evaluated
as of the end of the period covered by the report.  Ensure that
your
evaluation of the effectiveness of disclosure controls and
procedures
was conducted as of the end of the period covered by the report
and
revise this section to reflect such date of the evaluation.

8. This section indicates that "[t]here were no significant
changes in
the Registrant`s internal controls or, to the knowledge of the
management of the Registrant, in other factors that could
significantly affect these controls subsequent to the evaluation
date."  Revise to comply with Item 308(c) of Regulation S-B.
Specifically, disclose whether there have been "any changes," as
opposed to "significant changes."  Consult the last paragraph of
section II.J. found in Release No. 33-8238 for additional
guidance.
Further, revise this section to address change(s) that "materially
affect, or is reasonably likely to materially affect," rather than
"significantly affect" the Company`s internal control over
financial
reporting.

9. We note your disclosure that the company`s "President and
Principal
Accounting Officer concluded that the Registrant`s disclosure
controls
and procedures are effective in ensuring that material information
required to be disclosed is included in the reports that it files
with
the Securities and Exchange commission."  Revise to clarify, if
true,
that those officers concluded that the company`s disclosure
controls
and procedures are designed, and are effective, to give reasonable
assurances that the information required to be disclosed in the
reports that you file or submit under the Exchange Act is
recorded,
processed, summarized and reported, within the time periods
specified
in the Commission`s rules and forms, and that such information is
also
accumulated and communicated to the company`s management,
including
its President and Principal Accounting Officer.  See Exchange Act
Rule
13a-15(e).

Engineering Comments

General

10. When describing a property, provide the disclosures required
by
Industry Guide 7 (b).  In particular, provide:

a. The location, means of access to the property, and
transportation
from the property.

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

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

d. A description of any work completed on the property and its`
present condition.

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

f. Provide a description of equipment and other infrastructure
facilities.

g. The current state of exploration of the property.

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

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

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

Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.  The
internet address for Industry Guide 7 is
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

11. 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 maps 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 addition assistance is
required, please call Filer Support at 202-942-8900.  Otherwise,
provide the map to the staff for review.

12. There are only three stages recognized under Industry Guide 7.
As
the company does not have a "reserve," it must be in the
"exploration
stage," as defined by Industry Guide 7(a) (1) and (a) (4) (i)
respectively.  Exploration stage companies are those issuers
engaged
in the search and evaluation of mineral deposits, which are not
engaged in the development of reserves or engaged in production.
The
words "development" and "production" have very specific meanings
under
Industry Guide 7(a) (4), (see www.sec.gov /divisions
/corpfin/forms
/industry.htm #secguide7).  These terms reference the "development
stage" when companies are engaged in preparing reserves for
production, and "production stage" when companies are engaged in
commercial-scale, profit-oriented extraction of minerals.  If the
company does not disclose any "reserves," as defined by Guide 7,
please remove the terms "develop," "development" or "production"
throughout the document, and replace this terminology, as needed,
with
the terms "explore" or "exploration."  This includes the using of
the
terms in the Financial Statement head notes and footnotes see
Instruction 1 to paragraph (a), Industry Guide 7.

Description of Business, page 2

13. Canadian incorporated companies may disclose mineral reserve
and
mineral resource estimates that are not consistent with those
defined
in Industry Guide 7; however, the staff asks that you disclose
reserve
estimates consistent with Industry Guide 7and reconcile the two
reserve estimates.  Additionally, Canadian and Industry Guide 7
definitions for mineral reserves are substantially different.
Generally, the staff believes that reserves should be based on the
following:

a. A "final" or "bankable" feasibility study is required to meet
the
requirements to designate reserves under Industry Guide 7.

b. A historic three year average price is to be used in any
reserve or
cash flow analysis to designate reserves.

c. To meet the "legal" part of the reserve definition, the primary
environmental analysis or document should have been submitted to
governmental authorities.

d. Resources are not recognized by Industry Guide 7 for U.S.
filers.
Revise your definitions accordingly.

14. 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" grade to
segregate "resources" from just "mineralization."  Disclose the
cutoff
grades used to delimit the tonnage estimates.  Also, disclose the
analysis and relevant factors that substantiate the cutoff grade
used
were based on reasonable economic assumptions.  Or if the resource
estimates are not based on economic cutoffs, remove the estimates.

15. In the description of each exploration property, as required
by
Industry Guide 7, provide a clear statement that the property is
without known reserves and the proposed programs are exploratory
in
nature.

      Risk Factors, page 3

16. In this section, the filing tends to focus on aspects that
relate
to projects in the "mining stage", as defined by Industry Guide 7.
Rather than including discussions related to mining operations
that
will not apply to the company unless and until it has an operating
mine, include in one new risk factor a concise discussion that
makes
clear that the company has no ongoing mining operations of any
kind.
Then briefly discuss risks that would apply if the company ever
commenced actual mining operations.  However, if the business
approach
does not include entry into the mine management business, please
delete any risk factor or other disclosure that could suggest
otherwise.

Description of Properties, page 6

17. Disclose:

a. The nature of the company`s ownership or interest in the
property.

b. Any and all other underlying agreements or interests in the
property.

c. Indicate whether the mining claims are State or Federal claims.

d. Provide names, claim, or grant number, date of recording and
expiration date, so the claims can be distinguished from other
claims
in the area.

e. Disclose the conditions that must be met to keep these claims.

f. Disclose the area of the claims, either in hectares or acres.

g. Disclose the impact of a wilderness designation on mineral
claims.

Revise to fully discuss the material terms of the land or mineral
rights securing agreements.  Refer to paragraph (b) (2) of
Industry
Guide 7.

18. The filing refers to mines and other mineral properties that
exist
in the area of the company`s property.  This may allow investors
to
infer that the property may have commercial mineralization,
because of
its proximity to these mines and properties.  Remove information
about
mines, prospects, or companies operating in or near to the
property.
Focus the disclosure on the company`s property.

19. To the extent that the company web site contains disclosure
about
adjacent or other properties on which the company has no right to
explore or mine, include the following language along with the
following cautionary note, including the bolding and indenting:

This web site also contains information about adjacent properties
on
which we have no right to explore or mine.  We advise U.S.
investors
that the SEC`s mining guidelines strictly prohibit information of
this
type in documents filed with the SEC.  U.S. investors are
cautioned
that mineral deposits on adjacent properties are not indicative of
mineral deposits on our properties.

20. The company website refers to or uses the terms "reserves,"
"resources," "geologic resources," "proven," "probable,"
"measured,"
"indicated," and "inferred."  Only those measures of reserves as
set
forth in Industry Guide 7 and Section 4-10(a) of Regulations S-X
are
permitted in filings with the SEC.  If the company continues to
make
references on the web site to reserve measures other than that
recognized by or allowed in this instance by the SEC, accompany
such
disclosure with the following cautionary language:

Cautionary Note to U.S. Investors -- The United States Securities
and
Exchange Commission permits mining companies, in their filings
with
the SEC, to disclose only those mineral deposits that a company
can
economically and legally extract or produce.  We use certain terms
on
this web site, such as "reserves," "resources," "geologic
resources,"
"proven," "probable," "measured," "indicated," and "inferred,"
that
the SEC guidelines strictly prohibit us from including in our
filing
with the SEC.  U.S. investors are urged to consider closely the
disclosure in our Form      , File No.     .  You can review and
obtain copies of these filings from the SEC`s website at
http://www.sec.gov/edgar.shtml.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* 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

* 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.

   In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.
   You may contact Gary Newberry at (202) 824-5567, or Jill Davis,
Accounting Branch Chief, at (202) 942-1996, if you have questions
regarding comments on the financial statements and related
matters.
If you have questions regarding the engineering comments, you may
contact George Schuler, at (202) 824-5527.  Direct questions
relating
to disclosure issues to Carmen Moncada-Terry, at (202) 824-1908
or, in
her absence, to the undersigned, at (202) 942-1870.  Direct any
correspondence to us at the following ZIP Code: 20549-0405.

      Sincerely,



									H. Roger Schwall
									Assistant Director

cc:	G. Newberry
	J. Davis
	K. Schuler
      C. Moncada-Terry

















Mines Management, Inc
May 3, 2005
page 9