Amended Statement of Beneficial Ownership (3/a)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Matlack William Fuller

2. Date of Event Requiring Statement (MM/DD/YYYY) 10/23/2019

3. Issuer Name and Ticker or Trading Symbol

Timberline Resources Corp [TLRS]

(Last) (First) (Middle)

C/O TIMBERLINE RESOURCES CORP., 101 EAST LAKESIDE AVENUE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

COEUR D'ALENE, ID 83814

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)
1/10/2020

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	13021679	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Warrants	9/9/2018 ⁽¹⁾	4/30/2021	Common shares	2025000	$0.14	D
Series E Warrants	3/9/2019 ⁽¹⁾	10/29/2021	Common shares	3678979	$0.14	D
Series I Warrants	11/9/2019 ⁽¹⁾	11/7/2020	Common shares	3543600	$0.07	D
Series J Warrants	2/24/2020 ⁽¹⁾	10/15/2024	Common shares	3562500	$0.12	D
Series K Warrants	4/8/2020 ⁽¹⁾	1/20/2023	Common shares	4000000	$0.08	D
Stock options	10/29/2019	10/29/2024	Common shares	404348	$0.08	D

Explanation of Responses:

(1)

Warrants may not be exercised, except within 61 days of expiration, if such exercise would cause holder to beneficially own or exercise control or direction over 9.99% or greater of the issued and outstanding voting shares of the issuer. Warrants may not be exercised if such exercise would cause holder to beneficially own or exercise control or direction over 19.99% or greater of the issued and outstanding voting shares of the issuer.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Matlack William Fuller C/O TIMBERLINE RESOURCES CORP. 101 EAST LAKESIDE AVENUE COEUR D'ALENE, ID 83814	X	X