Filed by Filing Services Canada Inc.  403-717-3898





UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 20-F/A


AMENDMENT No.1



(  ) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES

     EXCHANGE ACT OF 1934

OR


(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

      1934

       For the fiscal year ended December 31, 2003

OR


(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

      OF 1934

      For the transition period from                                          to                                         


Commission file number 0-28528


ALMADEN MINERALS LTD.

(Exact name of Registrant as specified in its charter)


British Columbia, Canada

(Jurisdiction of incorporation or organization)


750 West Pender Street, #1103, Vancouver, British Columbia  V6C 2T8

(Address of principal executive offices)


Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Name of each exchange on which registered


                

        None                                                                                    N/A


Securities registered or to be registered pursuant to Section 12(g) of the Act.


Common Stock without par value

(Title of Class)


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.



None


Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

27,627,079


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


( X )   Yes    (    )   No


Indicate by check mark which financial statement item the registrant has elected to follow.


( X )   Item 17   (    )   Item 18






 












INTRODUCTION


The Company is filing an Amendment to its 20-F Annual Report for the fiscal year ended December 31, 2003 filed on May 13, 2004 for the purpose of correcting a typographical error in its Section 302 Certification filed by its Chief Financial Officer. The corrected Certification is filed as an Exhibit to this Amendment.  There are no other changes to the original 20-F Annual Report, and the reader is advised to consult the original filing.






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SIGNATURE



The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.





Almaden Minerals Ltd.

Registrant





Dated:  July 5, 2004

By     /s/Duane Poliquin

                                         Duane Poliquin, President






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Certification of CFO Pursuant to Securities Exchange Act
Rules 13a-14 and 15d-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Dione Bitzer, certify that:

 

1.

I have reviewed this annual report on Form 20-F of Almaden Minerals Ltd.;


2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4.             The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

 

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)           Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(c)           Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

 

5.             The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

 

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

 

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

 

Dated: May 11, 2004

Signed:  /s/Dione Bitzer
 

Dione Bitzer
 

Chief Financial Officer