UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
_____________Minera Andes Inc.____________
(Name of Issuer)
____________Common Stock_____________
(Title of Class of Securities)
______________602910101_____________
(CUSIP Number)
___________December 31, 2003____________
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b) For IA & IAR
[X] Rule 13d-1(c) For LP if any
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out or a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 602910101 SCHEDULE 13G Page 2 of 10
1 Name of Reporting Person
Passport Master Fund, LP
IRS Identification No. of Above Person 98-0409552
2 Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
British Virgin Islands
5 Sole Voting Power 0
NUMBER OF 6 Shared Voting Power 3,904,288
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 3,904,288
9 Aggregate Amount Beneficially Owned by each Reporting Person
3,904,288
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
6.37%
12 Type of Reporting Person*
PN
CUSIP No. 602910101 SCHEDULE 13G Page 3 of 10
1 Name of Reporting Person
Passport Master Fund II, LP
IRS Identification No. of Above Person 98-0409554
2 Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
British Virgin Islands
5 Sole Voting Power 0
NUMBER OF 6 Shared Voting Power 1,385,712
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 1,385,712
9 Aggregate Amount Beneficially Owned by each Reporting Person
1,385,712
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
2.26%
12 Type of Reporting Person*
PN
CUSIP No. 602910101 SCHEDULE 13G Page 4 of 10
1 Name of Reporting Person
Passport Management, LLC
IRS Identification No. of Above Person 41-2076095
2 Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power 0
NUMBER OF 6 Shared Voting Power 5,290,000
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 5,290,000
9 Aggregate Amount Beneficially Owned by each Reporting Person
5,290,000
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
8.63%
12 Type of Reporting Person*
IA
OO
CUSIP No. 602910101 SCHEDULE 13G Page 5 of 10
1 Name of Reporting Person
Ralph K. McCluskey II
IRS Identification No. of Above Person -----------
2 Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States of America
5 Sole Voting Power 0
NUMBER OF 6 Shared Voting Power 5,290,000
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 5,290,000
9 Aggregate Amount Beneficially Owned by each Reporting Person
5,290,000
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
8.63%
12 Type of Reporting Person*
HC
IN
CUSIP No. 602910101 SCHEDULE 13G Page 6 of 10
1 Name of Reporting Person
John H. Burbank III
IRS Identification No. of Above Person -----------
2 Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States of America
5 Sole Voting Power 0
NUMBER OF 6 Shared Voting Power 5,290,000
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 5,290,000
9 Aggregate Amount Beneficially Owned by each Reporting Person
5,290,000
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
8.63%
12 Type of Reporting Person*
HC
IN
CUSIP No. 602910101 SCHEDULE 13G Page 7 of 10
Item 1(a). Name of Issuer.
Minera Andes Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
111 E. Magnesium Road, Suite A, Spokane, WA 99208
Item 2(a). Names of Persons Filing.
Passport Management, LLC
Passport Master Fund, LP
Passport Master Fund II, LP
Ralph K. McCluskey II
John H. Burbank III
(collectively, the "Filers").
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of each of the Filers is 402 Jackson
Street, San Francisco, CA 94111
Item 2(c). Citizenship.
For citizenship of each Filer, See Item 4 of pages 2 through 6,
for each Filer
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
602910101
Item 3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
CUSIP No. 602910101 SCHEDULE 13G Page 8 of 10
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E) (as to Passport Management, LLC).
(f) [ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).
(g) [X] A parent holding company or control person in accordance
with 240.13b-1(b)(1)(ii)(G) (as to Messrs. McCluskey and
Burbank).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form the definition of an
investment company under section 3(c)(14) of the Investment Company
act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of pages two
(2) - six (6) of this Schedule 13G, which Items are incorporated by
reference herein.
CUSIP No. 602910101 SCHEDULE 13G Page 9 of 10
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
(a) Each of Passport Management, LLC, Ralph
McCluskey and John Burbank beneficially own 5,290,000 shares
of the Stock representing 8.63% of the aggregate number of
shares of common stock outstanding as of November 14, 2003 as
reported by the issuer. Passport Master Fund, LP beneficially
owns 3,904,288 shares of the Stock and Passport Master Fund
II, LP beneficially owns 1,385,712 shares of the Stock,
representing approximately 6.37% and 2.26% respectively of the
aggregate number of shares of common stock outstanding as of
November 14, 2003 as reported by the issuer.
(b) Passport Management, LLC, an investment
adviser that is controlled and managed by Messrs. McCluskey
and Burbank (as co-Managers), has voting and dispositive power
over all of the Shares reported by the Filers. Neither Mr.
McCluskey nor Mr. Burbank, acting alone, has voting or
dispositive power over the Shares. Messrs. McCluskey and
Burbank, and each of them, disclaim beneficial ownership of
the all of the Shares reported herein.
(c) Passport Management, LLC is deemed to be the
beneficial owner of the number of securities reflected in Item
5-9 and 11 of page four (4) of this Schedule 13G pursuant to
separate arrangements whereby it acts as an investment adviser
to certain persons. Passport Master Fund, LP and Passport
Master Fund II, LP (collectively, the "Partnerships") are
persons for whom Passport Management, LLC acts as investment
adviser. Each of the Partnerhips has the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock purchased or held
pursuant to such arrangements.
(d) An Agreement Regarding Joint Filing is being
filed as an Exhibit.
(e) This Schedule 13G is relates to the period
ending 12/31/2003. It is filed subsequent to the required
filing date.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, the Filers and each of them certifies that, to
the best of his, her or its knowledge and belief, the securities
referred to above on pages two (2) - six (6) of this Schedule 13G
were acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
CUSIP No. 602910101 SCHEDULE 13G Page 10 of 10
Signature
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
DATED: April 19, 2004
PASSPORT MANAGEMENT, LLC
/s/Ralph K. McCluskey II
By: _________________________
Ralph K. McCluskey II
Its: Co-Manager
/s/John H. Burbank III
By: _________________________
John H. Burbank III
Its: Co-Manager
PASSPORT MASTER FUND, LP
By: Passport Holdings LLC, its General
Partner
/s/Ralph K. McCluskey II
By: _________________________
Ralph K. McCluskey II III
Its: Co-Manager
/s/John H. Burbank III
By: _________________________
John H. Burbank III
Its: Co-Manager
PASSPORT MASTER FUND II, LP
By: Passport Holdings LLC, its General
Partner
/s/Ralph K. McCluskey II
By: _________________________
Ralph K. McCluskey II III
Its: Co-Manager
/s/John H. Burbank III
By: _________________________
John H. Burbank III
Its: Co-Manager
RALPH K. MCCLUSKEY II (Individually)
/s/Ralph K. McCluskey II
__________________________
JOHN H. BURBANK III (Individually)
/s/John H. Burbank III
__________________________
EXHIBIT 1
AGREEMENT REGARDING JOINT FILING
The undersigned, Passport Management, LLC, a Delaware limited
liability company, Passport Master Fund, LP, a British Virgin Islands
international limited partnership, Passport Master Fund II, LP, a
British Virgin Islands international limited partnership, Ralph K.
McCluskey II, an individual whose address is 402 Jackson Street, San
Francisco, California 94111 and John H. Burbank III, an individual
whose address is 402 Jackson Street, San Francisco, California
94111, hereby acknowledge and agree that the information required by
the Schedule 13G, to which this agreement is attached as an exhibit,
is filed on behalf of each of them. The undersigned further agree
that any amendments and supplements thereto shall also be filed on
behalf of each of them.
DATED: April 19, 2004
PASSPORT MANAGEMENT, LLC
/s/Ralph K. McCluskey II
By: _________________________
Ralph K. McCluskey II
Its: Co-Manager
/s/John H. Burbank III
By: _________________________
John H. Burbank III
Its: Co-Manager
PASSPORT MASTER FUND, LP
By: Passport Holdings LLC, its General
Partner
/s/Ralph K. McCluskey II
By: _________________________
Ralph K. McCluskey II III
Its: Co-Manager
/s/John H. Burbank III
By: _________________________
John H. Burbank III
Its: Co-Manager
PASSPORT MASTER FUND II, LP
By: Passport Holdings LLC, its General
Partner
/s/Ralph K. McCluskey II
By: _________________________
Ralph K. McCluskey II III
Its: Co-Manager
/s/John H. Burbank III
By: _________________________
John H. Burbank III
Its: Co-Manager
RALPH K. MCCLUSKEY II (Individually)
/s/Ralph K. McCluskey II
__________________________
JOHN H. BURBANK III (Individually)
/s/John H. Burbank III
__________________________