SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                 Date of Report
                                October 20, 2004


                                MINERA ANDES INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                 ALBERTA, CANADA
                  --------------------------------------------
                 (State or other jurisdiction of incorporation)



              000-22731                                   None
         -------------------                        ---------------
        (Commission File No.)                      (IRS Employer ID)


                         111 East Magnesium Rd., Ste. A
                            Spokane, Washington 99208
               ---------------------------------------------------
              (Address of principal executive offices and Zip Code)


                                 (509) 921-7322
               --------------------------------------------------
              (Registrant's telephone number, including area code)

<PAGE>


ITEM 8.01 OTHER EVENTS


On October 20, 2004, the Corporation advised that the advanced-stage San Jose
silver/gold project in southern Argentina can proceed directly to a large-scale
milling operation under an agreement reached with the project's operating
partner should the feasibility study underway reach a positive production
decision outcome.

On October 20, 2004, an amendment was made to the joint venture agreement
eliminating a requirement for initial preliminary production from a 50
ton-per-day (tpd) pilot plant to process mined ore if the Huevos Verdes vein
proceeds to production. The amendment allows the parties to eliminate the costly
pilot plant and proceed directly to full production based on a positive bankable
feasibility study. The Huevos Verdes vein, part of the 98,800-acre San Jose
silver/gold project, is held in the joint venture's Argentine company, Minera
Santa Cruz ("MSC"). MSC, the operator of the joint venture, is co-owned 49
percent by the Corporation and 51 percent by Mauricio Hochschild & Cia. Ltda.
("MHC") of Lima, Peru.

As exploration and construction has advanced at Huevos Verdes, it has become
apparent that a costly pilot plant can be eliminated by using a smaller,
off-site bench-scale pilot plant at a metallurgical laboratory. Eliminating the
50 tpd pilot plant will save considerable time and money should a positive
feasibility study be produced early next year. Underground construction and
exploration has revealed higher grade silver/gold mineralization than was
discovered in surface drilling, as well as previously unknown parallel veins and
mineralized offshoots from the main Huevos Verdes vein. The new discoveries hold
potential for increased production tonnage.

A bankable feasibility study is now underway by MSC to determine an initial
optimum mill capacity for Huevos Verdes. The study is being managed by MTB
Project Management Professionals, Inc., of Denver. The purpose of the
feasibility study, due for completion in early 2005, is to provide an
independent third party determination of the technical and economic viability of
Huevos Verdes.

The property payment structure from MHC to the Corporation has also been changed
in the amendment where original payments totaled US$400,000 a year until a
50-ton per day pilot was built. In lieu of building the pilot plant, the
Corporation will receive reduced payments from MHC of US$200,000 annually that
will continue until a positive feasibility study is received and the MSC board
of directors approves a project financing plan.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits
--------
99.1              News Release


<PAGE>


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

DATED: December 17, 2004

                                            MINERA ANDES INC.


                                            By: /s/ Allen V. Ambrose
                                                -------------------------------
                                                    Allen V. Ambrose, President
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                 Date of Report
                                October 20, 2004

                                MINERA ANDES INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                 ALBERTA, CANADA
                  --------------------------------------------
                 (State or other jurisdiction of incorporation)

              000-22731                                   None
         -------------------                        ---------------
        (Commission File No.)                      (IRS Employer ID)

                         111 East Magnesium Rd., Ste. A
                            Spokane, Washington 99208
               ---------------------------------------------------
              (Address of principal executive offices and Zip Code)

                                 (509) 921-7322
               --------------------------------------------------
              (Registrant's telephone number, including area code)
ITEM 8.01 OTHER EVENTS

On October 20, 2004, the Corporation advised that the advanced-stage San Jose
silver/gold project in southern Argentina can proceed directly to a large-scale
milling operation under an agreement reached with the project's operating
partner should the feasibility study underway reach a positive production
decision outcome.

On October 20, 2004, an amendment was made to the joint venture agreement
eliminating a requirement for initial preliminary production from a 50
ton-per-day (tpd) pilot plant to process mined ore if the Huevos Verdes vein
proceeds to production. The amendment allows the parties to eliminate the costly
pilot plant and proceed directly to full production based on a positive bankable
feasibility study. The Huevos Verdes vein, part of the 98,800-acre San Jose
silver/gold project, is held in the joint venture's Argentine company, Minera
Santa Cruz ("MSC"). MSC, the operator of the joint venture, is co-owned 49
percent by the Corporation and 51 percent by Mauricio Hochschild & Cia. Ltda.
("MHC") of Lima, Peru.

As exploration and construction has advanced at Huevos Verdes, it has become
apparent that a costly pilot plant can be eliminated by using a smaller,
off-site bench-scale pilot plant at a metallurgical laboratory. Eliminating the
50 tpd pilot plant will save considerable time and money should a positive
feasibility study be produced early next year. Underground construction and
exploration has revealed higher grade silver/gold mineralization than was
discovered in surface drilling, as well as previously unknown parallel veins and
mineralized offshoots from the main Huevos Verdes vein. The new discoveries hold
potential for increased production tonnage.

A bankable feasibility study is now underway by MSC to determine an initial
optimum mill capacity for Huevos Verdes. The study is being managed by MTB
Project Management Professionals, Inc., of Denver. The purpose of the
feasibility study, due for completion in early 2005, is to provide an
independent third party determination of the technical and economic viability of
Huevos Verdes.

The property payment structure from MHC to the Corporation has also been changed
in the amendment where original payments totaled US$400,000 a year until a
50-ton per day pilot was built. In lieu of building the pilot plant, the
Corporation will receive reduced payments from MHC of US$200,000 annually that
will continue until a positive feasibility study is received and the MSC board
of directors approves a project financing plan.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits
--------
99.1              News Release
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

DATED: December 17, 2004

                                            MINERA ANDES INC.

                                            By: /s/ Allen V. Ambrose
                                                -------------------------------
                                                    Allen V. Ambrose, President