- Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Dircksen Paul	2. Issuer Name and Ticker or Trading Symbol Timberline Resources Corp [TLR]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Vice President, Exploration
(Last) (First) (Middle) 101 EAST LAKESIDE AVENUE	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 9/30/2008
(Street) COEUR D'ALENE, ID 83814 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	6/15/2007		M4	166667	A	$.75	406667	D
Common Stock	6/15/2007		F4	30488	D	$4.1	376179	D
Common Stock	6/15/2007		M4	150000	A	$.56	526179	D
Common Stock	6/15/2007		F4	20488	D	$4.1	505691	D

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$.75	3/15/2006		A4	500000		⁽¹⁾	3/15/2011	Common Stock	500000	$0	500000	D
Employee Stock Option (Right to Buy)	$.75	6/15/2007		M4		166667	⁽¹⁾	3/15/2011	Common Stock	166667	$0	333333	D
Employee Stock Option (Right to Buy)	$.56	6/15/2007		M4		150000	2/7/2005	2/7/2010	Common Stock	150000	$0	0	D
Employee Stock Option (Right to Buy)	$3.4	10/24/2007		A4	100000		⁽²⁾	10/24/2012	Common Stock	100000	$0	100000	D
Employee Stock Option (Right to Buy)	$2.48	8/22/2008		A4	100000		⁽³⁾	8/22/2013	Common Stock	100000	$0	100000	D

Explanation of Responses:
( 1)	The options vest as follows: 166,667 on 3/15/07; 41,667 on 06/15/07, 09/15/07, 12/15/07, 03,15/08, 06/15/08; and 41,666 on 09/15/08, 12/15/08 and 03/15/09.
( 2)	The option vests in three equal annual installments beginning on 10/24/07.
( 3)	The option vests in three installments: one-half on the date of grant; one-quarter on 08/22/09, and one-quarter on 08/22/10.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dircksen Paul 101 EAST LAKESIDE AVENUE COEUR D'ALENE, ID 83814	X		Vice President, Exploration

Signatures
/s/ Paul Dircksen		10/30/2008
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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