UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

AMENDMENT NO. 2 TO THE ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

Commission File Number: 1-14728

Lan Airlines S.A.

(Exact name of registrant as specified in its charter)



Lan Airlines S.A.
        Republic of Chile(Translation of registrants name into English)
        (Jurisdiction of incorporation or organization)


Presidente Riesco 5711 Piso 20

Las Condes,

Santiago, Chile

(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:American Depositary Shares (as evidenced by
American Depositary Receipts), each representing
five shares of Common Stock, without par value
        New York Stock Exchange


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

None

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: 318,909,090

Indicate by check mark if the registrant is a well-known seasoned issuer, as defines in Rule 405 of the Securities Act.

YesxNoo

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

YesoNox

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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.

YesxNoo










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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filerxAccelerated fileroNon-Accelerated filero

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

Item 17oItem 18x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YesoNox
















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References to we and our in this amendment to the annual report on Form 20-F are to Lan Airlines S.A. and its consolidated subsidiaries.



EXPLANATORY NOTE

This Amendment No. 2 (this Amendment) to our annual report on Form 20-F for the fiscal year ended December 31, 2003, filed on June 14, 2004 (the Form 20-F), as amended by Amendment No. 1 filed on December 21, 2004, is being filed solely to replace Exhibit 4.2 with the attached Exhibit 4.2 to reflect changes in the redacted portions of such exhibit in connection with our request for confidential treatment of such exhibit. These changes in the redactions were made in response to comments that we received from the Securities and Exchange Commission regarding our confidential treatment request.

Except as described above, no other change has been made to the Form 20-F.  The filing of this Amendment should not be understood to mean that any statements contained herein are true or complete as of any date subsequent to June 14, 2004.










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SIGNATURES

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 amendment to its annual report on its behalf.



Lan Airlines S.A./s/ Alejandro de la Fuente GoicName: Alejandro de la Fuente GoicTitle: Chief Financial Officer


Date: May 4, 2007












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EXHIBIT INDEX TO AMENDMENT NO. 2



Exhibit No.
        Description4.2
        Purchase Agreement No. 2126 between Lan Chile S.A. and The Boeing Company as amended and supplemented, relating to Model 767-316ER, Model 767-38EF, and Model 767-316F Aircraft.**12.1
        Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.12.2
        Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.




**
        Portions of this document has been omitted pursuant to a request for confidential treatment.  Such omitted portions have been filed separately with the Securities and Exchange Commission.













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