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

# FORM 20-F/A

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AMENDMENT NO. 1 TO
ANNUAL REPORTPURSUANT TO SECTION 13
OR 15(d) OF

THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year
ended December 31, 2003Commission File Number:
1-14728

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**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)


|**Avenida Américo Vespucio Sur 901
  Comuna de Renca,** **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 byAmerican 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 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.

# Yes X             No __

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

# Item 17 ___ Item 18X

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# EXPLANATORY NOTE

This
amended annual report dated December 21, 2004 has been prepared for the purpose of
presenting a purchase agreement we entered into with The Boeing Company for the
acquisition of two Boeing 767 freighter aircraft. In this amendment to Form 20-F, we have
included this purchase agreement as Exhibit 4.2. Accordingly, we also have added Exhibit 4.2 to the Exhibit List in Item 19. We note that portions of Exhibit 4.2 have
been omitted pursuant to a request for confidential treatment and that such omitted
portions have been filed separately with the SEC. We have also added a summary narrative
description of the material terms of the contract in Item 10. See Item 10,
Additional Information  Material Contracts, and Item 19,
Exhibits, presented herein.

We
believe that these changes are not material to our financial condition, operations or
prospects.

Except
as described above, no other change has been made to the annual report on Form 20-F filed
on June 14, 2004. The filing of this amended annual report 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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# Memorandum and Articles
of Association

Set
forth below is information concerning our share capital and a brief summary of certain
significant provisions of our by-laws and Chilean law. This description contains all
material information concerning the common shares but does not purport to be complete and
is qualified in its entirety by reference to our by-laws, the Chilean Corporation
Law and the Securities Market Law, each referred to below. For additional information
regarding the common shares, reference is made to our by-laws, a copy of which are
included as Exhibit 1.1 to this annual report on Form 20-F.

*Organization and Register*

LanChile
is a publicly-held stock corporation (sociedad anónima abierta) incorporated
under the laws of Chile. LanChile was incorporated by a public deed dated December 30,
1983, an abstract of which was published in the Chilean Gazette (Diario Oficial de la
República de Chile) No. 31.759 on December 31, 1983, and registered on page
20,341, No. 11,248 of the Chilean Real Estate and Commercial Registrar (Registro de
Comercio del Conservador de Bienes Raices y Comercio de Santiago) for the year 1983.
Our corporate purpose, as stated in our by-laws, is to provide a broad range of
transportation and related services, as more fully set forth in Article Four thereof.

*General*

Shareholders
rights in a Chilean company are generally governed by the companys by-laws. Article
22 of the Chilean Corporation Law states that the purchaser of shares of a company
implicitly accepts its by-laws and any agreements adopted at shareholders meetings.
Additionally, the Chilean Corporation Law regulates the government and operation of
corporations (sociedades anónimas, or S.A.) and provides
for certain shareholder rights. Article 137 of the Chilean Corporation Law provides that
the provisions of the Chilean Corporation Law take precedence over any contrary provision
in a corporations by-laws. The Chilean Corporation Law and our by-laws also provide
that all disputes arising among shareholders in their capacity as such or between us or
our administrators and the shareholders may either be submitted to arbitration in Chile or
to the courts of Chile at the election of the plaintiff initiating the action. Finally,
Decree-Law 3500, which allows pension funds to invest in the stock of qualified
corporations, indirectly affects corporate governance and prescribes certain rights of
shareholders. The Chilean Corporation Law sets forth the rules and requirements for
establishing publicly held corporations. Article 2 of the Chilean Corporation Law defines
publicly held corporations as corporations:

| |  | with 500 or more shareholders;                                                                                                                        
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | in which 100 or more shareholders own at least 10% of the subscribed capital (excluding any direct or indirect individual holdings exceeding 10%); and
| |  | which have voluntary registered their shares in the Security Register of the SVS.                                                                     

The framework of the Chilean securities market is regulated by the Chilean exchange entity, the SVS, under the Securities Market Law and the Chilean Corporation Law, which imposes certain disclosure requirements, restricts insider trading, prohibits price manipulation and protects minority investors. Both the Chilean Corporation Law and the Securities Market Law state rules and requirements for establishing publicly held corporations. In particular, the Securities Market Law establishes requirements for public offerings, stock exchanges and brokers and outlines disclosure requirements for corporations that issue publicly offered securities.

*Ownership Restrictions*

Under
Article 12 of the Securities Market Law and Circular 585 of the SVS, certain information
regarding transactions in shares of publicly held corporations must be reported to the SVS
and the Chilean stock exchanges on which the shares are listed. Since the ADRs are deemed
to represent the shares underlying the ADSs, transactions in ADRs will be subject to those
reporting requirements. Among other matters, beneficial owners of ADSs will be required to
report to the SVS and the Chilean stock exchanges within two stock exchange business days:

| |  | any direct or indirect acquisition or sale of shares that results in the holders
acquiring or disposing, directly or indirectly, of 10% or more of the corporations
total subscribed shares; and
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | any direct or indirect acquisition or sale of shares or options to buy or sell shares, in
any amount, if made by a holder of 10% or more of a publicly held corporations total
subscribed shares, or if made by a director, liquidator, principal officer, general
manager or manager of such corporation.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
addition, majority shareholders must state in their report whether their purpose is to
acquire control of the company or if they are making a financial investment.

Under
Article 54 of the Securities Market Law and under SVS regulations, persons or entities
that intend to acquire control, whether directly or indirectly, of a publicly traded
company, must follow certain notice requirements, regardless of the acquisition vehicle or
procedure or whether the acquisition will be made through direct subscriptions or private
transactions. The potential acquiror must first send a written communication to the target
corporation, any companies controlling or controlled by the target corporation, the SVS
and the Chilean stock exchanges on which the securities are listed, stating, among other
things, the person or entity purchasing or selling and the price and conditions of any
negotiations.

The
potential acquiror must also inform the public of its planned acquisition at least ten
business days prior to the date on which the transaction is to close, any in any event, as
soon as negotiations regarding the change of control begin (i.e., when information
and documents concerning the target are delivered to the potential acquiror). Notice is
made through a filing with the SVS, the relevant Chilean stock exchanges and any companies
controlling or controlled by the target corporation and through a notice published in two
Chilean newspapers, and must also state, among other things, the person or entity
purchasing or selling and the price and conditions of any negotiations.

In
addition to the foregoing, Article 54A of the Securities Market Law requires that within
two business days of the completion of the transactions pursuant to which a person has
acquired control of a publicly traded company, a notice shall be published in the same
newspapers in which the notice referred to above was published and notices shall be sent
to the same persons mentioned in the preceding paragraphs.

A
beneficial owner of ADSs intending to acquire control of LanChile will be subject to the
foregoing reporting requirements.

The
provisions of the aforementioned articles do not apply whenever the acquisition is being
made through a tender or exchange offer.

Title
XXV of the Securities Market Law on tender offers and SVS regulations provide that the
following transactions shall be carried out through a tender offer:

| |  | An offer which allows a person to take control of a publicly traded company, unless the
shares are being sold by a controlling shareholder of such company at a price in cash
which is not substantially higher than the market price and the shares of such company are
actively traded on a stock exchange;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | An offer for all the outstanding shares of a publicly traded company upon acquiring two
thirds or more of its voting shares (this offer must be made at a price not lower than the
price at which appraisal rights may be exercised, that is, book value if the shares of the
company are not actively traded or, if the shares of the company are actively traded, the
weighted average price at which the stock has been traded during the two months
immediately preceding the acquisition); and
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | An offer for a controlling percentage of the shares of a listed operating company if such
person intends to take control of the company (whether listed or not) controlling such
operating company, to the extent that the operating company represents 75.0% or more of
the consolidated net worth of the holding company.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article
200 of the Securities Market Law prohibits any shareholder that has taken control of a
publicly traded company from acquiring, for a period of 12 months from the date of the
transaction that granted it control of the publicly traded company, a number of shares
equal to or higher than 3.0% of the outstanding issued shares of the target without making
a tender offer at a price per share not lower than the price paid at the time of taking
control. Should the acquisition from the other shareholders of the company be made on the
floor of a stock exchange and on a pro rata basis, the controlling shareholder may
purchase a higher percentage of shares, if so permitted by the regulations of the stock
exchange.

Title
XV of the Securities Market Law sets forth the basis for determining what constitutes a
controlling power, a direct holding and a related party.

*Capitalization*

Under
Chilean law, the shareholders of a company, acting at an extraordinary shareholders
meeting, have the power to authorize an increase in the companys share capital. When
an investor subscribes for issued shares, the shares are registered in that
investors name, even without payment therefor, and the investor is treated as a
shareholder for all purposes except with regard to receipt of dividends and return of
capital. The investor becomes eligible to receive dividends once it has paid for the
shares, or, if it has paid for only a portion of such shares, it is entitled to receive a
corresponding pro rata portion of the dividends declared with respect to such shares,
unless the companys by-laws provide otherwise. If an investor does not pay for
shares for which it has subscribed on or prior to the date agreed upon for payment, the
company is entitled under Chilean law to auction the shares on the appropriate stock
exchange, and it has a cause of action against the investor to recover the difference
between the subscription price and the price received for the sale of those shares at
auction. However, until such shares are sold at auction, the investor continues to
exercise all the rights of a shareholder (except the right to receive dividends and return
of capital). Shares issued but not paid for within the period determined by the
extraordinary shareholders meeting for their payment (which in any case cannot
exceed three years from the date of such shareholders meeting which authorizes the
increase in capital) will be canceled and will no longer be available for issuance by us.
Fully paid shares are not subject to further calls or assessments or to liabilities of
LanChile.

At
April 30, 2004, our share capital consisted of 318,909,090 common shares, all of which
were subscribed and fully paid. Chilean law recognizes the right to issue common and
preferred shares. To date, we have issued and are authorized by our shareholders to issue
only common shares.

*Preemptive Rights and
Increases in Share Capital*

The
Chilean Corporation Law requires Chilean companies to offer existing shareholders the
right to purchase a sufficient number of shares to maintain their existing percentage of
ownership in a company whenever that company issues new shares for cash. Under this
requirement, any preemptive rights will be offered by us to the depositary as the
registered owner of the common shares underlying the ADSs, but holders of ADSs and
shareholders located in the United States will not be allowed to exercise preemptive
rights with respect to new issuances of shares by us unless a registration statement under
the Securities Act is effective with respect to those common shares or an exemption from
the registration requirements thereunder is available.

Under
the procedures established by the Central Bank of Chile, a Chilean company with an
existing ADR program under Chapter XXVI of the Compendium of Foreign Exchange Regulations
of the Central Bank of Chile may apply to amend its foreign investment contract with such
Bank so as to extend the benefits of such contract to new shares issued pursuant to
preemptive rights offerings to existing ADS owners and enable them to exercise their
preemptive rights. Although approval is expected to be granted upon satisfaction of
certain formal requirements, any such amendment (which will be deemed to incorporate all
laws and regulations applicable to international offerings in effect as of date of the
amendment) will be reviewed by the Central Bank of Chile on a case-by-case basis. These
procedures are expected to make it easier for Chilean companies to offer preemptive rights
to ADS holders in connection with capital increases.

We
intend to evaluate at the time of any preemptive rights offering the costs and potential
liabilities associated with the preparation and filing of a registration statement with
the Commission, as well as the indirect benefits of enabling the exercise by the holders
of ADSs and shareholders located in the United States of preemptive rights and any other
factors we consider appropriate at the time. No assurances can be given that any
registration statement would be filed. If preemptive rights are not made available to ADS
holders, the depositary may sell those holders preemptive rights and distribute the
proceeds thereof if a secondary market for such rights exists and a premium can be
recognized over the cost of such sale. See Description of American Depositary
ReceiptsDividends, Other Distributions and Rights. In the event that the
depositary does not sell such rights at a premium over the cost of any such sale, all or
certain holders of ADRs may receive no value for the preemptive rights. The inability of
holders of ADSs to exercise preemptive rights in respect of common shares underlying their
ADSs could result in a change in their percentage ownership of common shares following a
preemptive rights offering.

Under
Chilean law, preemptive rights are exercisable or freely transferable by shareholders
during a 30-day period commencing upon publication of the official notice announcing the
start of the preemptive rights period in the newspaper designated by the shareholders. The
preemptive right of the shareholders is the pro rata amount of the shares registered in
their name in the shareholders registry as of the fifth business day prior to the
date of publication of the notice announcing the start of the preemptive rights period.
During such 30-day period (except for shares as to which preemptive rights have been
waived), Chilean companies are not permitted to offer any newly issued common shares for
sale to third parties. For an additional 30-day period, Chilean publicly held corporations
are not permitted to offer any unsubscribed common shares for sale to third parties on
terms that are more favorable to the purchaser than those offered to shareholders. At the
end of such additional 30-day period, Chilean publicly held corporations are authorized to
sell non-subscribed shares to third parties on any terms, provided they are sold on a
Chilean stock exchange.

*Directors*

Our
by-laws provide for a board of nine directors. Compensation to be paid to directors must
be approved by vote at the annual shareholders meeting. We hold elections for all
positions on the board of directors every two years.

Under
the Chilean Corporation Law, transactions in which a director is materially interested
(including a transaction in which a director proposes to borrow from the company) must be
conducted on an arms-length basis and must satisfy certain disclosure requirements.
These transactions include transactions involving a directors spouse or close
relatives, transactions involving other companies on whose board such director also serves
or transactions with other companies where the director controls 10% of such company
(directly or indirectly). Corporations may enter into transactions in which a director is
materially interested if the transaction has been approved by the board of directors
(which must be disclosed at the next shareholders meeting) and is consistent with
standards of fairness similar to those that normally prevail in the market. Transactions
which do not meet these conditions are valid and enforceable, but each director who
approved the transaction is jointly and severally liable for damages suffered by the
company, the shareholders or any interested third parties, and the director who directly
or indirectly benefits from the transaction must pay all benefits received from such
transaction to the corporation. The directors are also subject to fines and administrative
sanctions.

Whenever
a transaction in which a director is materially interested exceeds 1% of the net worth of
the company and exceeds the equivalent of 2,000 UF (approximately US$53,000 as of the date
of this annual report) or whenever such a transaction exceeds 20,000 UF, the board of
directors of the company must determine whether the transaction complies with
arm-lengths conditions similar to those prevailing in the market. If the board of
directors is unable to determine those conditions, the board, without the vote of the
interested director, may approve or reject the transaction or may appoint two independent
experts to provide an opinion. The experts reports must indicate the terms of the
transaction and in the case of non-cash assets, must indicate the planned method of
payment. Experts valuation reports must be made available to the shareholders and to
the board of directors for a period of 20 business days. The board of directors may decide
to approve or reject the proposed transaction only after this 20-day period has expired.
If shareholders representing 5% of the voting shares determine, within the 20-day period,
that the transaction is not favorable to the corporations interests or that the
reports of the experts are substantially different, those shareholders may require the
board of directors to call an extraordinary shareholders meeting. Approval of the
transaction then requires the affirmative vote of two-thirds of the voting shares of the
company.

*Shareholders Meetings and Voting Rights*

The
Chilean Corporation Law requires that an ordinary annual meeting of shareholders be held
within the first four months of each year (generally they are held in April, but in any
case following the preparation of our financial statements, including the report of our
auditors, for the previous fiscal year). LanChiles by-laws further provide that the
ordinary annual meeting of shareholders must take place between February 1 and April 30.
The shareholders at the ordinary annual meeting approve the annual financial statements,
including the report of our auditors, the annual report, the dividend policy and the final
dividend on the prior years profits, elect the board of directors (in our case,
every two years or earlier if a vacancy occurs) and approve any other matter that does not
require an extraordinary shareholders meeting. The most recent ordinary annual
meeting of our shareholders was held on April 30, 2004. Extraordinary shareholders
meetings may be called by the board of directors, if deemed appropriate, and ordinary or
extraordinary shareholders meetings must be called by the board of directors when
requested by shareholders representing at least 10% of the issued voting shares or by the
SVS.

Notice
to convene the ordinary annual meeting or an extraordinary meeting is given by means of
three notices which must be published in a newspaper of our corporate domicile (currently
Santiago de Chile) designated by the shareholders at their annual meeting and, if the
shareholders fail to make such designation, the notice must be published in the Official
Journal pursuant to legal requirements. The first notice must be published not less than
15 days and not more than 20 days in advance of the scheduled meeting. Notice also must be
mailed not less than 15 days in advance of the meeting to each shareholder and to the SVS
and the Chilean stock exchanges. Currently, we publish our official notice in the
newspaper La Tercera.

The
quorum for a shareholders meeting is established by the presence, in person or by
proxy, of shareholders representing a majority of our issued common shares. If a quorum is
not present, the meeting can be reconvened, and at a second meeting the shareholders
present are deemed to constitute a quorum regardless of the percentage of the common
shares that they represent.

Only
shareholders registered with us on the fifth business day prior to the date of a meeting
are entitled to attend and vote their shares. A shareholder may appoint another individual
(who need not be a shareholder) as his proxy to attend and vote on his behalf. Proxies
addressed to us that do not designate a person to exercise the proxy are taken into
account in order to determine if there is a sufficient quorum to hold the meeting, but the
shares represented thereby are not entitled to vote at the meeting. Every shareholder
entitled to attend and vote at a shareholders meeting has one vote for every share
subscribed.

The
following matters can only be considered at an extraordinary shareholders meeting:

| |  | our dissolution;
|- |  | ----------------

| |  | a merger, transformation, division
or other change in our corporate form or the amendment of our by-laws;
|- |  | ---------------------------------------------------------------------------------------------------------

| |  | the issuance of
bonds or debentures convertible into shares;
|- |  | ------------------------------------------------------------

| |  | the conveyance of 50% or more of our assets
or 50% or more of our liabilities;
|- |  | ------------------------------------------------------------------------------

| |  | granting of a security interest or a personal guarantee, unless to secure or guarantee the obligations of a subsidiary, inwhich case only the approval of the board of directors will suffice; and
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | other matters that
require shareholder approval according to Chilean law or the by-laws.
|- |  | ----------------------------------------------------------------------------------------

The matters referred to in the first
four items listed above may only be approved at a meeting held before a notary public, who
shall certify that the minutes are a true record of the events and resolutions of the
meeting.

The
by-laws establish that resolutions are passed at shareholders meetings by the
affirmative vote of an absolute majority of those voting shares present or represented at
the meeting. However, under the Chilean Corporation Law, the vote of a two-thirds majority
of the outstanding voting shares is required to approve any of the following actions:

| |  | a change in our corporate form, division or merger with another entity;
|- |  | -----------------------------------------------------------------------

| |  | amendment to our term of existence, if any;
|- |  | -------------------------------------------

| |  | our early dissolution;
|- |  | ----------------------

| |  | change in our corporate domicile;
|- |  | ---------------------------------

| |  | decrease of our capital stock;
|- |  | ------------------------------

| |  | approval of contributions and the assessment thereof whenever consisting of assets other than money;
|- |  | ----------------------------------------------------------------------------------------------------

| |  | any modification of the authority reserved for the shareholders meetings or limitations on the powers of the board of directors;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------

| |  | decrease in the number of members of the board of directors;
|- |  | ------------------------------------------------------------

| |  | the conveyance of 50% or more our assets, either including or not including our liabilities, or the submittal of, or changes to, any business plan that contemplates the conveyance of assets in an amount that exceeds the percentage mentioned above;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the form that dividends are paid in;
|- |  | ------------------------------------

| |  | granting a security interest or a personal guarantee that exceeds 50% of our assets, unless to secure or guarantee the obligations of a subsidiary, in which case only approval of the board of directors will suffice;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the acquisition of our own shares, when, and on the terms and conditions, permitted by law;
|- |  | -------------------------------------------------------------------------------------------
| |  | all other matters provided for in the by-laws; and                                         

| |  | the correction of any formal defect in our incorporation or any amendment to our by-laws that refers to any of the matters indicated in the first thirteen items listed above.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Amendments
to the by-laws that have the effect of establishing, modifying or eliminating any special
rights pertaining to any series of shares require the consenting vote of holders of
two-thirds of the shares of the affected series.

In
general, Chilean law does not require a publicly held corporation to provide the level and
type of information that the U.S. securities laws require a reporting company to provide
to its shareholders in connection with a solicitation of proxies. However, shareholders
are entitled to examine the books of the company within the 15-day period before the
scheduled meeting. No later than the first notice summoning an ordinary shareholders
meeting, the board of directors of a publicly held corporation shall send to every
shareholder a copy of the annual report and the financial statements of the company.
However, the SVS may authorize companies that have a large number of shareholders to limit
the sending of such documents only to those shareholders who have a number of shares
exceeding a certain number, and, in any case, to any shareholder that has required of the
company such sending. Shareholders who do not fall into this category but who request it
must be sent a copy of our annual report. In addition to these requirements, we regularly
have provided, and currently intend to continue to provide, together with the notice of
shareholders meeting, a proposal for the final annual dividend for shareholder
approval. See Dividend and Liquidation Rights.

The
Chilean Corporation Law provides that, whenever shareholders representing 10% or more of
the issued voting shares so request, a Chilean companys annual report must include
such shareholders comments and proposal in relation to the companys affairs.
Similarly, the Chilean Corporation Law provides that whenever the board of directors of a
publicly held corporation convenes an ordinary meeting of the shareholders and solicits
proxies for that meeting, or distributes information supporting its decisions or other
similar material, it is obligated to include as an annex to its annual report any
pertinent comments and proposals that may have been made by shareholders owning 10% or
more of the companys voting shares who have requested that such comments and
proposals be included.

*Dividend and Liquidation
Rights*

In
accordance with Chilean Law, LanChile must distribute an annual cash dividend equal to at
least 30% of its annual net income calculated in accordance with Chilean GAAP, unless
otherwise decided by a unanimous vote of the holders of all issued shares, and unless and
except to the extent it has accumulated losses. If there is no net income in a given year,
LanChile can elect but is not legally obligated to distribute dividends out of retained
earnings. All outstanding common shares are entitled to share equally in all dividends
declared by LanChile. See Dividends.

LanChile
may grant an option to its shareholders to receive any dividend in excess of 30% of net
income in cash, in its own shares or in shares of publicly held corporations held by it.
Shareholders who do not expressly elect to receive a dividend other than in cash are
legally presumed to have decided to receive the dividend in cash. A U.S. holder of ADSs
may, in the absence of an effective registration statement under the Securities Act or an
available exemption from the registration requirement thereunder, effectively be required
to receive a dividend in cash. See Preemptive Rights and Increases of Share
Capital.

Dividends
that are declared but not paid within the appropriate time period set forth in the Chilean
Corporation Law (as to minimum dividends, 30 days after declaration; as to additional
dividends, the date set for payment at the time of declaration) are adjusted to reflect
the change in the value of the UF. The UF is a daily indexed, Chilean peso-denominated
accounting unit designed to discount the effect of Chilean inflation and it is based on
the previous months inflation rate as officially determined. Such dividends also
accrue interest at the then-prevailing rate for UF-denominated deposits during such
period. The right to receive a dividend lapses if it is not claimed within five years from
the date such dividend is payable.

In
the event of LanChiles liquidation, the holders of fully paid common shares would
participate pro rata in the distribution of assets remaining after payment of all
creditors. Holders of shares not fully paid will participate in such distribution in
proportion to the amount paid.

*Approval of Financial
Statements*

The
board of directors is required to submit our consolidated financial statements to the
shareholders for their approval at the annual ordinary shareholders meeting. If the
shareholders reject the financial statements, the board of directors must submit new
financial statements not later than 60 days from the date of that meeting. If the
shareholders reject the new financial statements, the entire board of directors is deemed
removed from office and a new board is elected at the same meeting. Directors who approved
such financial statements are disqualified for re-election for the ensuing period.

*Right of Dissenting
Shareholders to Tender Their Shares*

The
Chilean Corporation Law provides that, upon the adoption at an extraordinary meeting of
shareholders of any of the resolutions enumerated below, dissenting shareholders acquire
the right to withdraw and to compel the company to repurchase their shares, subject to the
fulfillment of certain terms and conditions. However, such right shall be suspended if we
are declared bankrupt or are subject to a creditors agreement pursuant to Title XII
of the Chilean Bankruptcy Law. In the case of holders of ADRs, however, in order to
exercise such rights, holders of ADRs would be required to first withdraw the common
shares represented by the ADRs pursuant to the terms of the deposit agreement. Such
holders of ADRs would need to perfect the withdrawal of the common shares on or before the
fifth business day prior to the date of the meeting.

Dissenting
shareholders are defined as those who attend a shareholders meeting and vote
against a resolution which results in the withdrawal right, or, if absent at such a
meeting, those who state in writing to the company their opposition to such resolution
within the following 30 days. Dissenting shareholders must perfect their withdrawal rights
by tendering their stock to the company within 30 days after adoption of the resolution.

The
price paid to a dissenting shareholder of a publicly held corporation is the weighted
average of the sales prices for the shares as reported on the Chilean stock exchanges on
which the shares are quoted for the two-month period preceding the event giving rise to
the withdrawal right. If, because of the volume, frequency, number and diversity of the
buyers and sellers, the SVS determines that the shares are not shares actively traded on a
stock exchange (acciones de transacción bursátil), the price paid to the dissenting
shareholder is the book value. Book value for this purpose equals paid capital plus
reserves and profits, less losses, divided by the total number of subscribed shares
(whether entirely or partially paid). For the purpose of making this calculation, the last
annual balance sheet is used and adjusted to reflect inflation up to the date of the
shareholders meeting that gave rise to the withdrawal right.

The
resolutions that result in a shareholders right to withdraw are the following:

| |  | the transformation of the company into an entity that is not a publicly held corporation governed by the Chilean CorporationLaw;
|- |  | --------------------------------------------------------------------------------------------------------------------------------

| | the merger of the company with or into another company;
|- | -------------------------------------------------------

| |  | the conveyance of 50% or more of the assets of the company, whether or not such sale includes the companys liabilities;                                                                                                                   
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the creation of preferential rights for a class of shares or an amendment to those already existing, in which case the right to withdraw only accrues to the dissenting shareholders of the class or classes of shares adversely affected ;

| |  | the correction of any formal defect in the incorporation of the company or any amendment to the companys by-laws that  grants the right to withdraw;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the granting of security interests or personal guarantees to secure or guarantee third parties' obligations exceeding 50% of the company's assets, except with regard to subsidiaries;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | resolutions of the shareholders' meeting approving the deregistration of the company from the Securities Registry of the SVS; and
|- |  | ---------------------------------------------------------------------------------------------------------------------------------

| |  | such other causes as may be established by the companys by-laws (no such additional resolutions currently are specified in our by-laws).
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------

In addition, shareholders of publicly
held corporations have the right to withdraw if a person acquires two-thirds or more of
the outstanding shares of such corporation and does not make a tender offer for the
remaining shares within 30 days after acquisition.

Under
Article 69(bis) of the Chilean Corporation Law, the right to withdraw also is granted to
shareholders (other than pension funds that administer private pension plans under the
national pension law), under certain terms and conditions, if a company were to become
controlled by the Chilean government, directly or through any of its agencies, and if two
independent rating agencies downgrade the rating of its stock from first class because of
certain actions specified in Article 69(bis) undertaken by the company or the Chilean
government that affect negatively and substantially the earnings of the company.
Shareholders must perfect their withdrawal rights by tendering their shares to the company
within 30 days of the date of the publication of the new rating by two independent rating
agencies. If the withdrawal right is exercised by a shareholder invoking Article 69(bis),
the price paid to the dissenting shareholder shall be the weighted average of the sales
price for the shares as reported on the stock exchanges on which the companys shares
are quoted for the six-month period preceding the publication of the new rating by two
independent rating agencies. If, as previously described, the SVS determines that the
shares are not actively traded on a stock exchange, the price shall be the book value
calculated as described above.

There
is no legal precedent as to whether a shareholder that has voted both for and against a
proposal (such as the depositary) may exercise withdrawal rights with respect to the
shares voted against the proposal. As such, there is doubt as to whether holders of ADRs
who have not surrendered their ADRs and withdrawn common shares on or before the fifth
business day prior to the shareholder meeting will be able to exercise withdrawal rights
either directly or through the depositary with respect to the shares represented by ADRs.
Under the provisions of the deposit agreement the depositary will not exercise these
withdrawal rights.

*Registration and Transfers*

The Depósito Central de Valores, or the DCV, acts as LanChiles
registration agent. In the case of jointly owned common shares, an attorney-in-fact must
be appointed to represent the joint owners in dealings with us.

# Material Contracts

In
1998, we entered into a purchase agreement with Airbus Industrie for acquisition of 20
Airbus A320 aircraft, followed by an additional contract for seven Airbus A340s that we
entered into in 1999. Both contracts provide us with the option of purchasing additional
aircraft in the future. As of December 31, 2003, we have taken delivery of 14 Airbus
A320s, and four Airbus A340s and two Airbus A319s. Given the flexibility incorporated into
these contracts, we have extended the delivery dates for some of the remaining aircraft
until 2008. Additionally, we have changed our remaining short-haul aircraft order from the
Airbus A320 model to the Airbus A319 model. The remaining estimated value of the Airbus
aircraft for which we have firm commitments to take delivery under the contract is
approximately US$592 million.

In
2004, we entered into an amendment to our master purchase agreement with The Boeing
Company to acquire two Boeing 767-316F freighters for a total combined gross purchase
price of approximately US$278 million. The gross purchase price for each aircraft will be
increased for certain equipment we will purchase and Boeing will install on each of the
aircraft. The gross price is also subject to increase by an Escalation Factor to reflect increases in the U.S. employment cost and producer prices indices between the
time the gross price was set and the period six months prior to the delivery of such
aircraft. Under the terms of the purchase agreement, we are currently scheduled to take
delivery of the first of the two aircraft in July 2005 and the second in October 2005.

Boeing
has also granted us certain price concessions with regard to the 767-316Fs and will issue
credit memoranda to us in the amount of such concessions, which we may apply toward the
purchase of goods and services from Boeing or toward certain payments in respect of the
purchase of the aircraft. Boeing has also agreed to provide us with certain allowances for
promotional and other activities, as well as providing certain other goods and services to
us on concessionary terms.

We
plan to finance the purchase of the two Boeing 767-316Fs through a credit facility
provided by international financial institutions supported by partial guarantees issued by
the Export-Import Bank of the United States. We expect the terms and documentation of the
financing to be substantially similar to the other Ex-Im guaranteed facilities that we
have entered into with respect to the financing of other Boeing aircraft we have
incorporated into our fleet. As a result of the acquisition of the two new Boeing 767-316F
freighters, our capital expenditures for 2005 will increase by approximately US$170
million, to a total of US$477 million.

For
more information, see Information on the CompanyFleetGeneral under
Item 4 and Operating and Financial Review and ProspectsLiquidity and Capital
Resources under Item 5.

# Foreign Investment and
Exchange Controls in Chile

The
Central Bank of Chile is responsible, among other things, for monetary policies and
exchange controls in Chile. Equity investments, including investments in shares of stock
by persons who are non-Chilean residents, are generally subject to various exchange
control regulations restricting the repatriation of their investments and the earnings
thereon.

On
April 16, 2001, the Central Bank of Chile agreed that, effective April 19, 2001:

| |  | prior foreign exchange restrictions would be eliminated: and
|- |  | ------------------------------------------------------------

| |  | a new Compendium of Foreign Exchange Regulations*(Compendio de Normas de Cambios Internacionales)* would be applied.
|- |  | --------------------------------------------------------------------------------------------------------------------

The
main objective of these amendments, as declared by the Central Bank of Chile, is to
facilitate movement of capital in and out of Chile and to encourage foreign investment.

In
connection with the change in policy, the Central Bank of Chile eliminated the following
restrictions:

| |  | a reserve requirement with the Central Bank of Chile for a period of one year (this
mandatory reserve was imposed on foreign loans and funds brought into Chile to purchase
shares other than those acquired in the establishment of a new company or in the capital
increase of the issuing company; the reserve requirement was gradually decreased from 30%
of the proposed investment to 0%);
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the requirement of prior approval
by the Central Bank of Chile for certain operations;
|- |  | --------------------------------------------------------------------------------------

| |  | mandatory return of foreign
currencies to Chile; and
|- |  | ----------------------------------------------------

| |  | mandatory conversion of foreign currencies into Chilean pesos.
|- |  | --------------------------------------------------------------

Under the new regulations, only the following limitations apply tothese operations:

| |  | the Central Bank of Chile must be
  provided with information related to certain operations; and
|- |  | ------------------------------------------------------------------------------------------------

| |  | certain operations must be
  conducted with the Formal Exchange Market.
|- |  | -----------------------------------------------------------------------

The
Central Bank of Chile also eliminated Chapter XXVI of the Compendium of Foreign Exchange
Regulations, which regulated the establishment of an ADR facility by a Chilean company.
Pursuant to the new rules, it is no longer necessary to seek the Central Bank of
Chiles prior approval in order to establish an ADR facility nor to enter into a
foreign investment contract with the Central Bank of Chile. The establishment of an ADR
facility is now regarded as an ordinary foreign investment, and simply requires that the
Central Bank of Chile be informed of the transaction pursuant to Chapter XIV of the
Compendium of Foreign Exchange Regulations and that the transaction be conducted
exclusively through the Formal Exchange Market.

According
to Chapter XIV of the Compendium of Foreign Exchange Regulations, if the funds to purchase
the common shares underlying the ADSs are brought into Chile, the depositary, on behalf of
foreign investors, must deliver to the entity of the Formal Exchange Market participating
in the transaction an annex providing information about the transaction, together with a
letter instructing such participant to deliver the foreign currency or the peso equivalent
thereof, on or before the date on which the foreign currency is brought into Chile. If
foreign investors do not bring the funds to purchase the common shares underlying the ADSs
into Chile, the depositary, on behalf of the foreign investors, must provide the same
information to the Central Bank of Chile directly or through an entity of the Formal
Exchange Market within 10 days following the date on which the payment was made.
Repatriation of amounts received with respect to deposited common shares or common shares
withdrawn from deposit on surrender of ADRs (including amounts received as cash dividends
and proceeds from the sale in Chile of the underlying common shares and any rights arising
from them) must be made through the Formal Exchange Market. The entity of the Formal
Exchange Market participating in the repatriation must provide certain information to the
Central Bank of Chile on the next banking business day. In the event the payments are made
outside of Chile, foreign investors must provide the relevant information to the Central
Bank of Chile directly through an entity of the Formal Exchange Market within ten days
following the date on which the payment was made.

Under
Chapter XIV of the Compendium of the Foreign Exchange Regulations of the Central Bank of
Chile, payments and remittances of funds from Chile are governed by the rules in effect at
the time payment or remittance is made. Therefore, any change made to Chilean laws and
regulations after the date hereof may affect foreign investors who have acquired ADSs. We
cannot assure you that new regulations of the Central Bank of Chile or legislative changes
to the current foreign exchange control regime in Chile will not affect our ability to
remit foreign currency to make the relevant payments. For example, until June 26, 1998,
the Compendium of Foreign Exchange Regulations required foreign investors acquiring shares
or securities in Chile to maintain a mandatory reserve for one year in the form of an encaje, a non-interest bearing U.S. deposit with the Central Bank of Chile in an
amount equal to 30% of the proposed investment. Alternatively, foreign investors could
satisfy the reserve requirement by paying the Central Bank of Chile a non-refundable
amount determined based on the amount that such investors would have had to deposit. On
June 26, 1998, the mandatory reserve was reduced to 10%, and on September 17, 1998, it was
reduced to 0%. Despite this reduction in the encaje, the Central Bank of Chile may
reinstate the reserve at any time in an amount up to 40% of the proposed investment, and
we cannot guarantee that the Central Bank of Chile will not do so. However, under current
Chilean law, any reinstatement would apply only to those investments for which proceeds
have been made available to foreign investors subsequent to the time of such
reinstatement.

The
ADSs representing common shares of LanChile offered under our November 6, 1997 initial
public offering are subject to our Foreign Investment Contract, which guarantees ADS
investors under our initial public offering access to the Formal Exchange Market to
convert amounts from Chilean pesos into U.S. dollars and repatriate amounts received with
respect to deposited common shares or common shares withdrawn from deposit or surrender of
ADRs (including amounts received as cash dividends and proceeds from the sale in Chile of
the underlying common shares and any rights arising from them). The guarantee of access to
the Formal Exchange Market under the Foreign Investment Contract will be extended to the
participants in the ADS offering if the following requirements are met:

| |  | the funds to purchase the common shares underlying the ADSs are brought into Chile and
converted into Chilean pesos through the Formal Exchange Market;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the purchase of the underlying common shares is made on a Chilean stock exchange; and
|- |  | -------------------------------------------------------------------------------------

| |  | within five business days from conversion of the funds into Chilean pesos, the Central
Bank of Chile is informed that the conversion funds were used to purchase the underlying
common shares.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
following is a summary of material provisions of the Foreign Investment Contract, a form
of which was filed as an exhibit to the registration statement on Form F-1 (File No.
333-7750) that we filed on October 10, 1997 in connection with our November 6, 1997
offering. This summary is not complete and is qualified in its entirety by reference to
Chapter XXVI and the Foreign Investment Contract.

Under
Chapter XXVI and the Foreign Investment Contract, the Central Bank of Chile agreed to
grant to the depositary, on behalf of ADR holders, and to any investor not residing or
domiciled in Chile who withdraws common shares upon surrender of ADRs, access to the
Formal Exchange Market to convert Chilean pesos into U.S. dollars (and to remit those
dollars outside Chile) in respect of common shares represented by ADSs or withdrawn
shares, including amounts received as:

| |  | cash dividends;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | proceeds from the sale in Chile of withdrawn shares or from shares distributed as a result of a liquidation, merger or consolidation of LanChile (subject to receipt by the Central Bank of Chile of a certificate from the holder of the withdrawn shares or the distributed shares (or from an institution authorized by the Central Bank of Chile) that the holders residence and domicile are outside of Chile, and a certificate from a Chilean stock exchange (or from a brokerage or securities firm established in Chile) that the withdrawn shares or the distributed shares were sold on a Chilean stock exchange);
| |  | proceeds from the sale in Chile of preemptive rights to subscribe for additional common shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | proceeds from the
liquidation, merger or consolidation of LanChile;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | proceeds from the sale in Chile of
common shares received as a dividend; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | other distributions, including those in respect of any recapitalization resulting from holding common shares represented byADSs or withdrawn shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Chapter
XXVI provides that access to the Formal Exchange Market in connection with dividend
payments is conditioned on our certifying to the Central Bank of Chile that a dividend
payment has been made and that any applicable tax has been withheld. We agreed to provide
this certification. Chapter XXVI also provides that access to the Formal Exchange Market
in connection with the sale of withdrawn shares, or distribution on them, is conditioned
upon receipt by the Central Bank of Chile of a certification by the depositary or
custodian, as the case may be, that the common shares have been withdrawn in exchange for
delivery of the appropriate ADRs and receipt of a waiver of the benefit of the Foreign
Investment Contract with respect to them (except in connection with the proposed sale of
the common shares) until the withdrawn shares are redeposited.

Chapter
XXVI and the Foreign Investment Contract provide that a person who brings foreign currency
into Chile to purchase common shares pursuant to the Foreign Investment Contract must
convert that foreign currency into Chilean pesos on the date of entry into Chile, and must
invest in common shares within five banking business days in order to receive the benefits
of the Foreign Investment Contract. If a person does not invest in common shares within
that period, that person can access the Formal Exchange Market to reacquire foreign
currency, provided that the request is presented to the Central Bank of Chile within seven
banking business days of the initial conversion into pesos. Common shares acquired as
described above may be deposited in exchange for ADRs and will receive the benefits of the
Foreign Investment Contract, subject to:

| |  | receipt by the Central Bank of Chile of a certificate from the depositary that the common
shares have been deposited and that the related ADRs have been issued; and
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | receipt by the custodian of a declaration from the person making the deposit waiving the
benefits of the Foreign Investment Contract with respect to the deposited common shares.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Access
to the Formal Exchange Market under any of the circumstances described above is not
automatic. Pursuant to Chapter XXVI, such access required approval of the Central Bank of
Chile based on a request presented through a banking institution established in Chile. The
Foreign Investment Contract provides that if the Central Bank of Chile has not acted on
the request within seven banking days, the request is deemed approved.

Under
current Chilean law, the Foreign Investment Contract cannot be changed unilaterally by the
Central Bank of Chile. No assurance can be given, however, that additional Chilean
restrictions applicable to the holders of ADRs, the disposition of underlying common
shares or the repatriation of proceeds from their disposition will not be imposed in the
future, nor can there be any assessment of the duration of impact of any restrictions that
might be imposed.

# Voting Rights

Holders
of our common shares may instruct the depositary to vote the shares underlying theirs
ADRs. If we ask holders for instructions, the depositary will notify such holders of the
upcoming vote and arrange to deliver our voting materials to such holders. The materials
will describe the matters to be voted on and explain how holders may instruct the
depositary to vote the shares or other deposited securities underlying their ADSs as they
direct by a specified date. For instructions to be valid, the depositary must receive them
on or before the date specified. The depositary will try, as far as practical, subject to
Chilean law and the provisions of our by-laws, to vote or to have its agents vote the
shares or other deposited securities as holders instruct. Otherwise, holders will not be
able to exercise their right to vote unless they withdraw the shares. However, holders may
not know about the meeting far enough in advance to withdraw the shares. We will use our
best efforts to request that the depositary notify holders of upcoming votes and ask for
their instructions.

If
the depositary does not receive voting instructions from a holder by the specified date,
it will consider such holder to have authorized and directed it to give a discretionary
proxy to a person designated by our board of directors to vote the number of deposited
securities represented by such holders ADSs. The depositary will give a
discretionary proxy in those circumstances to vote on all questions to be voted upon
unless we notify the depositary that:

| |  | we do not wish to receive a discretionary proxy;
|- |  | ------------------------------------------------

| |  | we think there is substantial
shareholder opposition to the particular question; or
|- |  | -----------------------------------------------------------------------------------
| |  | we think the particular question would have an adverse impact on our shareholders. 

The depositary will only vote or
attempt to vote as such holder instructs or as described above.

We
cannot assure holders that you they receive the voting materials in time to ensure that
they can instruct the depositary to vote their shares. This means that holders may not be
able to exercise their right to vote and there may be nothing they can do if their shares
are not voted as they requested.

# Exchange Rates

Prior
to 1989, Chilean law permitted the purchase and sale of foreign exchange only in those
cases explicitly authorized by the Central Bank of Chile. The Central Bank Act liberalized
the rules that govern the ability to buy and sell foreign currency. The Central Bank Act
empowers the Central Bank of Chile to determine that certain purchases and sales of
foreign currency specified by law must be carried out exclusively in the Formal Exchange
Market, which is made up of the banks and other entities authorized by the Central Bank of
Chile. All payments and distributions with respect to the ADSs must be conducted
exclusively in the Formal Exchange Market.

For
purposes of the operation of the Formal Exchange Market, the Central Bank of Chile sets a
reference exchange rate (dólar acuerdo). The Central Bank of Chile resets
the reference exchange rate monthly, taking internal and external inflation into account,
and adjusts the reference exchange rate daily to reflect variations in parities between
the Chilean peso, the U.S. dollar, the Japanese yen and the European euro.

The
observed exchange rate is the average exchange rate at which transactions were actually
carried out in the Formal Exchange Market on a particular day, as certified by the Central
Bank of Chile on the next banking day.

Prior
to September 3, 1999, the Central Bank of Chile was authorized to buy or sell dollars in
the Formal Exchange Market to maintain the observed exchange rate within a specified range
above or below the reference exchange rate. On September 3, 1999, the Central Bank of
Chile eliminated the exchange band. As a result, the Central Bank of Chile may buy and
sell foreign exchange in the Formal Exchange Market in order to maintain the observed
exchange rate at a level the Central Bank of Chile determines.

Purchases
and sales of foreign exchange may be effected outside the Formal Exchange Market through
the Informal Exchange Market, (Mercado Cambiario Informal) established by the
Central Bank in 1990. There are no limits on the extent to which the rate of exchange in
the Informal Exchange Market can fluctuate above or below the observed exchange rate.

Although
our results of operations have not been significantly affected by fluctuations in the
exchange rates between the peso and the U.S. dollar because our functional currency is the
U.S. dollar, we are exposed to foreign exchange losses and gains due to exchange rate
fluctuations. Even though the majority of our revenues are denominated in or pegged to the
U.S. dollar, the Chilean governments economic policies affecting foreign exchange
and future fluctuations in the value of the peso against the U.S. dollar could adversely
affect our results of operations and an investors return on an investment in ADSs.

# Chilean Taxation

The
following discussion relates to Chilean income tax laws presently in force, including
Ruling No. 324 of January 29, 1990 of the Chilean Internal Revenue Service and other
applicable regulations and rulings in effect on the date of this prospectus, all of which
are subject to change. The discussion summarizes the principal Chilean income tax
consequences of an investment in the ADSs or common shares by a person who is neither
domiciled in, nor a resident of, Chile or by a legal entity that is not organized under
the laws of Chile and does not have a permanent establishment located in Chile (such an
individual or entity is referred to herein as a Foreign Holder). For purposes of Chilean
tax law, an individual holder is a resident of Chile if such person has resided in Chile
for more than six consecutive months in one calendar year or for a total of six months,
whether consecutive or not, in two consecutive tax years. The discussion is not intended
as tax advice to any particular investor, which can be rendered only in light of that
investors particular tax situation. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX
ADVISERS ABOUT THE CHILEAN TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF ADSs OR SHARES.

Under
Chilean law, provisions contained in statutes such as tax rates applicable to foreign
investors, the computation of taxable income for Chilean purposes and the manner in which
Chilean taxes are imposed and collected may only be amended by another statute. In
addition, the Chilean tax authorities enact rulings and regulations of either general or
specific application and interpret the provisions of Chilean tax law. Chilean tax may not
be assessed retroactively against taxpayers who act in good faith relying on such rulings,
regulations and interpretations, but Chilean tax authorities may change these rulings,
regulations and interpretations prospectively. There is no income tax treaty in force
between Chile and the United States.

Cash
Dividends and Other Distributions.

Cash
dividends we pay with respect to the ADSs or common shares held by a Foreign Holder will
be subject to a 35% Chilean withholding tax, which we withhold and pay over to the Chilean
tax authorities and which we refer to as the Withholding Tax. A credit against the
Withholding Tax is available based on the level of corporate income tax we actually pay on
the income to be distributed (referred to herein as the First Category Tax); however, this
credit does not reduce the Withholding Tax on a one-for-one basis because it also
increases the base on which the Withholding Tax is imposed. If we register net income but
taxable losses, no credit against the Withholding Tax will be available. In addition, if
we distribute less than all of our distributable income, the credit for First Category Tax
we pay is proportionately reduced. Presently, the First Category Tax rate is 17%. In
general, the example below illustrates the effective Chilean Withholding Tax burden on a
cash dividend received by a Foreign Holder, assuming a Withholding Tax rate of 35%, an
effective First Category Tax rate of 17% the actual payment of such First Category Tax at
that 17% rate and a distribution of 30% of the consolidated net income of the Company
after payment of the First Category Tax:

|The Company's taxable income                                                             |  | 100.00
|---------------------------------------------------------------------------------------- |  | ------
|First Category Tax (17% of Ch$100)                                                       |  | (17)  
|Net distributable income                                                                 |  | 83.00 
|Dividend distributed (30% of net distributable income)                                   |  | 24.9  
|Withholding Tax (35% of the sum of Ch$24.9 dividend plus Ch$5.1 First Category Tax paid) |  | (10.5)
|Credit for 30% of First Category Tax                                                     |  | 5.1   
|Net tax withheld                                                                         |  | (5.4) 
|Net dividend received                                                                    |  | 19.5  
|Effective dividend withholding rate                                                      |  | 21.69%

(Withholding Tax
rate)  (First Category Tax effective rate)1  (First
Category Tax effective rate)

Under
Chilean income tax law, dividends generally are assumed to have been paid out of our
oldest retained profits for purposes of determining the level of First Category Tax that
we paid. The effective rate of Withholding Tax to be imposed on dividends we pay will vary
depending upon the amount of First Category Tax we paid on the earnings to which the
dividends are attributed. The effective withholding tax rate for dividends attributed to
earnings from 1991 until 2001, for which the First Category Tax rate was 15%, will be
23.5%. For 2002, the First Category Tax rate was 16.0%, which results in an effective rate
of 22.62%. In 2003, the First Category Tax rate was 16.5%, which results in an effective
rate of 22.16%, and from 2004 onwards, the First Category Tax rate is 17%, which results
in an effective rate of Withholding Tax of 21.69%.

For
dividends attributable to our profits during years when the First Category Tax was 10%
(before 1991), the effective rate will be 27.8%. However, whether the First Category Tax
is 10%, 15%, 16%, 16.5% or 17%, the effective overall combined tax rate imposed on our
distributed profits will be 35%. In the event that profits from previous years are not
sufficient to cover a particular dividend, and the dividend is attributable to the current
year, we will generally withhold tax from the dividend at the full 35% rate. If the
withholding is determined to be excessive taking into account First Category Tax, holders
may file for a refund.

Dividend
distributions made in property would be subject to the same Chilean tax rules as cash
dividends based on the fair market value of such property. Stock dividends and the
distribution of preemptive rights are not subject to Chilean taxation.

*Capital Gains*

Gain
from the sale or other disposition by a Foreign Holder of ADRs evidencing ADSs outside
Chile will not be subject to Chilean taxation. The deposit and withdrawal of common shares
in exchange for ADRs will not be subject to any Chilean taxes.

Gain
recognized on a sale or exchange of common shares (as distinguished from sales or
exchanges of ADRs evidencing ADSs representing such common shares) may be subject to both
the First Category Tax and the Withholding Tax (the former being creditable against the
latter) if:

| |  | the Foreign Holder has held the common shares for less than one year since exchanging ADSs for the Shares;                                
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Foreign Holder acquired and disposed of the common shares in the ordinary course of its business or as a habitual trader of shares; or

| |  | the Foreign Holder and the purchaser of the common shares are related parties within the meaning of Article 17, Number 8, of the Chilean Income Tax Law.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

In
all other cases, gain on the disposition of common shares will be subject only to a
capital gains tax which is assessed at the same rate as the First Category Tax (currently
imposed at a rate of 17%). Gain recognized in the transfer of common shares that have a
high presence in the stock exchange, however, is not subject to capital gains tax in
Chile, provided that the common shares are transferred in a local stock exchange, in other
authorized stock exchanges or within the process of a public tender of common shares
governed by the Securities Market Law. The common shares must also have been acquired
either in a stock exchange, within the process of a public tender of common shares
governed by the Securities Market Law, in an initial public offer of common shares
resulting from the formation of a corporation or a capital increase of the same, or in an
exchange of convertible bonds. Shares are considered to have a high presence in the stock
exchange when they:

| |  | are registered in the Securities Registry;      
|- |  | ------------------------------------------------
| |  | are registered in a Chilean Stock exchange; and 
| |  | have an adjusted presence equal to or above 25%.

To
calculate the adjusted presence of a particular share, the aforementioned regulation first
requires a determination of the number of days in which the operations regarding the stock
exceeded, in Chilean pesos, the equivalent of 200 Unidades de Fomento (approximately
US$5,400 as of March 31, 2004) within the previous 180 business days of the stock market.
That number must then be divided by 180, multiplied by 100, and expressed in a percentage
value. This tax regime does not apply if the transaction involves an amount of shares that
would allow the acquirer to take control of the publicly traded corporation, in which case
the ordinary tax regime referred to in the previous paragraph will apply, unless the
transfer is part of a tender offer governed by the Securities Market Law or the transfer
is done on a Chilean stock exchange, without substantially exceeding the market price.

Capital
gains obtained in the sale of shares that are publicly traded and have a high presence in
a stock exchange are also exempt from capital gains tax in Chile when the sale is made by
foreign institutional investors such as mutual funds and pension funds,
provided that the sale is made in a stock exchange or in accordance with the provisions of
the Securities Market Law, or in any other form authorized by the SVS. To qualify as a
foreign institutional investor, an entity must be formed outside of Chile, not have a
domicile in Chile, and must be at least one of the following:

| |  | an investment fund that offers its common shares or quotas publicly in a country with
investment grade public debt, according to a classification performed by an international
risk classification entity registered with the SVS;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | an investment fund registered with a regulatory agency or authority from a country with
investment grade public debt, according to a classification performed by an international
risk classification entity registered with the SVS, provided that its investments in Chile
constitute less than 30% of the share value of the fund, including deeds issued abroad
representing Chilean securities, such as ADRs of Chilean companies;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | an investment fund whose investments in Chile represent less than 30% of the share value of the fund, including deeds issued abroad representing Chilean securities, such as ADRs of Chilean companies, provided that not more than 10% of the share value of the fund is directly or indirectly owned by Chilean residents;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a pension fund that is formed
exclusively by natural persons that receive pensions out of an accumulated capital in the
fund;                                                                                                                                                                                               
| |  | a Foreign Capital Investment Fund, as defined in Law No. 18,657; or                                                                                                                                                                                                                                                         
| |  | any other
foreign institutional investor that complies with the requirements set forth in general
regulations for each category
of investor or prior information from the SVS and the Chilean tax authority, the
    Servicio de Impuestos Internos, or the SII.                                                            

The
foreign institutional investor must not directly or indirectly participate in the control
of the corporations issuing the shares it invests in, nor possess or participate in 10% or
more of the capital or the profits of such corporations.

Another
requirement for the exemption is that the foreign institutional investor must execute a
written contract with a bank or a stock broker incorporated in Chile. In this contract,
the bank or stock broker must undertake to execute purchase and sale orders, verify the
applicability of the tax exemption and inform the SII of the investors it works with and
the transactions it performs. Finally, the foreign institutional investor must register
with the SII by means of a sworn statement issued by such bank or stock broker.

The
tax basis of common shares received in exchange for ADRs will be the acquisition value of
the common shares on the date of exchange. The valuation procedure set forth in the
deposit agreement, which values common shares which are being exchanged at the highest
price at which they trade on the Santiago Stock Exchange on the date of the exchange, will
determine the acquisition value for this purpose. Consequently, the surrender of ADRs for
common shares and the immediate sale of the common shares for the value established under
the Deposit Agreement will not generate a capital gain subject to taxation in Chile.

The
exercise of preemptive rights relating to the common shares will not be subject to Chilean
taxation. Any gain on the sale of preemptive rights relating to the common shares will be
subject to both the First Category Tax and the Withholding Tax (the former being
creditable against the latter).

Other
Chilean Taxes

There
are no Chilean inheritance, gift or succession taxes applicable to the ownership, transfer
or disposition of ADSs by a Foreign Holder, but such taxes generally will apply to the
transfer at death or by gift of the common shares by a Foreign Holder. There are no
Chilean stamp, issue, registration or similar taxes or duties payable by Foreign Holders
of ADSs or common shares.

Withholding
Tax Certificates

Upon
request, we will provide to Foreign Holders appropriate documentation evidencing the
payment of the Chilean Withholding Tax (net of the applicable First Category Tax).

# United States Federal
Income Tax Considerations

The
following is a summary of the material U.S. federal income tax considerations that are
likely to be relevant to the purchase, ownership and disposition of our common shares and
ADSs by a beneficial owner that is a citizen or resident of the United States or a U.S.
domestic corporation or that otherwise will be subject to U.S. federal income taxation on
a net income basis in respect of such common shares or ADSs. In this prospectus, we refer
to these owners of common shares and ADSs as U.S. Holders. This summary is not a
comprehensive discussion of all of the tax considerations that may be relevant to your
decision to purchase ADSs or common shares. In particular, this discussion is directed
only to U.S. Holders that will hold ADSs or common shares as capital assets and it does
not address any special United States tax consequences that may be applicable to U.S.
Holders that are subject to special treatment under the United States Internal Revenue
Code of 1986, as amended, commonly referred to as the Code, such as dealers in securities
or currencies, traders in securities electing to mark to market, financial institutions,
life insurance companies, tax exempt entities, holders of 10 percent or more of our voting
common shares, persons holding common shares or ADSs as part of a hedging or conversion
transaction or a straddle or persons whose functional currency is not the U.S. dollar.
Prospective purchasers are advised to satisfy themselves as to the overall U.S. federal,
state and local tax consequences of their ownership of ADRs and the underlying common
shares by consulting their own tax advisors.

The
statements of United States tax laws set out below are based on the laws in force as of
the date this prospectus was filed and may be subject to changes in United States law
occurring after that date, including changes that may have retroactive effect.

ADRs

In
general, if you are a U.S. Holder of ADRs evidencing our ADSs, you will be treated, for
U.S. federal income tax purposes, as the beneficial owner of the underlying common shares
that are represented by those ADSs and evidenced by those ADRs.

Taxation
of Dividends

If
you are a U.S. Holder, distributions of cash or property (other than common stock, if any,
distributed pro rata to all of our shareholders, including holders of ADSs) paid out of
our current or accumulated earnings and our profits (as determined for United States
federal income tax purposes) with respect to common shares or ADSs, including the net
amount of the Chilean Withholding Tax withheld on the distribution (after taking into
account the credit for the First Category Tax), will be includible in your gross income as
ordinary income on the day on which you receive the dividends, in the case of common
shares, or the date the depositary receives the dividends, in the case of common shares
represented by ADSs, and will not be eligible for the dividends received deduction allowed
to corporations under the Code. If you are a U.S. Holder, dividends paid in pesos
generally will be includible in your income in a U.S. dollar amount calculated by
reference to the exchange rate in effect on the day you receive the dividends, in the case
of common shares, or the date the depositary receives the dividends, in the case of common
shares represented by ADSs. U.S. Holders should consult their own tax advisors regarding
the treatment of foreign currency gain or loss, if any, on any pesos received which are
converted into U.S. dollars after they are received. To the extent that the amount of any
distribution exceeds our current and accumulated earnings and profits as determined for
U.S. federal income tax purposes, a U.S. Holders pro rata share of such excess
amounts will be treated first as a nontaxable return of capital to the extent of such U.S.
Holders tax basis in the common shares or ADSs and, thereafter, as capital gain.

Subject
to certain exceptions for short-term (60 days or less) and hedged positions, the U.S.
dollar amount of dividends received by an individual prior to January 1, 2009 with respect
to the ADSs will be subject to taxation at a maximum rate of 15% if the dividends are
qualified dividends. Dividends paid on the ADSs will be treated as qualified
dividends if:

| |  | the ADSs are readily tradable on an established securities market in the United States; and                                                                                                                                                                           
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | we were not, in the year prior to the year in which the dividend was paid, and are not, in
the year in which the dividend is paid, a passive foreign investment company (or PFIC),
foreign personal holding company (or FPHC), or foreign investment company (or FIC).

In
addition, the Internal Revenue Service, or IRS, is expected to issue certification
procedures in 2004 whereby a non-U.S. corporation will have to certify as to the
eligibility of its dividends for the reduced U.S. federal income tax rate. The ADSs are
listed on the New York Stock Exchange, and will qualify as readily tradable on an
established securities market in the United States so long as they are so listed.
Moreover, based on our audited financial statements and relevant market and shareholder
data, we believe that we were not treated as a PFIC, FPHC or FIC for U.S. federal income
tax purposes with respect to our 2003 taxable year. In addition, based on our audited
financial statements and our current expectations regarding the value and nature of our
assets, the sources and nature of our income, and relevant market and shareholder data, we
do not anticipate becoming a PFIC, FPHC or FIC for our 2004 taxable year. Therefore, this
disclosure assumes that we are not a PFIC, FPHC or FIC. Based on existing guidance, it is
not clear whether dividends received with respect to the common shares will be treated as
qualified dividends, because the common shares are not themselves listed on a U.S.
exchange. Holders should consult their own tax advisers regarding the availability of the
reduced dividend tax rate in the light of their own particular circumstances.

Subject
to generally applicable limitations and conditions under the Code, Chilean Withholding Tax
withheld from dividends (after taking into account the credit for the First Category Tax,
when it is available) will be treated as a foreign income tax eligible for credit against
a U.S. Holders U.S. federal income tax liability. If the amount of Chilean
Withholding Tax initially withheld from a dividend is determined to be excessive, however
(as described above under TaxationChilean TaxationDividends and Other
Distributions), the excess tax will not be creditable. For purposes of calculating the
foreign tax credit, dividends paid on the common shares will generally constitute foreign
source passive income or, in the case of certain U.S. Holders, financial
services income. U.S. Holders are not allowed foreign tax credits for withholding
taxes imposed in respect of certain short-term or hedged positions in securities or in
respect of arrangements in which their expected economic profit is insubstantial. U.S.
Holders should consult their own advisors concerning the implications of these rules in
light of their particular circumstances.

U.S. Holders that receive distributions of additional common shares or rights to
          subscribe for common shares as part of a pro rata distribution to all our
          shareholders generally will not be subject to U.S. federal income tax in respect
          of the distributions.

A
holder of ADSs or common shares that is a foreign corporation or a non-resident alien
individual generally will not be subject to U.S. federal income or withholding tax on
dividends received on ADSs or common shares, unless that income is effectively connected
with the conduct by the Non-U.S. Holder of a trade or business in the United States.

Taxation
of Capital Gains or Losses

If
you realize gain or loss on the sale, exchange or other disposition of ADSs or common
shares, that gain or loss will be capital gain or loss and generally will be long-term
capital gain or loss if the ADS or common shares have been held for more than one year.
Long-term capital gain realized by a U.S. Holder that is an individual generally is
subject to a reduced tax rate. The deductibility of capital losses is subject to
significant limitations.

Any
gain or loss a U.S. Holder realizes on such a sale, exchange, or other disposition will
generally be treated as U.S. source income or loss for U.S. foreign tax credit purposes.
Consequently, in the case of a disposition of common shares (which, unlike a disposition
of ADSs, would be taxable in Chile), a U.S. Holder generally would not be able to utilize
foreign tax credits in respect of any Chilean tax imposed on the disposition (see
Taxation  Chilean Taxation  Capital Gains) unless the U.S. Holder has
other income from foreign sources, in the appropriate category, for purposes of the
foreign tax credit limitation rules. U.S. Holders should consult their own tax advisors
regarding the application of the foreign tax credit limitation rules to their investment
in, and disposition of, the ADSs and common shares.

Deposits
and withdrawals of common shares by U.S. Holders in exchange for ADSs will not result in
the realization of gain or loss for U.S. federal income tax purposes.

A
holder of ADSs or common shares that is a foreign corporation or a non-resident alien
individual generally will not be subject to U.S. federal income tax on a gain from the
sale or other disposition of ADSs or common shares unless:

| |  | the gain is effectively connected with the conduct of a trade or business within the United States, or                                                                                                               
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | in the case of a gain realized by a holder that is an individual, the holder is present in
the United States for 183 days or more in the taxable year of the disposition, and certain
other conditions are satisfied.

Backup
Withholding and Information Reporting

Dividends
paid on, and proceeds from the sale or other disposition of, the ADSs or common shares to
a U.S. Holder generally may be subject to the information reporting requirements of the
Code and may be subject to backup withholding unless the U.S. Holder provides an accurate
taxpayer identification number and makes any other required certification or otherwise
establishes an exemption. Backup withholding is not an additional tax. The amount of any
backup withholding from a payment to a U.S. Holder will be allowed as a credit against the
U.S. Holders U.S. federal income tax liability and may entitle the U.S. Holder to a
refund, provided that certain required information is furnished to the IRS.

A
holder that is a foreign corporation or a non-resident alien individual may be required to
comply with certification and identification procedures in order to establish its
exemption from information reporting and backup withholding.

HOLDERS
OF ADSs OR COMMON SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE CHILEAN, U.S. OR
OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF ADSs OR COMMON
SHARES, INCLUDING, IN PARTICULAR, THE EFFECT OF ANY FOREIGN, STATE OR LOCAL TAX LAWS.

# Documents on Display

We
are subject to the information requirements of the Securities Exchange Act of 1934, as
amended. In accordance with these requirements, we file reports, including annual reports
on Form 20-F and other information with the SEC. These materials, including this annual
report and the exhibits hereto, may be inspected and copied at the SECs public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms. In
addition, some of our SEC filings, including those filed on and after November 4, 2002,
are also available to the public through the SECs website at www.sec.gov.

---

# PART III

# 

| |  | **ITEM 19.** |  | **EXHIBITS**
| |  | ------------ |  | ------------

| |  |  |  | Documents filed as exhibits to this amended annual report:
| |  |  |  | ----------------------------------------------------------

| |  | 1.1 |  | By-laws of Lan Chile (together with an English translation) (incorporated by reference to
Exhibit 1.1 to our annual report on Form 20-F, File No. 001-14728, for the fiscal year
ended December 31, 2001).
| |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 2.1 |  | Amended and Restated Deposit Agreement, dated as of March 25, 2003, among LanChile, The
Bank of New York, as depositary, and Owners and Beneficial Owners of American Depositary
Receipts.
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 2.2 |  | Foreign Investment Contract, dated November 1, 1997, among the Central Bank of Chile,
LanChile and Citibank, N.A., as depositary, relating to the foreign exchange treatment of
holders of ADSs.
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 2.3 |  | Foreign Investment Contract Assignment Agreement, dated as of April 17, 2003, among the
Central Bank of Chile, LanChile, Citibank N.A., as assignor, and The Bank of New York, as
assignee, relating to the foreign exchange treatment of holders of ADSs.
| |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 2.4 |  | Right of First Refusal Agreement, dated as of December 14, 2000, among Inversiones Santa
Cecilia S.A., Bancard S.A., Inversiones Costa Verde, S.A., Inmobiliaria e Inversiones
Asturias S.A., Inversiones Aéreas CGP DOS S.A.
| |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.1 |  | Purchase Agreements between Lan Chile S.A. and Airbus Industrie, dated March 1998 and August 1999, relating to Airbus A320-family aircraft and Airbus A340 series aircraft.+ *
| |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.2 |  | Purchase Agreement No. 2126 between Lan Chile S.A. and The Boeing Company, dated as of January 30, 1998, as amended and supplemented, relating to Model 767-316ER, Model 767-38EF, and Model 767-316F Aircraft.*
| |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 8.1 |  | List of Significant Subsidiaries.
| |  | --- |  | ---------------------------------

| |  | 12.1 |  | Officer Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| |  | ---- |  | ---------------------------------------------------------------------------------

| |  | 12.2 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| |  | ---- |  | ---------------------------------------------------------------------------------------------------

| |  | 12.3 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| |  | ---- |  | ---------------------------------------------------------------------------------------------------

+ Incorporated by reference to our annual report on Form 20-F, File No. 000-14728, for the fiscal year ended December 31, 2000 and our annual report on Form 20-F, File No. 000-14728, for the fiscal year ended December 31, 2000.

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Such omitted portions have been filed separately with the SEC.



---

# 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 amended annual report on its behalf.

|                        |  | Lan Airlines S.A.                                                                                                                        
|----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|                        |  |                                                                                                                                          
|                        |  | /s/ ALEJANDRO DE LA FUENTE GOIC                                                                                                          
|                        |  | Name: Alejandro de la Fuente Goic
                                                                         Title: Chief Financial Officer
|Date: December 21, 2004 |  |                                                                                                                                          





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