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|  ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|------------------------------------------------------------------------------------------------|

| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 |
|---|----------------------------------------------------------------------------------------------------------------------------------|

|  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|------------------------------------------------------------------------------------------|

|  ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|---------------------------------------------------------------------------------------------|

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| Title of Each Class:                    |   | Name of Each Exchange On Which Registered |
|-----------------------------------------|--------|-------------------------------------------|
| Class A Common Stock, without par value |   | New York Stock Exchange                   |

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| Large Accelerated Filer x | Accelerated Filer  ̈ | Non-accelerated Filer  ̈ |
|---------------------------|--------------------------|------------------------------|

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| 3.1**          | English translation of the Articles of Incorporation (Pacto Social) of the Registrant                                                                                                                                                                                                   |
|----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |                                                                                                                                                                                                                                                                                    |
| 10.1**†  | Aircraft Lease Agreement, dated as of October 1, 1998, between First Security Bank and Compañía Panameña de Aviación, S.A., in respect of Boeing Model 737-71Q Aircraft, Serial No. 29047                                                                           |
|           |                                                                                                                                                                                                                                                                                    |
| 10.2**†  | Letter Agreement dated as of November 6, 1998 amending Aircraft Lease Agreement, dated October 1, 1998, between First Security Bank and Compañía Panameña de Aviación, S.A., in respect of One Boeing Model 737-71Q Aircraft, Manufacturer’s Serial No. 29047 |
|           |                                                                                                                                                                                                                                                                                    |
| 10.3**†  | Aircraft Lease Amendment Agreement dated as of May 21, 2004 to Aircraft Lease Agreement, dated October 1, 1998, between Wells Fargo Bank Northwest, N.A. and Compañía Panameña de Aviación, S.A., in respect of Boeing Model 737-71Q Aircraft, Serial No. 29047     |
|           |                                                                                                                                                                                                                                                                                    |
| 10.4**†  | Aircraft Lease Agreement, dated as of October 1, 1998, between First Security Bank and Compañía Panameña de Aviación, S.A., in respect of Boeing Model 737-71Q Aircraft, Serial No. 29048                                                                           |
|           |                                                                                                                                                                                                                                                                                    |
| 10.5**†  | Letter Agreement dated as of November 6, 1998 amending Aircraft Lease Agreement, dated as of October 1, 1998, between First Security Bank and Compañía Panameña de Aviación, S.A., in respect of Boeing Model 737-71Q Aircraft, Serial No. 29048                    |
|           |                                                                                                                                                                                                                                                                                    |
| 10.6**†  | Aircraft Lease Amendment Agreement dated as of May 21, 2003 to Aircraft Lease Agreement, dated October 1, 1998, between Wells Fargo Bank Northwest, N.A. and Compañía Panameña de Aviación, S.A., in respect of Boeing Model 737-71Q Aircraft, Serial No. 29048     |
|           |                                                                                                                                                                                                                                                                                    |
| 10.7**†  | Aircraft Lease Agreement, dated as of November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 28607                                                                          |
|           |                                                                                                                                                                                                                                                                                    |
| 10.8**†  | Letter Agreement No. 1 dated as of November 18, 1998 to Aircraft Lease Agreement, dated November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 28607                        |
|           |                                                                                                                                                                                                                                                                                    |
| 10.9**†  | Letter Agreement No. 2 dated as of March 8, 1999 to Aircraft Lease Agreement, dated November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 28607                            |
|           |                                                                                                                                                                                                                                                                                    |
| 10.10**† | Lease Extension and Amendment Agreement dated as of April 30, 2003, to Aircraft Lease Agreement, dated November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-7V3 Aircraft, Serial No. 28607         |
|           |                                                                                                                                                                                                                                                                                    |
| 10.11**† | Aircraft Lease Agreement, dated as of November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 30049                                                                          |
|           |                                                                                                                                                                                                                                                                                    |
| 10.12**† | Letter Agreement No. 1 dated as of November 18, 1998 to Aircraft Lease Agreement, dated November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 30049                        |
|           |                                                                                                                                                                                                                                                                                    |
| 10.13**† | Letter Agreement No. 2 dated as of March 8, 1999 to Aircraft Lease Agreement, dated November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-700 Aircraft, Serial No. 30049                            |
|           |                                                                                                                                                                                                                                                                                    |
| 10.14**† | Lease Extension and Amendment Agreement dated as of April 30, 2003, to Aircraft Lease Agreement, dated November 18, 1998, between Aviation Financial Services Inc. and Compañía Panameña de Aviación, S.A., Boeing Model 737-7V3 Aircraft, Serial No. 30049         |

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| 10.15**† | Aircraft Lease Agreement, dated as of November 30, 2003, between International Lease Finance Corporation and Compañía Panameña de Aviación, S.A., New B737-700 or 800, Serial No. 30676            |
|----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |                                                                                                                                                                                                                   |
| 10.16**† | Aircraft Lease Agreement, dated as of March 4, 2004, between International Lease Finance Corporation and Compañía Panameña de Aviación, S.A., New B737-700 or 800, Serial No. 32800                |
|           |                                                                                                                                                                                                                   |
| 10.17**† | Aircraft Lease Agreement dated as of December 23, 2004, between Wells Fargo Bank Northwest, N.A. and Compañía Panameña de Aviación, S.A., in respect of Boeing B737-800 Aircraft, Serial No. 29670 |
|           |                                                                                                                                                                                                                   |
| 10.18**† | Embraer 190LR Purchase Agreement DCT-006/2003 dated as of May 2003 between Embraer— Empresa Brasileira de Aeronáutica S.A. and Regional Aircraft Holdings Ltd.                                              |
|           |                                                                                                                                                                                                                   |
| 10.19**† | Letter Agreement DCT-007/2003 between Embraer—Empresa Brasileira de Aeronáutica S.A. and Regional Aircraft Holdings Ltd., relating to Purchase Agreement DCT-006/2003                                       |
|           |                                                                                                                                                                                                                   |
| 10.20**† | Letter Agreement DCT-008/2003 between Embraer—Empresa Brasileira de Aeronáutica S.A. and Regional Aircraft Holdings Ltd., relating to Purchase Agreement DCT-006/2003                                       |
|           |                                                                                                                                                                                                                   |
| 10.21**† | Aircraft General Terms Agreement, dated November 25, 1998, between The Boeing Company and Copa Holdings, S.A.                                                                                                          |
|           |                                                                                                                                                                                                                   |
| 10.22**† | Purchase Agreement Number 2191, dated November 25, 1998, between The Boeing Company and Copa Holdings, S.A., Inc. relating to Boeing Model 737-7V3 & 737-8V3 Aircraft                                              |
|           |                                                                                                                                                                                                                   |
| 10.23**† | Supplemental Agreement No. 1 dated as of June 29, 2001 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A.                                                                            |
|           |                                                                                                                                                                                                                   |
| 10.24**† | Supplemental Agreement No. 2 dated as of December 21, 2001 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A.                                                                        |
|           |                                                                                                                                                                                                                   |
| 10.25**† | Supplemental Agreement No. 3 dated as of June 14, 2002 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A.                                                                            |
|           |                                                                                                                                                                                                                   |
| 10.26**† | Supplemental Agreement No. 4 dated as of December 20, 2002 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A.                                                                        |
|           |                                                                                                                                                                                                                   |
| 10.27**† | Supplemental Agreement No. 5 dated as of October 31, 2003 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A.                                                                         |
|           |                                                                                                                                                                                                                   |
| 10.28**† | Supplemental Agreement No. 6 dated as of September 9, 2004 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A.                                                                        |
|           |                                                                                                                                                                                                                   |
| 10.29**† | Supplemental Agreement No. 7 dated as of December 9, 2004 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A.                                                                         |
|           |                                                                                                                                                                                                                   |
| 10.30**† | Supplemental Agreement No. 8 dated as of April 15, 2005 to Purchase Agreement Number 2191 between The Boeing Company and Copa Holdings, S.A.                                                                           |
|           |                                                                                                                                                                                                                   |
| 10.31**† | Maintenance Cost per Hour Engine Service Agreement, dated March 5, 2003, between G.E. Engine Services, Inc. and Copa Holdings, S.A.                                                                                    |
|           |                                                                                                                                                                                                                   |
| 10.32**† | English translation of Aviation Fuel Supply Agreement, dated July 18, 2005, between Petróleos Delta, S.A. and Compañía Panameña de Aviación, S.A.                                             |
|           |                                                                                                                                                                                                                   |
| 10.33**        | Form of Amended and Restated Alliance Agreement between Continental Airlines, Inc. and Compañía Panameña de Aviación, S.A.                                                                         |
|           |                                                                                                                                                                                                                   |
| 10.34**        | Form of Amended and Restated Services Agreement between Continental Airlines, Inc. and Compañía Panameña de Aviación, S.A.                                                                         |
|           |                                                                                                                                                                                                                   |
| 10.35*         | Form of Second Amended and Restated Shareholders’ Agreement among Copa Holdings, S.A., Corporación de Inversiones Aéreas, S.A. and Continental Airlines, Inc.                                          |

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| 10.36**          | Form of Guaranteed Loan Agreement                                                                                                                                                                                                                                                             |
|------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |                                                                                                                                                                                                                                                                                          |
| 10.37*           | Form of Amended and Restated Registration Rights Agreement among Copa Holdings, S.A., Corporación de Inversiones Aéreas, S.A. and Continental Airlines, Inc.                                                                                                                        |
|             |                                                                                                                                                                                                                                                                                          |
| 10.38**          | Form of Copa Holdings, S.A. 2005 Stock Incentive Plan                                                                                                                                                                                                                                         |
|             |                                                                                                                                                                                                                                                                                          |
| 10.39**          | Form of Copa Holdings, S.A. Restricted Stock Award Agreement                                                                                                                                                                                                                                  |
|             |                                                                                                                                                                                                                                                                                          |
| 10.40**          | Form of Indemnification Agreement with the Registrant’s directors                                                                                                                                                                                                                       |
|             |                                                                                                                                                                                                                                                                                          |
| 10.41**          | Form of Amended and Restated Trademark License Agreement between Continental Airlines, Inc. and Compañia Panameña de Aviación, S.A.                                                                                                                                            |
|             |                                                                                                                                                                                                                                                                                          |
| 10.42*†    | Embraer 190 Purchase Agreement COM 0028-06 dated February 2006 between Embraer—Empresa Brasileira de Aeronáutica S.A. and Copa Holdings, S.A. relating to Embraer 190LR aircraft                                                                                                   |
|             |                                                                                                                                                                                                                                                                                          |
| 10.43*†    | Letter Agreement COM 0029-06 to the Embraer Agreement dated February 2006 between Embraer—Empresa Brasileira de Aeronáutica S.A. and Copa Holdings, S.A. relating to Embraer 190LR aircraft                                                                                        |
|             |                                                                                                                                                                                                                                                                                          |
| 10.44(a)*† | Supplemental Agreement No. 9 dated as of March 16, 2006 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A.                                                                                                               |
|             |                                                                                                                                                                                                                                                                                          |
| 10.45(a)*† | Supplemental Agreement No. 10 dated as of May 8, 2006 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A.                                                                                                                 |
|             |                                                                                                                                                                                                                                                                                          |
| 10.44(b)†  | Supplemental Agreement No. 11 dated as of August 30, 2006 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A. (incorporated by reference to our annual report on Form 20-F (File No. 001-32696) filed on July 2, 2007).   |
|             |                                                                                                                                                                                                                                                                                          |
| 10.45(b)†  | Supplemental Agreement No. 12 dated as of February 26, 2007 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A. (incorporated by reference to our annual report on Form 20-F (File No. 001-32696) filed on July 2, 2007). |
|             |                                                                                                                                                                                                                                                                                          |
| 10.46†     | Supplemental Agreement No. 13 dated as of April 23, 2007 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A. (incorporated by reference to our annual report on Form 20-F (File No. 001-32696) filed on July 2, 2007).    |
|             |                                                                                                                                                                                                                                                                                          |
| 10.47†     | Supplemental Agreement No. 14 dated as of August 31, 2007 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A. (incorporated by reference to our annual report on Form 20-F (File No. 001-32696) filed on May 9, 2008).    |
|             |                                                                                                                                                                                                                                                                                          |
| 10.48†     | Supplemental Agreement No. 15 dated as of February 21, 2008 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A. (incorporated by reference to our annual report on Form 20-F (File No. 001-32696) filed on May 9, 2008).  |
|             |                                                                                                                                                                                                                                                                                          |
| 10.49†     | Supplemental Agreement No. 16 dated as of June 30, 2008 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A. (incorporated by reference to our annual report on Form 20-F (File No. 001-32696) filed on May 6, 2009).      |
|             |                                                                                                                                                                                                                                                                                          |
| 10.50†     | Supplemental Agreement No. 17 dated as of December 15, 2008 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A. (incorporated by reference to our annual report on Form 20-F (File No. 001-32696) filed on May 6, 2009).  |

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| 10.51†        | Supplemental Agreement No. 18 dated as of July 15, 2009 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A. (incorporated by reference to our annual report on Form 20-F (File No. 001-32696) filed on March 16, 2010).     |
|---------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |                                                                                                                                                                                                                                                                                            |
| 10.52†        | Supplemental Agreement No. 19 dated as of August 31, 2009 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A. (incorporated by reference to our annual report on Form 20-F (File No. 001-32696) filed on March 16, 2010).   |
|                |                                                                                                                                                                                                                                                                                            |
| 10.53†        | Supplemental Agreement No. 20 dated as of November 19, 2009 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A. (incorporated by reference to our annual report on Form 20-F (File No. 001-32696) filed on March 16, 2010). |
|                |                                                                                                                                                                                                                                                                                            |
| 10.54†† | Supplemental Agreement No. 21 dated as of May 28, 2010 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A                                                                                                                   |
|                |                                                                                                                                                                                                                                                                                            |
| 10.55†† | Supplemental Agreement No. 22 dated as of September 24, 2010 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A                                                                                                             |
|                |                                                                                                                                                                                                                                                                                            |
| 10.56†† | Supplemental Agreement No. 23 dated as of  October 26, 2010 to the Boeing Purchase Agreement Number 2191 dated November 25, 1998 between the Boeing Company and Copa Holdings, S.A                                                                                                    |
|                |                                                                                                                                                                                                                                                                                            |
| 12.1                | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                             |
|                |                                                                                                                                                                                                                                                                                            |
| 12.2                | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                             |
|                |                                                                                                                                                                                                                                                                                            |
| 13.1                | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                             |
|                |                                                                                                                                                                                                                                                                                            |
| 13.2                | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                             |
|                |                                                                                                                                                                                                                                                                                            |
| 21.1**              | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                  |

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| *              | Previously filed with the SEC as an exhibit and incorporated by reference from our Registration Statement on Form F-1, filed June 15, 2006, File No. 333-135031.                                                           |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |                                                                                                                                                                                                                       |
| **             | Previously filed with the SEC as an exhibit and incorporated by reference from our Registration Statement on Form F-1, filed November 28, 2005, as amended on December 1, 2005 and December 13, 2005, File No. 333-129967. |
|           |                                                                                                                                                                                                                       |
| †        | The Registrant was granted confidential treatment for portions of this exhibit.                                                                                                                                            |
|           |                                                                                                                                                                                                                       |
| †† | The Registrant has requested confidential treatment for portions of this exhibit.                                                                                                                                          |

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|                     |  COPA HOLDINGS, S.A. |
|--------------------------|---------------------------|
|                     |                      |
|           | By:                       | /s/ Pedro Heilbron |
|                     |                      | Name:  Pedro Heilbron |
|                     |                      | Title: Chief Executive Officer |
|                     |                      |   |
| Dated: December 21, 2011 |                      |   |

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