UNITED STATES SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON, D.C.
20549




FORM
20-F/A


(Amendment
No.1)




(Mark One)





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




OR





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




For the fiscal year ended December
31, 2008




OR





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




OR





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




Date
of event requiring this shell company report _____________


For the transition period
from _________ to




Commission file number
1-14660









(Exact
name of Registrant as specified in its charter)




CHINA
SOUTHERN AIRLINES COMPANY LIMITED




(Translation
of Registrant’s name into English)




THE
PEOPLE’S REPUBLIC OF CHINA




(Jurisdiction
of incorporation or organization)




278
JI CHANG ROAD


GUANGZHOU




PEOPLE’S
REPUBLIC OF CHINA, 510405




(Address
of principal executive offices)


Mr.
Xie Bing


Telephone:
+86 20 86124462,


E-mail:
ir@csair.com


Fax:
+86 20 86659040


Address:
278 JI CHANG ROAD


GUANGZHOU


PEOPLE’S
REPUBLIC OF CHINA, 510405





(Name, Telephone, E-mail
and/or Facsimile number and Address of Company Contact Person)





Securities
registered or to be registered pursuant to Section 12(b) of the
Act.


Title
      of each class
            
            Name
      of each exchange on which registeredOrdinary H Shares of par
      value
            
            New
      York Stock Exchange, Inc.RMB1.00
      per sharerepresented
      by AmericanDepositary
      Receipts




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




None




(Title of
Class)




(Title of
Class)


SEC
      1852 (05-06)
            
            Persons who respond to the
      collection of information contained in this form are not required to
      respond unless the form displays a currently valid OMB control
      number.




Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act.




None




(Title of
Class)




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.
4,800,000,000 ordinary A Shares of par value RMB1.00 per share and 1,761,267,000
ordinary H Shares of par value RMB1.00 per share were issued and outstanding as
of December 31, 2008.





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





o Yes þ No





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





o Yes þ No





Note —
Checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from
their obligations under those Sections.





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.





þ Yes oNo





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





Large
accelerated filerþAccelerated
fileroNon-accelerated
filer o







Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:







U.S.
      GAAP  ̈
              International
      Financial Reporting Standards þ
                as
      issued by the International Accounting
                Standards
      Board
              Other
       ̈




If
"Other" has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow.





oItem 17oItem
18





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





oYesþNo








EXPLANATORY
NOTE





This
Amendment No. 1 (the “Amendment No. 1”) to the registrant’s annual
report on Form 20-F for the fiscal year ended December 31, 2008 filed on
June 25, 2009 (the “Form 20-F”) is being filed solely to re-file
Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6 and Exhibit 4.7
originally attached to the Form 20-F.





Each of
Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6 and Exhibit 4.7 to this
Amendment No. 1 supersedes and replaces the corresponding exhibit filed
with the Form 20-F.





Save as
described above, this Amendment No. 1 does not, and does not purport to, amend,
update or restate the information contained in the Form 20-F or reflect any
event that has occurred after the filing of the Form 20-F. In addition, save as
described above, all the information contained in the Form 20-F remains
unchanged and reflects the disclosures made by the registrant as of the time
when the Form 20-F was filed with the SEC.








SIGNATURES





The
registrant hereby certifies that it meets all of the requirements for filing on
the Form 20-F/A and that it has duly caused and authorized the undersigned to
sign this Amendment No. 1 on its behalf.





CHINA
      SOUTHERN AIRLINES COMPANY LIMITED/s/
      Si Xian MinName:
      Si Xian MinTitle:
      Chairman of the Board of
Directors





Date:
December 8,  2009





PART
III





ITEM
19. EXHIBITS.


Index
to Exhibits





Exhibit No.
              
              Description of Exhibit1.1*
              
              Restated
      and Amended Articles of Association of China Southern Airlines Company
      Limited.4.1
              
              Form
      of Director’s Service Agreement (1)4.2
              
              Form
      of Non-Executive Director’s Service Agreement (2)4.3
              
              Airbus
      Aircraft Acquisition Agreement entered into by and between the Company and
      Airbus on July 16, 2007 *†4.4
              
              Xiamen
      Aircraft Acquisition Agreement entered into by and between Xiamen Airlines
      and Boeing on July 16, 2007 *†4.5
              
              Boeing
      Aircraft Acquisition Agreement entered into by and between the Company and
      Boeing on August 20, 2007 *†4.6
              
              Airbus
      Aircraft Acquisition Agreement entered into by and between the Company and
      Airbus on October 23, 2007 *†4.7
              
              Aircraft
      Acquisition Agreement entered into by and between Xiamen Airlines and
      Boeing on April 18, 2008 *†4.8*
              
              A
      Shares Subscription Agreement entered into by and between the Company and
      CSAHC on December 10, 20084.9*
              
              H
      Shares Subscription Agreement entered into by and between the Company and
      Nan Lung Holding Limited4.10*
              
              Trademark
      License Agreement entered into by and between the Company and CSAHC on May
      22, 19978.1*
              
              Subsidiaries
      of China Southern Airlines Company Limited11.1*
              
              Code
      of Ethics (included in Exhibit 4.1)12.1
              
              Section
      302 Certification of President †12.2
              
              Section
      302 Certification of Chief Financial Officer †13.1
              
              Section
      906 Certification of President †13.2
              
              Section
      906 Certification of Chief Financial Officer
†




*  Portions of
this document have been omitted pursuant to a confidential treatment request,
and the full, unredacted document has been separately submitted to the
Securities and Exchange Commission with a confidential treatment
request.





†  Filed
herewith





* Filed with our
Form 20-F (File No. 001-14660) for the year ended December 31, 2008 filed with
the Securities and Exchange Commission on June 25, 2009





(1)
Incorporated by reference to the Exhibit 4.1 to our Form 20-F (File No.
001-14660) for the year ended December 31, 2005 filed with the Securities and
Exchange Commission on June 30, 2006





(2)Incorporated by reference to the
Exhibit 4.2 to our Form 20-F (File No. 001-14660) for the year ended December
31, 2005 filed with the Securities and Exchange Commission on June 30,
2006