|As filed with the Securities and Exchange Commission on October 1, 2009
|-----------------------------------------------------------------------
|                                                                       

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549________________ FORM 20-F/A
Amendment No. 1________________

| |                                                                                               
| | ----------------------------------------------------------------------------------------------
| | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | OR                                                                                            
| | 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                                                                                            
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934      
| | OR                                                                                            
| | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   
| |                                                                                               

|                                        |                                         |                                        
|--------------------------------------- | --------------------------------------- | ---------------------------------------
|Commission file number 333-131938       | Commission file number 333-145838-02    | Commission file number 333-145838-01   
|                                       
|                                       
|TAM S.A.                                | TAM Capital Inc.                        | TAM Linhas Aéreas S.A.                 
|(Exact name of registrant as            | (Exact name of registrant as            | (Exact name of registrant as           
|specified in its charter)               | specified in its charter)               | specified in its charter)              
|                                       
|                                       
|Not applicable                          | Not applicable                          | TAM Airlines S.A.                      
|(Translation of registrant              | (Translation of registrant              | (Translation of registrant             
|name into English)                      | name into English)                      | name into English)                     
|                                       
|                                       
|The Federative Republic of Brazil       | Cayman Islands                          | The Federative Republic of Brazil      
|(State or other jurisdiction of         | (State or other jurisdiction of         | (State or other jurisdiction of        
|incorporation or organization)          | incorporation or organization)          | incorporation or organization)         
|                                       
|                                       
|4512                                    | 4512                                    | 4512                                   
|(Primary Standard Industrial            | (Primary Standard Industrial            | (Primary Standard Industrial           
|Classification Code Number)             | Classification Code Number)             | Classification Code Number)            
|                                       
|                                       
|Not applicable                          | Not applicable                          | Not applicable                         
|(I.R.S. Employer Identification Number) | (I.R.S. Employer Identification Number) | (I.R.S. Employer Identification Number)
|                                       
|                                        | Av. Jurandir, 856, Lote 4, 1° andar     |                                        
|                                        | 04072-000, São Paulo, SP                |                                        

Federative Republic of Brazil(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
|Preferred Shares issued by TAM S.A., without par value | New York Stock Exchange*                 
|American Depositary Shares (as evidenced by            | New York Stock Exchange                  
|American Depositary Receipts), each representing       |                                          
|one Preferred Share                                    |                                          

|* | Not for trading purposes, but only in connection with the trading on the New York Stock Exchange of American Depositary Shares representing those Preferred Shares.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

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:

TAM Capital Inc. U.S.$300,000,000 7.375% Senior 
Guaranteed Notes due 2017, unconditionally guaranteed by 
TAM S.A. and TAM Linhas Aéreas S.A.

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.

59,791,955 Common Shares 
90,793,192 Preferred Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  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.  Yes  No

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  No

Indicate  by check mark whether the registrant has submitted electronically and posted on  its corporate Web site, if any, every Interactive Data File required to be  submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter  period that the registrant was required to submit and post such files).  Yes  No

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.

|Large accelerated filer | Accelerated filer | Non-accelerated filer
|----------------------- | ----------------- | ---------------------

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

|U.S.  GAAP | IFRS | 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.  Item 17 Item 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).  Yes  No

---

##### 



EXPLANATORY NOTE

This Amendment No. 1 to our annual report on Form 20-F for the fiscal year ended December 31, 2008, which was originally filed with the U.S. Securities and Exchange Comission on June 30, 2009 (the "Original 2008 20-F"), is being filed solely for the purposes of addressing the following items:

  to provide the Rule 13a-14(a) certification of Mr. Líbano Miranda Barroso as Chief Financial Officer of TAM Linhas Aéreas S.A. (Exhibit 12.4); and

  to date, and include the conformed signatures of PricewaterhouseCoopers Auditores Independentes for, the consent of PricewaterhouseCoopers Auditores Independentes (Exhibit 15.2).

This Amendment No. 1 consists of a cover page, this explanatory note, the exhibit index, as amended to reflect the items above, the signature page, currently dated certifications by the Chief Executive Officer and the Chief Financial Officer pursuant to 17 CFR 240. 15D-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, that are attached to this Amendment No. 1 (as Exhibits 12.1 through 12.6 and 13.1 through 13.6, respectively) and the consent of PricewaterhouseCoopers Auditores Independentes (as Exhibit 15.2).

This Amendment should be read in conjunction with the Original 2008 20-F, which continues to speak as of the date that the Original 2008 20-F was filed. Except as specifically noted above, this Amendment does not modify or update any disclosures in the Original 2008 20-F. Accordingly, this Amendment does not reflect events occuring after the filing of the Original 2008 20-F or modify or update any disclosures that may have been affected by subsequent events, including the results of operations, financial condition, cash flows or any forward-looking statements made in the Original 2008 20-F.

---

##### 

|1.1 | By-laws of TAM S.A. (English translation), incorporated herein by reference from our fourth pre-effective amendment to our Registration Statement on Form F-1, filed February 17, 2006, File No. 333-131938.                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|1.2 | By-laws of TAM Linhas Aéreas S.A. (English translation), incorporated herein by reference from our second pre-effective amendment to our Registration Statement on Form F-4, filed October 29, 2007, File No. 1 333-145838-01.                                                                                                                                                                                                                
|   
|1.3 | By-laws of TAM Capital Inc. (English translation), incorporated herein by reference from our second pre-effective amendment to our Registration Statement on Form F-4, filed October 29, 2007, File No. 1 333-145838-02.                                                                                                                                                                                                                      
|   
|2.1 | Form of Deposit Agreement among TAM S.A., JPMorgan Chase Bank, N.A., as depositary, and the Holders from time to time of American Depositary Shares issued thereunder, including the form of American Depositary Receipts, incorporated herein by
reference from our sixth pre-effective amendment to our Registration Statement on Form F-1, filed March 2, 2006, File No. 333-131938.                                                       
|   
|2.2 | Indenture dated as of April 25, 2007 among TAM Capital Inc., Tam S.A., TAM Linhas Aéreas S.A., The Bank of New York and The Bank of New York (Luxembourg) S.A., incorporated herein by reference from our second pre-effective amendment to our
Registration Statement on Form F-4, File No. 333-131938.                                                                                                                                      
|   
|2.3 | Shareholders Agreement entered into by certain key shareholders of TAM S.A., dated August 27, 2007, incorporated herein by reference from our Annual Report on Form 20-F for the fiscal year ended December 31, 2008, filed June 30, 2009, File No. 333-131938.                                                                                                                                                                              
|   
|4.1 | A320 Family Purchase Agreement, dated March 19, 1998, between Airbus S.A.S. (formerly known as Airbus Industrie GIE) and TAM Linhas Aéreas S.A. (formerly known as TAM Transportes Aéreas Meridionais S/A and as successor in interest in
TAM-Transportes Aéreas Regionais S.A.), incorporated herein by reference from our sixth pre-effective amendment to our Registration Statement on Form F-1, filed March 2, 2006, File No. 333-131938.
|   
|4.2 | A350 Family Purchase Agreement, dated December 20, 2005, between Airbus S.A.S. and TAM Linhas Aéreas S.A., incorporated herein by reference from our sixth pre-effective amendment to our Registration Statement on Form F-1, filed March 2, 2006,
File No. 333-131938.                                                                                                                                                                       
|   
|4.3 | Tay Engine Maintenance Agreement, dated September 14, 2000, between TAM Linhas Aéreas S.A. and MTU Motoren-und Turbinen-Union Muchen GmbH, incorporated herein by reference from our sixth pre-effective amendment to our Registration Statement
on Form F-1, filed March 2, 2006, File No. 333-131938.                                                                                                                                       
|   
|4.4 | V2500 Maintenance Agreement, dated September 14, 2000, between TAM Transportes Aéreos Regionais S.A. (incorporated by TAM Linhas Aéreas S.A.) and MTU Maintenance Hannover GmbH (MTU), incorporated herein by reference from our sixth
pre-effective amendment to our Registration Statement on Form F-1, filed March 2, 2006, File No. 333-131938.                                                                                           
|   
|4.5 | PW4168A Maintenance Service Agreement, dated September 14, 2000, between TAM Linhas Aéreas S.A. and United Technologies International, Inc., Pratt & Whitney Division, incorporated herein by reference from our sixth pre-effective amendment
to our Registration Statement on Form F-1, filed March 2, 2006, File No. 333-131938.                                                                                                           
|   
|4.6 | Novation and Amendment Agreement, dated November 8, 2001, between Rolls-Royce, MTU Aero Engines GmbH and TAM    Linhas Aéreas S.A., incorporated herein by reference from our sixth pre-effective amendment to our Registration Statement on Form F-1, filed March 2, 2006, File No. 333-131938.                                                                                                                                              



---

##### 

Table of Contents

|4.7  | General Terms Agreement N° GE-00-0059, dated May 2001, among General Electric Company, GE Engine Services Distribution LLC and TAM Linhas Aéreas S.A., incorporated herein by reference from our sixth pre-effective amendment to our
Registration Statement on Form F-1, filed March 2, 2006, File No. 333-131938.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|4.8  | General Services Agreement, dated October 3, 2003, between Sabre Travel Information Limited and TAM Linhas Aéreas S.A., incorporated herein by reference from our sixth pre-effective amendment to our Registration Statement on Form F-1, filed
March 2, 2006, File No. 333-131938.                               
|    
|8.1  | List of subsidiaries, incorporated herein by reference from our Annual Report on Form 20-F for the fiscal year ended December 31, 2008, filed June 30, 2009, File No. 333-131938.                                                                                                                                  
|    
|12.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of TAM S.A.                                                                                                                                                                                                                                      
|    
|12.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of TAM S.A.                                                                                                                                                                                                                                      
|    
|12.3 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of TAM Linhas Aéreas S.A.                                                                                                                                                                                                                        
|    
|12.4 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of TAM Linhas Aéreas S.A.                                                                                                                                                                                                                        
|    
|12.5 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of TAM Capital Inc.                                                                                                                                                                                                                              
|    
|12.6 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of TAM Capital Inc.                                                                                                                                                                                                                              
|    
|13.1 | Section 1350 Certification of Chief Executive Officer of TAM S.A.                                                                                                                                                                                                                                                  
|    
|13.2 | Section 1350 Certification of Chief Financial Officer of TAM S.A.                                                                                                                                                                                                                                                  
|    
|13.3 | Section 1350 Certification of Chief Executive Officer of TAM Linhas Aéreas S.A.                                                                                                                                                                                                                                    
|    
|13.4 | Section 1350 Certification of Chief Financial Officer of TAM Linhas Aéreas S.A.                                                                                                                                                                                                                                    
|    
|13.5 | Section 1350 Certification of Chief Executive Officer of TAM Capital Inc.                                                                                                                                                                                                                                          
|    
|13.6 | Section 1350 Certification of Chief Financial Officer of TAM Capital Inc.                                                                                                                                                                                                                                          
|    
|15.1 | Consent of Engeval Engenharia de Avaliações S/C Ltda, incorporated herein by reference from our Annual Report on Form 20-F for the fiscal year ended December 31, 2008, filed June 30, 2009, File No. 333-131938.                                                                                                  
|    
|15.2 | Consent of PricewaterhouseCoopers.                                                                                                                                                                                                                                                                                 
|    



---

##### 

Table of Contents

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.

TAM S.A.

By: /s/ David Barioni Neto
Name: David Barioni Neto 
Title: Chief Executive Officer 
Date: October 1, 2009

TAM LINHAS AÉREAS S.A.

By: /s/ David Barioni Neto
Name: David Barioni Neto 
Title: Chief Executive Officer 
Date: October 1, 2009

TAM CAPITAL INC.

By: /s/ David Barioni Neto
Name: David Barioni Neto 
Title: Chief Executive Officer 
Date: October 1, 2009



---