As filed with the Securities and Exchange Commission on November 15, 2011.

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all of theconditions to the commencement of the exchange offer have been satisfied. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ______________ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE

LAN AIRLINES S.A. HOLDCO II S.A. (Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified in its charter)

The Republic of Chile (State or other jurisdiction of incorporation or organization)

4512 (Primary Standard Industrial Classification Code Number)

Not Applicable (I.R.S. Employer

Identification Number)

LAN Airlines S.A.

Presidente Riesco 5711, 20th Floor Las Condes

Santiago, Chile Telephone: (56-2) 565-2525

Holdco II S.A. Nueva Tajamar No. 555,

4th Floor Las Condes

Santiago, Chile Telephone: (55) 11-5035-2555

(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)

LAN Airlines S.A. 970 South Dixie Highway

Miami, Florida 33156 Telephone: (305) 869-2993

Puglisi & Associates 850 Library Avenue, Suite 204

P.O. Box 885 Newark, Delaware 19715

(302) 738-6680

(Name, address, including Zip code, and telephone number, including area code, of agent for service)

Sergio Galvis Duncan McCurrach

Sullivan & Cromwell LLP 125 Broad Street

New York, New York 10004 (212) 558-4000

Jos Mara Eyzaguirre B. Claro y Cia.

Av. Apoquindo 3721 Piso 13, Casilla 1867 Las Condes, Santiago

Chile (56-2) 367-3000

Flavia Turci Turci Advogados

Rua Fidncio Ramos, 100, 7 andarVila Olmpia

04551-010 So Paulo SP Brasil

(55) 11-2177-2177

Sarah Jones Anand Saha

Clifford Chance US LLP 31 West 52nd Street

New York, New York 10019 (212) 878-8000

Title of Each Class of Securities to be Registered

Amount To BeRegistered

Proposed MaximumOffering Price Per

Unit

Proposed Maximum Aggregate

Offering Price

Amount of Registration

Fee

Common stock, without par value, of LAN Airlines S.A.(1) 56,880,148 (2) $ 19.66 (3) $ 1,118,263,709.68 (3) $ 128,153.02

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantsshall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, actingpursuant to said Section 8(a), may determine.

Common stock, without par value, of Holdco II S.A.(4) 63,200,164 (5) N/A N/A N/A

(1) American Depositary Shares (LAN ADSs) representing the shares of common stock, without par value (LAN common shares), of LAN Airlines S.A. (LAN) registered hereby are being registered pursuant to a separate registration statement on Form F-6. Pursuant to the exchange offer to be made by Holdco II S.A. (Holdco II) and the mergers described herein, (i) LAN ADSs representing such LAN common shares will be offered and sold pursuant to this registration statement (the US registered offering) to holders of (x) American Depositary Shares (TAM ADSs) representing the non-voting preferred shares, without par value (TAM preferred shares), of TAM S.A. (TAM) and the voting common shares, without par value (TAM common shares and, collectively with the TAM preferred shares, the TAM shares), of TAM and (y) TAM preferred shares and TAM common shares, in each case to the extent that such TAM shares and TAM ADSs are tendered into the exchange offer through the US exchange agent and are acquired pursuant to the exchange offer, and (ii) Brazilian Depositary Shares (LAN BDSs) representing LAN common shares will be offered and sold in offerings exempt from registration under the Securities Act of 1933, as amended (the Securities Act) (a) to holders of TAM shares that are not located in the United States or US persons (as such terms are defined in Regulation S under the Securities Act) pursuant to the exemption provided by Regulation S under the Securities Act (the Regulation S offering) and (b) to holders of TAM shares located in the United States or who are US persons that are qualified institutional buyers (as defined in Rule 144A under the Securities Act) pursuant to the exemption provided by Section 4(2) under the Securities Act (collectively with the Regulation S offering, the exempt offerings), in each case to the extent such TAM shares are tendered into the exchange offer through the auction to be conducted on the BMF&BOVESPA, the Brazilian stock exchange, and are acquired pursuant to the exchange offer.

(2) Represents the maximum number of LAN common shares expected to be offered and sold in the US registered offering and a portion of the LAN common shares that are to be offered and sold outside of the United States in the Regulation S offering that may be resold from time to time in the United States or to US persons. The offers and sales of LAN common shares in the exempt offerings are not being registered in the United States.

(3) Computed solely for the purpose of calculating the registration fee. The registration fee has been computed pursuant to Rule 457(c) and Rule 457(f)(1) under the Securities Act, based on the average of the high and low prices of the TAM ADSs on the New York Stock Exchange on November 10, 2011.

(4) After Holdco II accepts for exchange the TAM shares and TAM ADSs tendered into the exchange offer and immediately before the settlement of the exchange offer, Holdco II will merge with and into LAN. Pursuant to this merger, LAN will continue to exist as the surviving company of the merger, Holdco II will cease to exist and each share of common stock, without par value (Holdco II shares), of Holdco II (including those shares to be issued pursuant to the exchange offer) will be converted into 0.90 of a LAN common share. As a result, at the settlement of the exchange offer each holder of TAM ADSs or TAM shares acquired pursuant to the exchange offer will receive (i) 0.90 of a LAN ADS for each TAM ADS or TAM share it sold in the US registered offering and (ii) 0.90 of a LAN BDS for each TAM share it sold in the exempt offerings.

(5) Equals the number of LAN common shares described in footnote (2) divided by 0.90, which is the exchange ratio for the exchange offer.

The information in this preliminary offer to exchange/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the US Securities and Exchange Commission and these securities may not be sold until the registration statement becomes effective. This preliminary offer to exchange/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to Completion Dated November 15, 2011 Preliminary Offer to Exchange/Prospectus

Offer to Exchange each

Common Share, Preferred Share and American Depositary Share of

TAM S.A. for

0.90 of a Common Share of

LAN AIRLINES S.A. Represented by

American Depositary Shares or Brazilian Depositary Shares

LAN Airlines S.A., a Chilean company (which we refer to as LAN), TAM S.A., a Brazilian company (which we refer to as TAM), and their respective controlling shareholders have entered into an exchange offer agreement and implementation agreement (which we refer to collectively as thetransaction agreements) to combine LAN and TAM to form the leading Latin American airline group with the largest fleet of aircraft of any airline in LatinAmerica. When the proposed combination is completed, LAN will be the holding company for the combined companies and will change its name to LATAM Airlines Group S.A. (which we refer to as LATAM). The parties will implement the proposed combination using the following three steps:

Holdco II S.A., a Chilean company formed in June 2011 and indirectly owned by the controlling shareholders of TAM and LAN (which we refer toas Holdco II), will make an exchange offer in the United States pursuant to this offer to exchange/prospectus and in Brazil and elsewhere outsideof the United States pursuant to other offering documents published in Brazil and made available to all holders of TAM shares to acquire all of theissued and outstanding (i) voting common shares of TAM (which we refer t