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OST-00-7748

Aero Continente Chile S.A.

Counsel: Aero Continente, Lawrence Wasko, 202.862.4370

Applicant proposes to inaugurate scheduled combination service as soon as possible between Chile and the United States using B767 aircraft configured with 18 business class and 195 economy class seats. The aircraft to be used is currently in AC Chile's fleet and maintenance is and will be performed by qualified engineering personnel from AC Chile holding appropriate certificates for technical maintenance under the laws of Chile. Applicant will request issuance of Foreign Air Carrier Specifications pursuant to Part 129 of the Federal Aviation Regulations. AC Chile proposes to schedule daily round trip service between Santiago, Chile and Miami, Florida. Charter service would be operated only in response to market demand and depending upon the availability of aircraft.

Applicant projects that in the first full calendar year of scheduled service, assumed to be FY ended September 30, 2001, using B767 aircraft, it will generate revenues totaling $29.7 million and that operating expenses would amount to $27.1 million during the period -resulting in gross operating income of $2.6 million U.S, dollars.  AC Chile is substantially owned and controlled by Chilean Nationals. A majority of the shares of stock, 51%, are owned by one individual, Jorge Portilla Barraza, a Chilean citizen. The remaining shares are owned by Aero Continente, S.A., a citizen of Peru.

Counsel: Aero Continente, Lawrence Wasko, 202.862.4370

Aero Continente Chile S.A.

Enclosed please find an original and seven copies of page two to Exhibit ACC-7 which was inadvertently omitted from the above-referenced application.

Counsel: Aero Continente, Jacuelyn Gluck, 202.862.4370

Aero Continente Chile S.A.

Counsel:  Lawrence Wasko, 202-862-4370

Aero Continente Chile S.A.

Enclosed herewith for inclusion in the above referenced dockets is an original plus seven copies of the Amended Page 2 to Exhibit ACC-5. This change identifies the correct name of the current General Manager. All other information remains valid.

Counsel: Aero Continente, Jacuelyn Gluck, 202.862.4370

Aero Continente Chile S.A.

Aero Continente Chile S. A. hereby advises that Sr. Jorge Portilla Barranza, a Chilean citizen, has increased the number of AC Chile shares he holds to a total of 60,817 which constitutes 61 % of all shares issued and outstanding and that Aero Continente S.A. (a citizen of Peru) has decreased the number of AC Chile shares it holds to 38,883 or 39% of the total as reflected in the attached Certificate. This information supercedes that provided by AC Chile on page 3 of its Exhibit ACC-1, paragraph (f).

Also attached is updated financial information reflecting operations through June 30, 2000 shown in Pesos and U.S. Dollars. This information supplements that provided at pages 7 and 8 of AC Chile's Exhibit ACC-6 and reflects the start of domestic service in Chile and the inauguration of international service to the United States.

Counsel:  Lawrence Wasko, 202.862.4370

Aero Continente Chile S.A.

Aero Continente Chile S. A. hereby submits updated financial information consisting of its Balance Sheet and Income Statement for the year ended December 31, 2000, shown in U.S. Dollars, in support of issuance of a foreign air carrier permit to AC Chile in the above-referenced Docket. This information supplements financial reports provided at pages 7 and 8 of AC Chile's Exhibit ACC-6 and supercedes the financial information submitted February 14, 2001.

Counsel:  Lawrence Wasko, 202.862.4370

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