Panama Republic Of 18-K/A Annual report (foreign governments) (amended)

FORM 18-K/A

For Foreign Governments and Political Subdivisions Thereof

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

to the

ANNUAL REPORT

of

REPUBLIC OF PANAMA

(Name of Registrant)

Date of end of last fiscal year: December 31, 2013

SECURITIES REGISTERED*

(As of the close of the fiscal year)

Title of Issue	Amounts as to which registration is effective	Names of exchanges on which registered
N/A	N/A	N/A

Name and address of person authorized to receive notices

and communications from the Securities and Exchange Commission:

Honorable Emanuel González-Revilla

Ambassador of Panama

Embassy of Panama

2862 McGill Terrace, N.W.

Washington, D.C. 20008

Copies to:

E. Whitney Debevoise	Dulcidio De La Guardia
Mark H. Stumpf	Minister of Economy and Finance
Arnold & Porter LLP	Ministry of Economy and Finance
555 12th Street, N.W.	of the Republic of Panama
Washington, D.C. 20004	P.O. Box 2694, Zona 3
	Panama, Republic of Panama

* The Registrant is filing this annual report on a voluntary basis

REPUBLIC OF PANAMA (THE “REGISTRANT” OR “REPUBLIC”)

Reference is made to the registration statement of the Registrant filed with the Securities and Exchange Commission (the “Commission”) effective as of February 27, 2015 (Registration Statement No. 333-202178) (the “Registration Statement”).

The purpose of this Amendment to the annual report of the Registrant on Form 18-K for the year ended December 31, 2013, as amended, is to file with the Commission: (i) Recent Developments in the Republic as of March 11, 2015, included as Exhibit G hereof; (ii) the legal opinions included as Exhibits H and I hereof in accordance with the Registrant’s undertaking in the Registration Statement to furnish copies of such legal opinions as may be required (including the opinion of the Procurador de la Administración) in connection with any issue of securities under the Registration Statement; (iii) a form of the Registrant’s 3.750% Global Bonds due 2025, included as Exhibit J hereof; and (iv) a conformed copy of the Terms Agreement, dated March 11, 2015, among the Republic, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated included as Exhibit K hereof.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to the annual report to be signed on its behalf by the undersigned, thereunto duly authorized, at the City of Panama, Panama, on the 16^th day of March, 2015.

REPUBLIC OF PANAMA
By:	/s/ Iván A. Zarak Arias
Name:	Iván A. Zarak Arias
Title:	Vice-Minister of Economy
	of the Republic of Panama

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EXHIBIT INDEX

Exhibit No.
A:	None
B:	None
*C:	Copy of the 2014 Annual Budget of the Republic (in Spanish) (P) (Rule 311)
*D:	Current Description of the Republic
*E:	Recent Developments in the Republic as of February 19, 2015
*F:	Amendment No 2, dated February 13, 2015, to the Fiscal Agency Agreement, dated as of September 26, 1997, as amended by Amendment No. 1 thereto, dated September 4, 2003, between the Republic of Panama and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A., formerly known as Chase Manhattan Bank), as Fiscal Agent
G:	Recent Developments in the Republic as of March 11, 2015
H:	Opinion dated March 16, 2015 of Arnold & Porter LLP
I:	Opinion dated March 16, 2015 of the Procurador de la Administración
J:	Form of 3.750% Global Bonds due 2025
K:	Terms Agreements, dated March 11, 2015, among the Republic, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated

* Previously filed.

(P) Previous paper filing under cover of Form SE pursuant to Rules 306(c) and 311 of Regulation S-T.

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