February 18,
2009

Federico Humbert Arias
Ambassador of Panama
Embassy of Panama
2862 McGill Terrace, N.W.
Washington, D.C.  20008

Re:	Republic of Panama
      Registration Statement under Schedule B
      Filed February 2, 2009
      File No. 333-157071

      Form 18-K
      Filed September 30, 2008
      Form 18-K/A
      Filed February 13, 2009
      File No. 333-07558

Dear Mr. Ambassador:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comments are inapplicable or revision is
unnecessary.  Please be as detailed as necessary in your
explanation.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please update all statistics to provide the most recent
available
data.

2. Where appropriate, please discuss the potential effects that
the
current global economic crisis may have on Panama`s economy.  For
example, discuss how the global financial environment could
potentially affect the commerce, transportation and
communications,
or construction sectors, the Colon Free Zone, or the Panama Canal.
Additionally, please discuss any measures that Panama has planned
or
implemented to prevent potential adverse effects from the global
economic crisis, including the recent establishment of the
Directive
Council of the Financial Stimulus Program.

Form 18-K

Exhibit 99(D)

3. Under "Other Economic Reforms" on page D-10, please clarify the
meaning of the phrase "autonomous government agency under the
supervision of the executive branch."

4. In your discussion of Panama Canal tolls on page D-33, please
discuss the requests by shipping companies for the Panama Canal
Authority to cancel or defer 2009 rate increases because of the
current global economic environment.  Additionally, please discuss
any recent decline in traffic caused by the global economic
slowdown
and the impact this decline may have on Panama`s economy.

5. In your discussion of financing the expansion of the Panama
Canal
on page D-33, please discuss the recent transaction which secured
$2.3 billion of the requisite $5 billion needed to finance the
project.  (See "ACP Obtains $2.3 Billion for Canal Expansion" at
http://www.panama-guide.com/article.php/20081211093723182/print.)

Closing Comment

      Please revise your registration statement in response to our
comments.  You may wish to provide us with marked copies of the
revised registration statement to expedite our review.  Please
furnish a cover letter with your revised registration statement
that
keys your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your revised registration statement.

	We direct your attention to Rules 460 and 461 of the
Securities
Act regarding requests for acceleration.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.


	Please direct any questions about these comments to me at
(202)
551-3450.

	Sincerely,


	Michael Coco
	Special Counsel


Cc: via facsimile
Mark H. Stumpf, Esq.
Arnold & Porter LLP
555 Twelfth Street, NW
Washington, D.C.  20004
Fax: (202) 942-5999
Republic of Panama
February 18, 2009
3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE