[Letterhead]
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
March 9, 2006
Attention: Max Webb and Messeret Nega
Division of Corporate Finance
Via Facsimile: +1 202 772 9202
Re: TAM S.A
Registration Statements on Form F-1 (333-131938) and Form F-6 (333-132169)
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Dear Mr. Webb and Ms. Nega
In accordance with Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended, TAM S.A. hereby requests acceleration of the
effective date of the above-captioned Registration Statements so that they may
become effective by 12:00 p.m., New York City time, on March 9, 2006 or as soon
as practicable thereafter.
We hereby acknowledge that:
o should the Commission or the Staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;
o the action of the Commission or the Staff, acting pursuant to delegated
authority in declaring the filing effective, does not relieve us from our
full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
o we may not assert this action as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the
United States.
Sincerely yours,
/s/ Egberto Vieira Lima
TAM S.A.
Name: Egberto Vieira Lima
Title: Director
Credit Suisse Securities (USA) LLC
11 Madison Avenue
New York, NY 10010
United States of America
Pactual Capital Corporation
527 Madison Avenue, 11th floor
New York, NY 10022
United States of America
March 9, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: TAM S.A.
Registration Statement No. 333-131938
Dear Sir or Madam:
Pursuant to Rule 460 of the General Rules and Regulations under the
Securities Act of 1933, we, as representative of the several Underwriters, wish
to advise you that the Registration Statement on Form F-1 (File No. 333-131938)
as filed on February 17, 2006 and the Preliminary Prospectus dated February 22,
2006, were distributed during the period February 22, 2006 through March 3,
2006, as follows:
Registration Statement Preliminary Prospectus
6 to 6 Underwriters 6,495 to 6 Underwriters
Total: 6 Total: 6,495
The undersigned, as representative of the several Underwriters, have and
will, and each Underwriter and dealer has advised the undersigned that it has
and will, comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
In accordance with Rule 461 of the General Rules and Regulations of the
Securities Act of 1933, we hereby join in the request of TAM S.A. for
acceleration of the effective date of the above-referenced registration
statement so that such registration statement is declared effective by 12:00
p.m. New York City time, on March 9, 2006 or as soon as practicable thereafter.
Very truly yours,
Credit Suisse Securities (USA) LLC
By: /s/ Mark Morehouse
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Name: Mark Morehouse
Title: Vice President
Pactual Capital Corporation
By: /s/ Christina de Castro
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Name: Christina de Castro
Title: President
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