SecProbe.io

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Mail Stop 4561
      December 8, 2005

Mark R. McCollom
Chief Financial Officer
Sovereign Bancorp Inc.
1500 Market Street
Philadelphia, Pennsylvania 19102

      Re:	Sovereign Bancorp Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
Forms 10-Q for Quarters Ended March 31, 2005, June 30, 2005 and
September 30, 2005
File No.  001-16581

Dear Mr. McCollom:

   We have reviewed your filing and have the following comments.
We
have limited our review to only your financial statements and
related
disclosures and will make no further review of your documents.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

   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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Sovereign Bancorp Form 10-K for the year ended December 31, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Other Expenses, page 17

1. We note your disclosure that during the second quarter of 2004,
you made a $60 million investment in a synthetic fuel partnership.
Please tell us the following;
* the dollar amount of tax credits which were used to reduce your
income tax expense during 2004;
* the authoritative literature followed in accounting for the
partnership; and
* why you believe that you will receive tax credits in excess of
your
recorded investment over the life of the partnership

Other Assets, page 26

2. We note your disclosure that you have $431 million of assets
associated with your precious metals business.  Please tell us the
following:

* how you account for these assets, citing the authoritative
literature used;
* how you value these assets and account for changes in value;
* the dollar impact(s) these assets have on your financial
statements; and
* in depth, what kind of business you use these assets in.

Financial Statements

Note 1 - Summary of Significant Accounting Policies, page 51

3. Please confirm to us that you follow the guidance of FASB 114
and
FASB 118 in determining your specific allowance.  If you do not,
please tell us how you applied FASB 114 and FASB 118 in
determining
the amount of your specific and your overall allowance for loan
losses.

Note 6 - Investment Securities, page 58

4. We note your disclosure regarding the fair value and unrealized
losses of non agency securities that have been in a continuous
unrealized loss position for less than twelve months and for
twelve
months or more that are not considered to be other than
temporarily
impaired.  Please tell us what types of investments make up your
non
agency securities and explain your basis for concluding that these
investments were not other than temporarily impaired as of
December
31, 2004, March 31, 2005, June 30, 2005 and September 30, 2005.
Please provide us with your comprehensive analysis based on the
factors described in SAB Topic 5.M.

Note 12 - Borrowings and Other Debt Obligations, page 66

5. We note your disclosure that you issued contingent convertible
trust preferred equity income redeemable securities ("PIERS").
The
debt is convertible into common stock if certain conditions are
met.
Please tell us how you account for the conversion feature
associated
with the debt.  Refer to FASB Statement 133 and EITF 00-19.

6. We note your disclosure that you will pay contingent
distributions
of $.08 per $50 issue price per PIERS under certain conditions.
Please tell us what these conditions are and how you account for
these contingent distributions.  Please cite authoritative
guidance.

Note 21-Derivative Instruments and Hedging Activities, page 77

7. You disclose that you had no ineffectiveness on either your
fair
value or cash flow hedges, and on page 52 you disclose that you
formally document the relationships of certain qualifying hedging
instruments and hedged items.  Please tell us the following for
your
each of your fair value and cash flow hedges:
* whether you used the short-cut or matched terms method to assess
effectiveness;
* if you used the short-cut method, how you determined that such
hedges met the conditions of paragraph 68 of FASB 133 to qualify
for
such treatment; and
* how you assess and measure hedge ineffectiveness.

* * *
   Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please file your
response on EDGAR.  Please understand that we may have additional
comments after reviewing your response to our comments.

   We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

     	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.  Please contact Nancy
Maloney, Staff Accountant, at (202) 551-3427 or me at (202) 551-
3490
if you have questions.

   							Sincerely,

      Donald A. Walker, jr.
      Senior Assistant Chief Accountant

Mark R. McCollom
Sovereign Bancorp Inc.
December 8, 2005
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