SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

Mail Stop 4561
December 11, 2008

By Mail and Facsimile to: (212) 450-3805

José Antonio Álvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid, Spain
Re: Banco Santander, S.A.
Registration Statemen t on Form F-4 and
Documents Incorporated by Reference
Filed November 17, 2008
  File No. 333-155413

Dear Mr. Álvarez:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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.
 Form F-4

 General

 1. Please advise the Staff rega rding any projections, analys es or other material non-

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 2

public information provided by Santander to Sovereign or its fi nancial advisor or
by Sovereign to Santander or its financial advisors.  Please revise the prospectus
to disclose any material  non-public information provi ded.  In addition, to the
extent that such information has not been  disclosed in the prospectus, provide us
the basis for your conclusion that the non- public information is not material and
therefore need not be disclosed.

2. Please note that you are required to fi le with the Commission any written
instructions, scripts, and outlines that will be used by any person that solicits proxies on behalf of Sovereign thro ugh personal interview, telephone, or
telegram, and all other soliciting material  to Sovereign shareholders. Refer to
Exchange Act Rules 14a-6(b) and (c).
 3. Please file all remaining exhibi ts with your next amendment.
 Cover Page of Prospectus

 4. Please state the total amount of securities  offered.  Refer to Item 501(b)(2) of
Regulation S-K.
 5. Please revise the cover page, and throughout  the prospectus as applicable, to
clarify that the exchange ratio for thos e electing to receive Santander ordinary
shares is the same as the exchange ratio for Santander ADSs.
 6. We note the disclosure in the prospe ctus supplement filed by Santander on
December 3, 2008 that the rights offering was fully subscribed.  Please revise the cover page, and throughout the prospectus as applicable, to update the exchange
ratio.  Please also revise the disclosure in the “Santander Rights Offering” section
on page 10 to explain how the adjustment to the exchange ratio was calculated.
 Summary

 Interests of Sovereign’s Executive Officers and Directors…, page 4

 7. Please disclose the approximate total dol lar amount that will be paid to the
directors and executive officer s of Sovereign in connecti on with the transaction.
 Termination of the Transaction Agreement…, page 5

 8. Please define the term “adverse recommendati on change” at its first use.  We note
the disclosure on page 71.

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 3

Recent Developments

General
 9. Please revise this section to discuss the significant losses suffered by Sovereign
during the first three quarters of 2008 as outlined in Footnote 1 on page 17.
 TARP Capital Purchase Program, page 10

 10. Please clarify why the “exi sting relationship with Sa ntander” makes Sovereign
ineligible to participate in the Capital Purchase Program.
 Other Recent Developments, page 10

 11. Please revise to state, to the extent k nown, the material terms of the transaction
proposed by the third party, including the type of tran saction and consideration.
Alternatively, revise to state that Sovere ign’s board concluded that the offer, as
outlined, was inferior to the offer made by Santander.
 Selected Consolidated Historical Financial Data of Santander, page 11

 12. We note your disclosure on page 13 of the credit measure “Allowance for
impaired assets (excluding country risk )”.  The exclusion of country risk, a
component of your recorded allowance fo r impaired assets, appears to be a non-
GAAP item as defined by Item 10(e) of Regulation S-K.  Please tell us how you
considered the guidance of Release 33- 8176 in determining such measure was not
a non-GAAP measure.  Also, refer to Questi on 28 of the Staff’s Frequently Asked
Questions (FAQ) regarding the Use of N on-GAAP Financial Measures available
at www.sec.gov
.  If you are able to support that  this measure is not a non-GAAP
measure, please add a footnote disclosure to this table describing how you use this
measure and why it is relevant to investors.   Alternatively, please revise to include
the disclosures required by Item 10(e)(1)(i) of Regulation S-K.
 Comparative Per Share Financial Data, page 19

 13. Please revise to disclose the following related to the pro forma information presented for both the combined companies as well as the pro forma Sovereign equivalents:

• Disclose the significant assumptions used in preparing the pro forma
combined and pro forma Sovereign earnings per share data;

• Provide a description of the major income statement line items that contribute to the pro forma earnings per share;

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 4

• Discuss the impact of the transaction on each affected income statement line
item.
 • Given the material impact on Sovereign’s historical earnings per share, please
consider including a condensed tabular disclosure providi ng a quantification
of the pro forma adjustment as it rela tes to each income statement category
with a discussion of the nature of each pro forma adjustment.

Risk Factors

 Santander is exposed to risks…, page 27

 14. Please reword the caption of the second risk  factor on page 27.  The risk factor
appears to be about the risk Santander faces from counterparty default.  The caption should say that.
 The Transaction

 Background of the Transaction, page 35

 15. You state in the third full paragraph on page 48 that, in  light of the Investment
Agreement restrictions, Sovereign advised Barclays that no alternative purchase
transaction was reasonably available to Sovereign.  Please revise the “Background
of the Transaction” section to discuss at  what point and under what circumstances
Sovereign representatives came to this conclusion and how it influenced Sovereign’s consideration of  strategic alternatives.
 16. Please revise the third paragraph on page  36 to discuss the reason underlying the
determination of the Sovereign board of  directors not to accept the May 7, 2008
proposal from Santander and to approve  the underwritten equity and debt
offerings instead.
 17. We note the disclosure on pages 36 and 37 regarding the market developments
between July and October 2008 and the statement in the fourth paragraph on page 37 that such developments exacerbate d the already significant pressures on
Sovereign.  Please revise to address w ith greater specificity how the market
developments affected Sovereign during this time period.

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 5

18. You include disclosure on pages 37 and 38 regarding the rece ipt by Sovereign of
two letters from a third party indicating inte rest in a transaction with Sovereign.
Please revise to discuss the specific type s of transactions considered in such
letters and the reasons underlying the deci sion of the Sovereign board of directors
not pursue a transaction with this third party.

19. You state in the third paragraph on page 39 that Sovereign waived any potential
breach by Santander of the Investment Agreement for a “limited period of time”.  Please revise to disclose term of the waiver and whether Sovereign sought or
received any consideration for granting the waiver or a reciprocal waiver of the
provisions limiting Sovereign from negotiating with third parties.
 20. Please revise the fifth paragraph on page 40 to list the strategic alternatives
available to Sovereign other than the pr oposed Santander transaction as discussed
by Barclays at the meeting on October 12, 2008.
 21. We note the disclosure on page 7 of  the Form 6-K filed by Santander on
November 10, 2008 that the Capital and Finance Committee of the Sovereign
board of directors requested that Sant ander consider acquiring the 75.65% of
Sovereign that it did not  own.  We also note th at the “Background of the
Transaction” section of the prospectus doe s not contain similar disclosure.  Please
revise the prospectus to clarify, if accurate, that such a request was made.
 Sovereign’s Reasons for the Transaction…, page 41

 22. We note your reference on page 42 to the recent precedent transactions in which
the regulatory agencies forced a superv ised transaction.  Please advise, with a
view towards revised disclosure, whether Sovereign had received any indications
from its regulators that a regulatory ac tion, including a supervised transaction,
was being considered.
 23. It appears that a number of  the analyses performed by Barclay’s in preparing its
fairness opinion produced valuation ranges th at exceeded the implied value of the
merger with Santander.  Please revise this section to note if  the Sovereign board
considered these valuations in determin ing to recommend that the shareholders
vote for the merger.
 Opinion of Barclays, Financial Advisor to Sovereign, page 46

 24. Please provide any presentation, memo, repor t or other material provided to the
Sovereign board of directors by Barclays rela ted to the valuation or fairness of the
transaction other than th e opinion included in the registration statement.
 25. You qualify the description of the opinion of  Barclays by reference to the opinion.

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 6

Please revise to indicate that the descripti on is a summary of the material terms of
the opinion, and revise the description to in clude all material terms, if necessary.

26. Please describe any material relationship th at existed during the past two years or
is mutually understood to be contemplated  and any compensati on received or to
be received as a result of the relationship between Barclays or its affiliates and Sovereign or its affiliates.  Refer to Item 1015(b)(4) of Regulation M-A.
 27. Please disclose how the “aggregate transa ction consideration” will be calculated
for purposes of the contingent cash fee payable to Barclays upon completion of
the transaction.  Please also provide an estimate of the amount of the contingent fee based on the information available as of the latest practicable date.
 Litigation Related to the Transaction, page 63

 28. To the extent material, please add risk f actor disclosure addressing the litigation
related to the transaction.
 Description of Santander Ordinary Shares

 Meetings and Voting Rights, page 100

29. You indicate that holders of your shares  must be “current in the payment of
capital calls” and have their shares duly registered in order to  attend shareholders
meetings.  Please explain what “payment of  capital calls” is and whether it would
apply to ADS holders as well.

Where You Can Find More Information
 Incorporation of Certain Docu ments by Reference, page 117

 30. We note that you have only incorporated  by reference two Current Reports on
Form 8-K filed by Sovereign in 2008.  Pl ease revise to inco rporate by reference
all reports filed by Sovereign pursuant sec tions 13(a) or 15(d) of the Exchange
Act since the end of the last fiscal year .  Refer to Item 11(a)(2) of Form F-4.
 31. We note you have elected to incorporat e by reference certain documents filed
under the Exchange Act subsequent to the date of the prospectus.  With respect to Santander filings, please refer to Item  11(b)(3) of Form F-4 and revise
accordingly.  Please also revise this sec tion to clearly state that filings made
between the date of the initial registrati on statement and the da te of effectiveness
will be incorporated by reference. Refer to Interpretation H.69 of the July 1997 CF Manual of Publicly Availa ble Telephone Interpretations.

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 7

Sovereign Form 10-Q for the Period Ended September 30, 2008

(11) Business Segment Information, page 21
 32. We note that you have reorganized your se gments in the current year and assigned
the majority of your goodwill to your Reta il Banking Group.  Please tell us the
following:

• Please tell us in detail how you consid ered the guidance of paragraph 36 of
SFAS 142 in determining that the majority of your goodwill should be
assigned to the Retail Banking Group and describe in detail your process for
the assignment of goodwill in connecti on with your segment reorganization.

• Please revise to more clearly disclose how you determined that no goodwill
should be assigned to the Corporat e Specialties Group and only a small
amount of goodwill should be allocated to the Commercial Lending Segment.
Clarify if each reporting unit contained in these segments has incurred
significant losses in th e current year.

• Please provide us with the details of the analysis performed to support the
reallocation of the goodwill to the reporting units.

• Please tell us how you determined that us e of a discounted cash flow analysis
was the most appropriate model for determining the fair value of your
reporting units considering that you util ized three different approaches to
determine impairment during 2007.
 • Please tell us the dates and results of  any interim impairment testing done
since your last annual impairment test.
 • If you did not test your goodwill for impa irment as of March 31 and June 30,
2008, please provide us with your analys is by which you concluded that no
test was warranted based on the guidance of paragraphs 26-29 of SFAS 142.
 • Please tell us the assumptions used in your discounted cash flow analysis in
determining the fair value of your re porting units for impairment testing
purposes.
 • Please tell us the basis used to alloca te the Intersegment revenue (expense)
between the reporting units.  Identify any changes made to your allocation
methodology during the last two years.
 • We note you allocated certain of the ot her-than-temporary impairment charges

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 8

to the Other segment.  Please tell us  how you made the determination this
allocation was appropriate and was consis tently applied.  Tell us the reporting
unit and segment in which the interest income and dividends on these
securities was historically reported.

• Please tell us how you allocated the fa ir value of the company as a whole
determined by use of the consideration to be paid by Santander to your
individual reporting units for impairment testing purposes.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Provision for Credit Losses, page 38

 33. Given the current economic environment discussed on page 38 related to your
residential construction and co mmercial loan portfolios, please tell us and revise
future filings to disclose whether you evaluate interest income accrued on loans with interest reserves for collectibility pr ior to maturity.  Please tell us and revise
your future filings to disclose how you