SecProbe.io

September 30, 2009

By U.S. Mail and facsimile  to 011-34-91- 257-1282.

José Antonio Alvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2008 Filed June 30, 2009
 File No. 001-12518
 Dear Mr. Alvarez:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments in
future filings and provide us with your proposed revisions.  If you disagree, we will consider your explanation as to why our co mments are inapplicable or a revision is
unnecessary.  Please be as detaile d as necessary in your explan ation.  In our comment, 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 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.

Item 4. Information on the Company

Business Overview
Impaired Assets, page 71

1. We note that your non-performing assets balance has increased significantly in
each of the last three years 2006, 2007 and 2008 and for the six-month period ended June 30, 2009.  Please tell us and revise your disclosure in future filings to
address the following:

a. Provide a more detailed disclosure related to changes in (and related
trends in) your non-performing assets balance.  In this regard, please

José Antonio Alvarez
Banco Santander, S.A.
September 30, 2009 Page 2
provide a more granular discussion of the reasons for the increase in your ratio of non-performing assets to com putable credit risk as well as the
decrease in the coverage ratio.  These trends do not appear to be
directionally consistent with your disclosures on page 207 regarding
general worldwide credit trends and the trends identified in your risk
factor on page 19.

b. Consider revising your disclosure on page 72 to provide additional detail
relating to the types of  loans included in the “other” category of non-
performing loans.

c. In your revised disclosures, specifically  quantify how much of the increase
in non-performing loans was related sole ly to acquisitions during the year
versus the increase due to economic conditions or credit quality.
 Consolidated Financial Statements

1.  Introduction, basis of presentation of the consolidated financial statements and other
information
(h) Events after the balance sheet date, page F-19
 2. We note your disclosure of the solution offered to customers affected by the
Lehman Brothers bankruptcy in Februa ry 2009 and the solution offered to your
private banking customers who had invested  in Optimal Strategic affected by the
Madoff fraud in January 2009.  We further no te that the cost of these solutions
was recorded in your December 31, 2008 fina ncial statements.  Please include
disclosure in future filings to clarify w hy these events were adjusting events as
that term is defined by paragraph 3 of IAS 10.

7.  Debt Instruments, page F-79

3. Please clarify your disclosure that at  December 31, 2008 other debt securities
totaling €22,487 million were assigned to own obligations.  In this regard, please
disclose whether this relates to collater al assigned to your own obligations or
whether this represents am ounts related to the repurchase of your own debt
securities.  If the latter is true, please tell us how the continued recognition of
these securities complies with paragraph 42 if IAS 39.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please pr ovide us with your proposed disclosures and
furnish a cover letter that keys your response to our comments, indicates your intent to include the requested revisi ons in your future filings and provides any requested

José Antonio Alvarez
Banco Santander, S.A. September 30, 2009 Page 3  supplemental information.  Please understand that we may have additional comments
after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Brittany Ebbertt at (202) 551-3572 or  me at (202) 551-3303 if
you have questions.

Sincerely,    Rebekah Blakeley Moore Senior Accountant