SecProbe.io

February 10, 2012
 Via E-mail

José Antonio Álvarez 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 Fiscal Year Ended December 31, 2010 Filed June 6, 2011 Form 6-K Furnished October 31, 2011 Form 6-K Furnished January 31, 2012 Form 6-K Furnished February 7, 2012
  File No. 001-12518

Dear Mr. Álvarez:
 We have reviewed your response dated October 28, 2011 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  Where we have
requested changes in future filings, please incl ude a draft of your proposed disclosures that
clearly identifies new or revise d disclosures.  If you do not be lieve our comments apply to your
facts and circumstances, please tell  us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            Form 20-F for Fiscal Year Ended December 31, 2010

 Risk Factors, page 13

 Credit, market and liquidity risks may have an  adverse effect on our credit ratings…, page 20

 1. We note your response to prior comment four and reissue the comment in part.  Please
expand your risk factor to quantify, absent ot her changes, the effect that a one- and two-
notch downgrade would have on your collat eral obligations under your derivative
contracts.  If you believe that you are unable to quantify what those collateral obligations

José Antonio Álvarez Banco Santander, S.A February 10, 2012 Page 2

 would be, please expand your disclosure in this  risk factor to expl ain in detail why you
are unable to quantify such obligations.
 Exposure to sovereign counterpa rties by credit rating, page 58

 2. Refer to your response to prior comment six.  Please revise your pr oposed disclosure in
future filings to quantify and clarify which columns include the following:

 derivative exposure, other than CDS cont racts already included in your proposed
disclosure;

 repurchase agreement exposure;

 off-balance sheet exposure; and

 collateral netted agains t amounts disclosed.

Item 5. Operating and Financial Review and Prospects, page 94

 Results of Operations for Santander, page 103

 Income Tax, page 112

 3. Refer to your response to prior comment  11.  Please address the following:

 We note that your statutory tax rate disclosed in Note 27 is 30 percent.  Please revise
your disclosure in future fili ngs to clarify whether this ta x rate is based solely on your
statutory rate in Spain.  If so, given your explanation that the mix of income
generated in foreign countries with higher tax rates was the cause of your effective
income tax rate increase in 2010, please  tell us how you determined that this
presentation provided the most meaningful information to financial statement readers.
Refer to paragraph 85 of IAS 12.
 We also note that your response indicates th e reason for the higher effective rate in
2010 is due to a higher proportion of income  being derived from your businesses in
Latin America, the United Kingdom, and th e US, which have higher tax rates than
Spain.  However, the effect of different tax rates disclosed in Note 27 is a net
decrease from the statutory tax rate of 30 percent, which seems to indicate you are
deriving income from foreign jurisdictions with lower tax rates than Spain.  Please
reconcile this apparent inconsistency.

 Expand your disclosure to separately disclose  the effect of the income tax rates of
foreign jurisdictions so that a reader may understand the significant factors that affect
your income tax expense.  Clearly disclo se the basis of these adjustments (i.e.,

José Antonio Álvarez Banco Santander, S.A February 10, 2012 Page 3

 whether they are the statutory tax rates or the effective tax rates) in each of the
countries for which you incur a material amount of tax expense.   Refer to paragraph 84 of IAS 12.
 Also, please clarify in your proposed disclo sure how your effective tax rate remains
below the statutory rate of Spain, especia lly when you derive a higher proportion of
income from foreign jurisdictions with an even higher statutory tax rate than Spain.
Please expand your disclosure to separately de scribe the nature of material permanent
non-taxable amounts in the applicable foreign jurisdictions.  Refer to
paragraph 84 of IAS 12.
 Credit Exposure in Spain, page 235

 b.  Analysis of the mortgage portfolio  of individual customers, page 236

 4. Refer to your response to prior comment  15.  Please address the following:

 Please revise your disclosure in futu re filings to include the updated LTV
information that you obtain for your portfolio.

 Please disclose how you consider  collateral value declines in your allowance for loan
losses between the annual update of LTVs and/ or appraisals that you obtain given the
recent occurrence of significant valuation dec lines within less than a one year period.

 Revise your disclosures on page 240 to disc lose the average lengt h of time properties
remain in inventory prior to sale.
 Statistical Tools for Measuring a nd Managing Market Risk, page 269

 1.1 VaR Model, page 269

 5. Refer to your response to prior comment 16, and please revise your proposed disclosure
to address the following:
 You indicate that VaR exceptions are more unlikely due to the use of a historical
simulation that incorporates two differen t VaRs, including one VaR that equally
weights all observations presumably in a tw o-year historical pe riod.  Please tell us
and revise your proposed disclo sure to clarify whether this  two-year hist orical period
includes results that may have skewed your data in such a way as to make it more unlikely that you will observe VaR exceptions, including whether you have included data from the recent financial crisis in your historical results.  Furthermore, if true,
tell us and disclose if you have considered  whether the lack of exceptions may be due
to the inclusion of data from the financia l crisis that would ca use your model to not
perform as statistically predicted.

José Antonio Álvarez Banco Santander, S.A February 10, 2012 Page 4

  Please revise your proposed disclosure to  also include your back-testing results,
including the number of back -testing exceptions you have  observed in the periods
presented and your analysis as to why su ch back-testing exceptions occurred.
Furthermore, if your backtesting does yiel d exceptions while your  daily VaR has not
been exceeded, please explain the reason for this apparent inconsistency.
 1. Introduction, basis of presentation of the c onsolidated financial statements…, page F-9

 g) Events after the reporting period, page F-18

 6. Please revise your future filings to provide  the date the financial statements were
authorized for issuance.  Refer to paragraph of 17 of IAS 10.
 3.5 Credit risk cycle, page F-196

 D. Risk Monitoring and Control, page F-197

 Credit risk exposure in Spain, page F-198

 c. Financing granted for construction and property development…, page F-199

 7. Refer to your response to prior comment 30.  In future filings, please revise your
proposed disclosure to discuss the nature  of the amounts disclosed as “excess over
collateral” (i.e., whether they result from th e sale of the debtors other assets, other
expected cash flows from the debtor, etc.).  Also, please disclose  how successfully you
have recovered the amount that you have estimated from personal guarantees in your
specific allowance for these loans.
 d. Acquired and foreclosed assets, page F-201

 8. Refer to your response to prior comment 31.  We note your proposed disclosure that you
initially record acquired and fo reclosed assets at the lesse r value between the amount of
the debt (net of allowances) a nd the fair value of the acquired or foreclosed assets less the
estimated selling costs, and if the fair value (less selling co sts) is lower than the amount
of the debt, the difference is recognized with in the caption Gains/(Los ses) on disposal of
noncurrent assets held for sale not classified  as discontinued operations in the income
statement.  Please tell us why you do not r ecord such losses on ac quired and foreclosed
assets as a write-off against the allowan ce for loan losses, and how you adjust your
historical loss rates in order to incorporate losses on similar collateralized loans in your
allowance for loan loss calculation.

José Antonio Álvarez Banco Santander, S.A February 10, 2012 Page 5

 Exhibit I, page F-244

 Exhibit II, page F-270

 9. Refer to your response to prior comment 35.  Pl ease revise your disclosure in future
filings to clarify that the da te of the most recent audited financial information disclosed
here is not necessarily  the same as what is reported in your financial statements.
Additionally, please tell us why you believe it is appropriate to  disclose outdated audited
information for these entities given that your results reflect updated financial information
for these investments.
Form 6-K furnished on October 31, 2011

 10. We note your disclosure on pages 6 and 57 th at Santander Consumer USA will increase
its capital by approximately $1.15 billion, and following the transaction, you will have a
65 percent stake in Santander Consumer US A.  We also note that you will realize a
capital gain of approximately $1 billion on this transaction.  Please tell us how you
considered paragraph 30 of IAS 27 in your accounting analysis and whether you plan to
record this capital gain in equity or in income.

11. Please clarify why your generic loan loss allowance as disclo sed in the table on page 21
decreased by EUR1.378 billion.  We note your  disclosure on page 30 that indicates a
regulatory requirement on commerc ial units in Spain contribute d to the release of generic
provisions for loan losses, but it is unclear whether this was the driver of the reduction in
the consolidated generic loan loss allowance on page 21.  With  a view towards disclosure
in your Form 20-F, please clarify what cred it quality characteristic s in your portfolio
improved and therefore, drove the decrease in your general loan loss allowance.
Furthermore, if the decrease was driven  by Spanish regulatory requirements, please
provide additional clarificati on as to how the regulatory requirements impacted your
determination of the generic loan loss allowance and tell us if this impacts your
conclusion that your allowance for loan lo sses as determined by your own internal
models is not materially different than that  calculated according to the Bank of Spain’s
requirements.
 Form 6-K furnished on January 31, 2012

 12. In future filings beginning with your next Fo rm 20-F, please discuss the specific factors
that caused you to increase your coverage of  on-balance properties from 31 percent to 50
percent in the fourth quarter of  2011.  Please describe the even ts that occurred that caused
property values to decline so significantly during this period.  Pleas e also disclose the
average length of time these properties remain in your portfolio before they are sold.

José Antonio Álvarez Banco Santander, S.A February 10, 2012 Page 6

 Form 6-K furnished on February 7, 2012

 13. We note your disclosure regarding the addi tional charges of EUR4,300 million to meet
the new government requirements related to provis ions for real estate.  Please revise your
disclosure in future filings, beginning w ith your next Form 20-F, to address the
following:
 Discuss your use of a “capital buffer” and why this amount is not required to be
charged to the income statement.

 Given your disclosures that EUR2,000 million will be covered by a capital buffer and
that EUR2,300 million will be charged to income during 2012, please disclose the
factors considered when determining that this  was not an adjusting event as that term
is defined by IAS 10.  Also, discuss the decl ines in property values occurring between
January 1, 2012 and the date you determined  that the charge was necessary which
were not present at December 31, 2011.
14. Please tell us the impact that this new regula tion related to provisions for real estate has
on your conclusion that your financial statemen ts comply with IFRS as issued by the
IASB, and address the following in your response:
 Discuss whether the provisions in the regula tion caused you to record a provision that
reflected the recoverable amount of the real es tate expected to be obtained in an arm’s
length transaction between knowledgeable willi ng parties.  Refer to paragraph 52 of
IAS 36.

 Discuss how this new regulation is consis tent with your best estimate of the cash
flows to be received that are based on r easonable and supportable assumptions.  Refer
to paragraph 33 of IAS 36.

 Discuss whether you believe that this charge is reflective of actual past outcomes.
Refer to paragraph 34 of IAS 36.

You may contact Staci Shannon at (202) 551-3374 or Rebekah Lindsey, Accounting
Reviewer, at (202) 551-3303 if you have quest ions regarding comments on the financial
statements and related matters.  Please c ontact Celia Soehner at  (202) 551-3463 or
Sebastian Gomez Abero, Special Counsel, at  (202) 551-3578 with any other questions.

Sincerely,
  /s/ Sebastian Gomez Abero for   Suzanne Hayes
Assistant Director