SecProbe.io

March 28, 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 on October 31, 2011 Form 6-K Furnished February 7, 2012
  File No. 001-12518

Dear Mr. Álvarez:
 We have reviewed your response date d March 12, 2012 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 te ll 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 the Fiscal Year Ended December 31, 2010

 Risk Factors, page 13

 1. As a public company, your auditor is require d by law to undergo regular Public Company
Accounting Oversight Board (PCAOB) inspectio ns to assess its compliance with U.S.
law and professional standards in connection with  its audits of financial statements filed
with the SEC.  The PCAOB, however, is curr ently unable to inspect the audit work and
practices of your auditor (see http://pcaobus.org/Internati onal/Inspections/Pages/Issue rClientsWithoutAccessList.aspx
).
As a result of this obstacle, investors in U.S. markets who rely on your auditor’s audit

José Antonio Álvarez Banco Santander, S.A. March 28, 2012 Page 2

 reports are deprived of the benefits of PCAOB inspections of auditors.  Therefore, please
state this fact under a separate risk factor he ading.  Explain that this lack of inspection
prevents the PCAOB from regul arly evaluating your audito r’s audits and its quality
control procedures.
 Credit, market and liquidity risks may have an  adverse effect on our credit ratings…, page 20

 2. Refer to your response to prior comment one where you state th at an additional
downgrade of Santander UK’s long-term senior  debt ratings would lower Santander UK’s
credit ratings below the minimum allowed by ce rtain of its derivative and other financial
contracts and could require that such counterparty cont racts be renegotiated.  We
acknowledge your statement that the impact of any such downgrade cannot be accurately predicted; however, we believe it would be us eful to disclose the amount of derivative
and other financial contracts th at are at risk of being rene gotiated in the event of an
additional downgrade of Santander UK’s cr edit ratings below the minimum allowed by
such contracts.  Please revise your disclosure  in future filings to quantify the amount of
such derivative and financial c ontracts that will be  at risk of being renegotiated in the
event of an additional downgrade.
 Form 6-K Furnished on October 31, 2011

3. Refer to your response to prior comment te n, and please clarify the following in your
response:
 The strategic, financial and operating decisions that requir e a majority vote and those
decisions that require a unanimous decision.
 Whether each shareholder contributes a one-thi rd vote, and if so, why the transaction
was structured in this fashion given the varying degrees of ownership percentages.
 Whether board representation is equal among each of the three shareholders.
 How you accounted for the put option where Auto Finance Holdings and DDFS will
be entitled to sell to you th eir ownership interests in th e share capital of SCUSA at
market value on the fourth, fifth and seve nth anniversaries of completion of the
transaction, unless a public o ffering of SCUSA shares has taken place prior to those
dates.   In your response, reference the accounting literature you applied for recognition, measurement, and va luation of th e put option.
 How you accounted for the put option in the even t of a situation of impasse in relation
to any of the matters subject to joint appr oval by the general meeting or the board of
directors of SCUSA.  In your respon se, reference the accounting literature you
applied for recognition, measurement, and valuation of the put option.
 The circumstances that would tr igger a situation of impasse.
 Whether there are restrictions on the sale of shares by Auto Finance Holdings or
DDFS.  If the entities have agreed not to se ll the shares for a certain period of time,
clarify how long this period is.

José Antonio Álvarez Banco Santander, S.A. March 28, 2012 Page 3

  To the extent the other shareholders can se ll their shares in SCUSA in the future,
please clarify how this affect s the voting rights allocated to each shareholder and tell
us how the sale of any of their shares  affects your consolid ation conclusions.
Additionally, please clarif y if they are required to sell th e shares back to you prior to
selling them to someone else.

Form 6-K Furnished February 7, 2012

 4. Refer to your response to prior comments 13 and 14.  Your proposed disclosure states
that you will continue to appl y your current procedure with re gard to Spanish regulatory
requirements related to the loan provision.  Please revise your pr oposed disclosure to
clarify that your procedure also includes an  assessment of the valuation of foreclosed
assets in addition to the loan provision to ascertain whether the difference between such
valuation pursuant to IFRS as issued by the IASB and the provisions required by the
Bank of Spain is material and requires adjustment.
 5. We acknowledge your response to prior comments 13 and 14 that indicate it is not
possible to estimate the provisions that will ha ve to be recognized in the consolidated
IFRS book at December 31, 2012.  However, we  note in the Chairman’s letter to
shareholders in your 2011 Annual Report, your Chairman indicates that the requirements
recently approved by the government and the Bank of Spain to raise coverage of bad property loans in Spain will require EUR 2,300 million of provisions, over and above
those made ahead of time against 2011’s earnings and that these provisions will be fully charged in 2012.  This statement appears to  indicate that you ma y have recorded the
additional provisions related to  real estate discussed in your response to prior comment
12 in anticipation of these new requirement s, which appears inconsistent with the
information provided in your response.  Pleas e confirm that your disclosure in future
filings will balance any similar discussions on this matter.  Please also, clearly describe
the differences between the regul atory capital charges that will be required in accordance
with the Bank of Spain and the possibility  that those capital charges taken through
provisions to the income statement could be different when applying IFRS as issued by
the IASB.

You may contact Staci Shannon, Staff Acc ountant, at (202) 551-3374 or Rebekah
Lindsey, Accounting Reviewer, at (202) 551-3303 if you have questions regarding comments on
the financial statements and related matters.  Pl ease contact me at (202) 551-3494 with any other
questions.
      S i n c e r e l y ,
       /s/ Kevin W. Vaughn        Kevin W. Vaughn
        A c c o u n t i n g  B r a n c h  C h i e f