SecProbe.io

February 25, 2013

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 the Fiscal Year Ended December 31, 2011
Filed April 27, 2012
Response dated October 5 , 2012
  File No. 001 -12518

Dear Mr. Álvarez :

We have reviewed your response to our letter dated August 24, 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 ten business days by providing the requested
information or by advising us when y ou will provide the requested response.  Where we have
requested changes in future filings, please include a draft of your proposed disclosures that
clearly identifies new or revised disclosures.  If you do not believe 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 the Fiscal Year Ended December  31, 2011

Notes to the consolidated financial statements for the year ended December 31, 2011, page F -9
g) Impairment of financial assets, page F -36
i. Definition, page F -36

1. Refer to your response to prior comment 16.  You  indicate  that you may reclassify
transactions as standard when you have collected only a portion of the unpaid
installments.  Please r evise future filings to disclose the circumstances under which you
have collected only a portion of the unpaid installments but yo u have concluded that the
loan should no longer be classified as doubtful.  If significant, quantify the amount of
loans reclassified as standard that still have unpaid installments due.

José Antonio Álvarez
Banco Santander, S.A.
February 25, 2013
Page 2

3. Santander Group, page F -53
xvii. SCUSA, page F -60

2. Refer to  your response to  prior comment 20.  Please tell us the following information
related to your valuation of SCUSA:

 Whether the fair value was determined on a controlling basis; and,
 Whether you incorporated a control premium into the fair value attributed to your
retained 65% interest and if so, how you determined the appropriate level of control
premium to use in light of the fact that you have given up control of the company.

25.  Provisions, page F -114
e) Litigation, page F -124

3. We note your response to  prior comment 21.  Please address the following:

 Your proposed disclosure states that for certain of your litigation provisions, you have
provisioned for the amount of litigation losses that were deemed likely.  Tell us
whether your definition of the ter m “likely”, as used in your proposed disclosure, is
consistent with the term “more likely than not”, as used in paragraph 15 of IAS 37.  If
true, revise your disclosure in future filings to utilize the term as it appears in IAS 37.
 It remains unclear how y ou determine your various classes of provisions.
Specifically, we note your disclosure on page F -123 that you aggregate provisions for
restructuring with provisions for litigation (both tax and non -tax related).  Tell us how
you considered paragraph 87 of  IAS 37 when concluding aggregation of these
provisions as a single class was appropriate.  In this regard, tell us how you concluded
that litigation would, at a minimum, not be a single class of provisions given the
varying nature of these items and the i nability to sufficiently summarize in a single
statement the nature, risk and uncertainties related to them as compared to
restructurings. Alternatively, report these provisions separately.
 To the extent that you conclude that litigation should be its own class of provisions,
or multiple classes of provisions (such as segregating between tax and non -tax
related, or individual proceedings as separate classes), expand your disclosure to link
the information in your roll forward to the narrative disclosures re quired by paragraph
85 of IAS 37 for those classes.

4. Risk Management, page F -185
Debt restructuring and payment agreements, page F -200

4. Refer to your response to the second bullet point of prior comment 24.  Considering the
significance of the reduction  in these assets due to portfolio sales, cash recoveries and
third party subrogations, please revise future filings to separately disclose these items.
To the extent that the third party subrogations are significant, disclose the nature of the

José Antonio Álvarez
Banco Santander, S.A.
February 25, 2013
Page 3

 subrogation s and how successful you are at pursuing payment from these third parties in
the event of a subsequent default.  Similarly, if significant, discuss the nature of any
recourse or representations and warranties issued in connection with the portfolio sales o f
these assets.

5. Refer to your response to prior comment 25 .  Please revise your disclosure in future
filings to address the following:

 Your response to the first bullet indicates that you keep restructured loans under
special watch until their expiry.  C larify in your disclosure whether you track and
monitor restructured loans separately from your non -restructured loan portfolio for
the life of the restructured loan regardless of whether those restructured loans are
performing or non -performing,  or impai red or non -impaired or whether you
discontinue the special monitoring prior to the maturity of the loan.  If the latter is
true, revise your future filings to disclose the facts and circumstances considered
when determining that special monitoring is no lo nger necessary.
 We note your statement in response to the fourth bullet that you segregate these loans
into a separate pool for the purposes of determining the allowance for loan loss.
Revise your disclosure in future filings to state that fact.

6. Refer to your response to prior comment 26 .  Please clarify whether your tabular roll
forward for refinancings includes or excludes the additional restructured loans  of €7,518
million as of December 31, 2011 .  To the extent that  these  restructured loans or any
restructured loans are excluded from the roll forward, revise your disclosure in future
filings to include a roll forward of both performing and non -performing restructured
loans, as previously requested.

7. We note in your response to our prior comme nt 26 that a significant amount of refinanced
loans are non -performing.  Please revise your disclosure in future filings to disclose the
amount of both restructured and refinanced loans that subsequently default or require a
subsequent modification.  To th e extent that a significant amount of loans subsequently
default or require a subsequent modification, disclose the following:

 Discuss why such a significant portion of your renegotiations and refinances appear
unsuccessful, whether you have made changes to your modification programs as a
result, and if so, how.
 Discuss whether you provide any subsequent modifications for renegotiated or
refinanced loans, or whether loans are only allowed to be renegotiated or refinanced
once.  If you provide multiple mo difications, revise to disclose the following:

a. Discuss whether the level of multiple modifications for loans is increasing or
decreasing to give a better sense of the successfulness of your modification
programs.

José Antonio Álvarez
Banco Santander, S.A.
February 25, 2013
Page 4

 b. Discuss how you are timely capturing all  losses inherent in your loan portfolio in
your allowance for loan losses.  For example, discuss how you incorporate re -
defaults on these loans in your probability of default assumptions or discuss any
qualitative adjustments you may make.

c. Property fin ancing provided for construction and property development, page F -203

8. Refer to your response to prior comment 28 .  Please revise your proposed disclosure to
state whether you update LTV ratios prior to a loan becoming doubtful, similar to your
update of m ortgage LTVs  (i.e., a t least once a year ).

55. Other Disclosures, page F -238

9. In future filings, p lease revise your financial statements presented within this Note to
include a total for comprehensive income presented in either a single continuous
statement or in two separate but consecutive statements.

You may contact Staci Shannon, Staff Accountant, at (202) 551 -3374 or Rebekah
Lindse y, Accounting Reviewer, at (202) 551 -3303 if you have questions regarding these
comments.  Please contact me at (2 02) 551 -3872 with any other questions.

      Sincerely,

      /s/ Hugh West

      Hugh West
        Accounting Branch Chief