SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE
 July 17 , 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, 2012
  Filed April 24 , 2013
  File No. 1 -12518

Dear Mr. Álvarez :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we  have the following comment s.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better underst and your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment s apply  to your facts and circumstances, please tell us why in your response.

After reviewing the informatio n you provide in response to the se comment s, we may
have additional comments.
General

1. In your letter to us dated October 29, 2010, you discussed your contacts with Cuba,
Sudan, and Syri a.  As you know, Cuba, Sudan, and Syria are designated as state sponsors
of terrorism by the U.S. Department of State, and are subject to U.S. economic sanctions
and export controls.  Your Form 20 -F does not include disclosure regarding contacts with
those  countries.  Please describe to us the nature and extent of your past, current, and
anticipated contacts with Cuba, Sudan, and Syria, whether through direct or indirect
arrangements, since the referenced letter.  Your response should describe any funds,
services, or support you have provided or intend to provide into Cuba, Sudan, and Syria,
directly or indirectly, and any agreements, arrangements, or other contacts you have had
or intend to have with the governments of those countries or entities they contr ol.
2. Please discuss for us the materiality of any contacts with Cuba, Sudan, and Syria you

José Antonio Álvarez
Banco Santander, S.A.
July 17 , 2013
Page 2

 describe in response to the foregoing comment, and whether those contacts constitute a
material investment risk for your security holders.  You should address materia lity in
quantitative terms, including the approximate dollar amounts of any  associated revenues,
assets, and liabilities for the last three fiscal years and the subsequent interim period .  Also,
address materiality in terms of qualitative factors that a re asonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  As you know, various state and
municipal governments, universities, and other inve stors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact of the investor sentiment e videnced by such actions directed toward
companies that have operations associated with Cuba, Sudan, or Syria.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of  the disclosures they have made.

In responding to our comments, please provide a written 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 comments as a defense in any proceeding initiated by
the Commission or any person u nder the federal securities laws of the United States.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comment s or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Ch ief
         Office of Global Security Risk

cc:  Suzanne Hayes
  Assistant Director
 Division of Corporation Finance