SecProbe.io

July 14, 2014

James B. Bathon
Legal Counsel
Banco Santander SA
45 East 53rd St
New York, NY 10022

Re: Banco Santander S.A.
  Registration Statement on Form F-4
Filed  June 28, 2014
  File No.  333-196887

Dear Mr. Bathon:

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

How do I tender my Santander Brazil shares…, page 5

1. As indicated in your exemptive letter request, please revise your disclosure to indicate
that the Auction will commence on the expiration date of the initial offeri ng period
immediately after the expiration of the initial offering period .  Please make conforming
changes throughout the prospectus.

If I do not participate in the exchange offer, will may Santander Brasil securities continue to be
listed on the New York Stock Exchange and Bovespa?, page 10

2. In order for investors to better understand the possibility that Santander Brasil ADSs may
be delisted from the New York Stock Exchange; please put the NYSE guideline for
delisting securities in context.  Please d iscuss the number of Santander Brasil ADSs and
the number of holders, as of a recent date.  Please also disclosure the percentage of those

James Bathon, Legal Counsel
Banco Santander, S.A.
July 1 4, 2014
Page 2

 holders who, if they tendered, would cause Santander Brasil ADSs to fall under the
holder and volume limits of the NY SE guidelines.  Make conforming changes to the
disclosure on page 25 and 36.

3. Please refer to Exchange Act Rule 13e -3(a)(3).  Given the terms of the exchange offer,
there appears to be a reasonable likelihood of the delisting of Santander Brasil ADSs
from the New York Stock Exchange.  Referencing relevant precedent and/or
interpretative positions, please provide your well -reasoned legal analysis of why you
believe Rule 13e -3 does not apply to this offer.

4. Please supplement your Questions & Answers to clarify what will occur if a
securityholder’s Brasil Santander securities are not accepted for exchange in the offer for
any reason.

Where You Can Find More Information, page 13

5. We note you intend to file a Schedule TO pursuant to Rule 14d -3.  Pleas e note that any
review of the Schedule TO should be complete before requesting effectiveness of the F -4.

6. We note that you have submitted a request for exemptive relief from certain US tender
offer rules in connection with the offer.  We are continuing to process and consider that
request.  Please note that by issuing these comments, we are not taking a position with
respect to your separate request. Further, we will likely issue additional comments as
revisions are made to the exemptive letter.  Please con firm your understanding in a
response letter.

7. Please see our comment above.  Please confirm that you will conform the statements
made in the registration statement to the parameters outlined in your request letter and to
relief, if any, that is granted.

Background of the Exchange Offer, page 53

8. We not e that Santander Spain hired Goldman Sachs (Brazil) to provide a fairness opinion
or “laudo” to “determine the range of exchange ratios of Santander Spain BDS for each
Santander Brasil share.”  Similarly,  it appears that the minority shareholders of Santander
Brasil determined to use a “laudo” provided by one of three providers recommended by
the board.  Please tell us whether the second “laudo” has been provided to the minority
shareholders.  Also, please  provide us with your analysis as to why the “laudos” are not
considered report s, opinion s or appraisal s under Item 4(b) of Form F -4.  Alternatively,
please revise your disclosure to provide the information required by Item 4(b).  Also,
please provide us w ith an English translation of the “laudos.”

James Bathon, Legal Counsel
Banco Santander, S.A.
July 1 4, 2014
Page 3

Santander Spain’s Reasons for the Proposed Exchange Offer, page 55

9. In the final bullet point on this page, you reference the impact of “lower Core Tier 1
deductions…reflecting a reduction in excess capital attributed to minority shareholders.”
Please tell us, with a view towards revised disclosure, how the tender offer w ill impact
your Basel III capital adequacy.

Other Conditions, page 61

10. Please refer to the first full paragraph under this heading.  W hen a n offer  condition is
triggered and you decide to proceed with the offer anyway, we believe that this decision
constitutes a waiv er of the triggered condition.  D epending on the materiality of the
waived condition and the number of days remaining in the offer, you may be required to
extend the offer and re -circulate new disclosure to security holders.  You may not,
however, as the language seems to imply, simply fail to assert a triggered offer condition
and thus effectively waive it without officially doing so.  Please confirm your
unders tanding in your response letter.

11. Please refer to the last sentence of this se ction .  All conditions to the offer, except those
conditions subject to the receipt of government approvals, must be satisfied or waived at
or before expiration of the offer.  Please revise to clarify that the “ongoing right” to assert
conditions may not be asserted after the offer's expiration.

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 Act of 193 3 and
all applicable Securit ies Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the ev ent you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing  effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

James Bathon, Legal Counsel
Banco Santander, S.A.
July 1 4, 2014
Page 4

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact  Chris Windsor, Special Counsel at (202) 551 -3419  or me at (202) 551 -
3675 with any other questions.

Sincerely,

 Christian Windsor
 Special Counsel
 For

Suzanne Hayes
        Assistant Director