SecProbe.io

September 9 , 2016

Via E -mail
 José Antonio Álvarez
 Chief Executive  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, 2015
  Filed April 21 , 2016
  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 comments.  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 m ay
better understand 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 comments apply to your facts an d circumstances, please tell us why in your response.

After reviewing the information you provide in response to this comment, we may have
additional comments.

General

1. In your letter to us dated August 2, 2013, you described your contacts with Sudan and
Syria, countries which are designated by the U.S. Department of State as state sponsors
of terrorism and are subject to U.S. economic sanctions and export controls.   Your Form
20-F does not include disclosure about contacts with those countries.   Pleas e provide us
with information regarding your contacts with Sudan and Syria since the referenced
letter.   You should describe any services you have provided into Sudan and Syria,
directly or indirectly, and any agreements, arrangements or other contacts you  have had
with the governments of Sudan and Syria or entities they control.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether the contacts constitute a material
investment risk f or your security holders.   You should address materiality in quantitative

José Antonio Álvarez
Banco Santander , S.A.
September 9 , 2016
Page 2

 terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated with Sudan and Syria for the last three fiscal years and the subsequent interim
period.  Also, address materiality in terms of qualitative factors that a reasonable 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 kn ow,
various state and municipal governments, universities and other investors have proposed
or adopted divestment or similar initiatives regarding investment in companies that do
business with U.S. -designated state sponsors of terrorism.   You should addres s the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Sudan and 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 compan y 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 n ot assert staff comments as a defense in any proceeding initiated by
the Commission or any person under 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 comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Dietrich King
  Assistant Director
 Division of Corporation Finance