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November 15, 2006

Via EDGAR (Correspondence) and Courier

Ms. Angela Connell

Senior Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

Re:

Banco Santander Central Hispano, S.A. (the “Bank”; the “Group”; “We”)

Form 20-F for the Fiscal Year Ended December 31, 2005

File No. 001-12518

Dear Ms. Connell:

By letter dated September 26, 2006, you provided comments on behalf of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) with respect to the Bank’s annual report on
Form 20-F for the fiscal year ended December 31, 2005 (“Form 20-F”). In response to your comments and on behalf of the Bank, we have provided responses to those comments and supplementary information as indicated below, including certain
proposed revised disclosures for inclusion in future Form 20-F filings. The text set forth below in bold-faced type, immediately following each paragraph number, is a verbatim reproduction of the comments included in your letter and appears in the
order set forth therein.

Consolidated Financial Statements

Consolidated Income Statements, page F-3

1. We note that you have presented a line item entitled “Gross Income” on your Consolidated Income Statement. Please explain to us why you consider this subtotal necessary to explain the elements of your
financial performance. Furthermore, please explain how the description of this subtotal is appropriate given that it is comprised of both income and expense items.

Response

As stated in Note 1(b), we applied International Financial Reporting Standards as adopted by the European Union (E.U.) (IFRS) in preparing our Consolidated Balance Sheet, Income Statement, Statement of Changes in Equity and
Cash Flows Statement (“Consolidated Financial Statements”) for the fiscal year ended December 31, 2005.

In order to adapt the accounting system of Spanish Credit Institutions to the new IFRS standards, the Bank of Spain issued Circular 4/2004, of December 22, on Public and Confidential Financial Reporting Rules and Formats
(the “Circular”) that all Spanish Credit Institutions subject to Bank of Spain regulatory oversight must follow. The Circular legally requires all Spanish banks to present the Consolidated Balance Sheet, Income Statement, Statement of
Changes in Equity and Cash Flow Statement following its prescribed format. As it regards to the income statement, Rule 56 and Annex III.2 (See Exhibit I for details) provided the prescribed subtotals including Gross Income.

The Circular preamble states in part:

    “The drafting of the Circular has heeded the content of the international financial reporting standards approved by the Regulations of the European Union, having due regard to the conceptual framework on which they
      are based. Accordingly, in the opinion of the Bank of Spain, entities obliged to prepare consolidated annual accounts in conformity with the rules laid down in this Circular will, as regards the matters regulated therein, also be complying with any
    obligation they may have to prepare consolidated annual accounts in accordance with the international financial reporting standards approved by the Regulations of the European Union”.

As such, we have formatted and presented our Consolidated Financial Statements for the fiscal year ended December 31, 2005 following the Circular.

With respect to the line item entitled “Gross Income”, this line item is required by the Bank of Spain as stated before and it consists of
the aggregated amount of the following: Net Interest Income, Share of Results of Entities Accounted for Using the Equity Method, Fee and Commission Income, Fee and Commission Expense, Insurance Activity Income,
Gains/Losses on Financial Assets and Liabilities (net) and Exchange Differences (net). This information and format is presented by all financial entities in Spain to provide additional information to the
investors and market analysts.

2. We note that you have classified your expenses by function on the face of your Consolidated Income Statement. While paragraph 88 of IAS 1 permits the classification of expenses by nature or function, paragraph 9 of
IAS 30 requires banks to group their income and expenses by nature. Please revise your Consolidated Income Statement to properly classify your expenses according to their nature.

Response

We confirm to the Staff that the expenses in our Consolidated Income Statement have been recorded and presented by their nature as expressly required by the Bank of Spain based on their financial activity and we believe the
information is reliable, and in accordance to paragraph 9 of IAS 30.

Furthermore, as required by the Circular, Rule 56.1 1: “In the individual income statement, income and
expense shall be divided, according to their nature, into the following items…”Therefore,
the format of our Consolidated Income Statement presented therein, consists of,
amongst other line items, “Gross income” and the
following expenses that are specifically classified by nature: “… Sales and income from provision of non-financial services, Cost of sales, Other operating income, Personnel expenses, Other
administrative expenses, Depreciation and amortization, Other operating expenses, etc…”

Additionally, we confirm that the “Cost of sales”, which is defined as follows by the Circular, Rule 56. 2.d,1 “Comprises the costs attributable to sales of goods or the provision of services that constitute the typical activity of non-financial entities not
forming part of the consolidable group of credit institutions”, do not include personnel expenses or any other expenses that do not fall within this definition.

1 See Exhibit I to this letter.

    2

3. We note that you have presented a subtotal entitled “Net Operating Income” on your Consolidated Income Statement. Please tell us how you determined that it was appropriate to exclude impairment losses and
provisions from Net Operating Income, thereby implying that such expenses are non-operating in nature. Refer to paragraph BC13 of IAS 1.

Response

As noted in response to comment 1, we have prepared our Consolidated Financial Statements following the format legally required by the Bank of Spain for all Spanish financial entities. This format, as stated by the Bank of
Spain, is IFRS compliant.

As all Spanish financial entities present the “Impairment Losses” and “Provisions” after the line item entitled “Net Operating Income”; this information and format is presented to provide additional information to the
investors and market analysts.

4. Please revise your income statement to present basic and diluted earnings per share for all periods presented. Refer to paragraph 66 of IAS 33.

Response

As noted in response to comment 1, in the required Consolidated Income Statement by the Circular, Rule 56 and Annex III.21, the format does not include earnings per share information on the face of the Consolidated Income Statement. However, the earnings per share
information has been presented as part of the Consolidated Financial Statements (note that the face of our Consolidated Financial Statements incorporates “Notes 1-4”,
as it reads in the heading therein) and can be found at Note 4 (b), pages F-38 and F-39 in our Form 20-F for fiscal year ended December 31, 2005.

To avoid possible confusion, we will present basic and diluted earnings per share information below our Consolidated Income Statement in future filings.

Consolidated Statements of Changes in Equity, page F-4

5. It appears that your Consolidated Statements of Changes in Equity presents only the changes in equity attributable to the items noted in paragraph 96 of IAS 1. Under paragraph 96, such a presentation requires this
statement to be titled “Statement of recognized income and expense.” Please revise the title of this statement accordingly or tell us why you believe the current title is appropriate.

Response

As stated above in response to comment 1, the Consolidated Statements of Changes in Equity were prepared as required by the Bank of Spain for all Spanish financial entities. We recognize that the Consolidated Statements of
Changes in Equity only include items noted in paragraph 96 of IAS 1. However, its title is merely a direct translation of the title required by the Bank of Spain.

1 See Exhibit I to this letter

    3

We propose to the Staff to retain the current title “Consolidated Statements of Changes in Equity” and that, in order to avoid confusion, we
will add “Statements of recognized income and expense” in parenthesis next to the current title, in our future filings.

Consolidated Cash Flow Statements, page F-5.

6. We note that you present interest/dividends paid as a financing activity. Please explain to us how the classification of interest paid as a financing activity impacted your net cash flows from operating activities.
For example, given that your consolidated net profit for the year includes amounts reported as interest expense, we would expect to see an adjustment in the operating section of your Cash Flow Statement to reflect the amount of interest paid that
has been classified as a financing activity.

Response

As stated above in response to comment 1, the Consolidated Cash Flow Statement was prepared following the requirements of the Circular. The required presentation and format in the Consolidated Cash Flow Statement includes
the heading “Dividends / Interest paid” although the amount included as cash flow from financing activities refers only to dividends paid; and we confirm that there
is no interest paid. We refer the Staff to Rule 58 and Annex III.4 within the Circular.

Furthermore, as a financial group, interests paid are considered part of our operating activities and included under our consolidated profit for the year caption of our Consolidated Cash Flow Statement.

As there is no interest paid, we propose to the Staff to change the current title “Dividends / Interest paid” to “Dividends paid” in our future filings.

7. Please revise to separately present cash flows from interest and dividends received and cash paid for income taxes. Refer to paragraphs 31 and 35 of IAS 7.

Response

We refer the Staff to the response to comment 6 above for details on the Consolidated Cash Flow Statement format presentation as required by the Circular.

However, in order to separate cash flows from interest and dividends received and cash paid for income taxes, we have prepared the following disclosure which we will include in future filings:

      Thousands of Euros

      2005

      2004

        Interest paid

        Interest received

      Income tax paid

        23,169,118

        31,597,970

      1,036,379

        9,704,114

        16,783,989

      584,706

In future filings we will disclose the cash flows of interest paid and received and income taxes paid within the notes to our Consolidated Financial Statements, as additional information in our current disclosures in Notes 38 and 39
in our Form 20-F.

    4

Notes to the financial statements

Note 2 - Accounting policies and rules and measurement basis

d) Measurement of financial assets and liabilities and recognition of fair value

iii. Valuation techniques, page F-17.

8. Please revise to provide all of the disclosures required by paragraphs 92-93 of IAS 32 with respect to the methods used to determine the fair value of your financial instruments.

Response

We recognize that the footnote disclosure related to “Measurement of financial assets and liabilities and recognition of fair value iii-Valuation techniques” does not include all required disclosures by paragraphs 92-93 of IAS 32. Specifically the methods and assumptions used to determine the fair value of our financial instruments by significant classes is not included
therein.

We propose to include the enhanced disclosure below in future filings.

    The most frequently used techniques in calculation of “Internal valuation models with observable market data” and “Internal valuation models with non-market data” applied are the
    following:

For the valuation of contracts such as forwards or swaps which permit a static hedge, net present value calculations are used.

For contracts which require a dynamic hedge, standard dynamical models such as the Black-Scholes model are used to model the risk factors.

In the case of interest rate factors, several correlated factors per currency are modeled within the Heath-Jarrow-Morton framework.

Credit events are modeled by a hazard rate process and codependency is introduced using a copula. Contracts written directly on the credit spread are valued using a standard dynamical model similar to those used for interest rate contracts.

  The values derived from applying these techniques can be significantly affected by the choice of valuation model used and the assumptions made concerning factors such as the interest rates, credit spreads, equity and
    foreign exchange markets together with their corresponding volatilities and inter-correlations.

  The following table presents the fair value of the principal financial instruments carried at fair value and the valuation methods used to determine it:

  5

      Millions of Euros

Market and

Non-market

Quoted

observable

market price

prices (*)

Total

FINANCIAL ASSETS:

Financial assets held for trading

85,558

68,650

154,208

Other financial assets at fair value

    through profit or loss:

39,020

9,842

48,862

Available-for-sale financial assets

72,909

1,036

73,945

Hedging derivatives

-

4,126

4,126

TOTAL ASSETS AT FAIR VALUE

197,487

83,654

281,141

FINANCIAL LIABILITIES:

Financial liabilities held for trading

35,156

77,310

112,466

Other financial liabilities at fair value

  through profit or loss

8,558

3,252

11,810

Hedging derivatives

-

2,311

2,311

Liabilities under insurance contracts

-

44,672

44,672

TOTAL LIABILITIES AT FAIR VALUE

43,714

127,545

171,259

    (*)
     The valuation techniques that are used as a basis for the calculation of Non-market observable prices represent less than 0.5% of the total of assets and liabilities carried at fair value, respectively.

    Sensitivity of fair values

    Included in the fair value of financial instruments measured at fair value on the balance sheet data are those determined in full or in part using a valuation technique based on assumptions that are not supported by
      observable market prices or rates. Management considers that the resulting estimated fair values recorded in the consolidated balance sheet and the changes in fair values recorded in the consolidated income statement are reasonable, and are the most
    appropriate values.

    The potential effect of changing the main assumptions (models, correlations and dividends) to a reasonably possible alternative would result in a different fair value that has been estimated as a reduction of
    approximately €140 million using less favorable assumptions, and an increase of approximately €155 million using more favorable assumptions.

    The total amount of the change in fair value estimated using a valuation technique that was recognized in the consolidated income statement for the year 2005 amounts to €762 million.

    6

v. Hedging transactions, page F-l9

9. Please revise to disclose your accounting policy for the discontinuance of hedge accounting.

Response

We refer the Staff to Note 58.3 (f), F-129- 4th paragraph, where the discontinuance of hedge accounting is disclosed. Moreover, we propose to
include in our future filings the following clarification in our accounting policy in Note 2.d) v. “Hedging transactions” as follows:

    If the hedge relationship ends, because of the removal of such designation, failure of the effectiveness test or a similar reason, the hedge accounting treatment described in the paragraphs above is no longer appl