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    Unassociated Document

                June
                  12, 2007

    Via
      EDGAR (Correspondence) and Courier

    Mr.
      Paul
      Cline

    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” and, together with its
                consolidated subsidiaries, the
“Group”)

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

              File
                No. 001-12518

    Dear
      Mr.
      Cline:

    By
      letter
      dated May 31, 2007, you provided comments, in addition to those provided by
      letter dated September 26, 2006, 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.
      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

    58.3
      Net Income and Stockholder’s Equity reconciliations between IFRS and US GAAP,
      page F-122

    1.
      We note that the Bank of Spain requires specific application of minimum
      allowance percentages for non-performing past due assets which do not appear
      to
      consider transaction or client specific factors. Please tell us how you
      considered the application of these minimum allowances percentages in your
      IFRS
      to U.S. GAAP reconciliations.

    Response

    As
      disclosed in Note 2.g) to our financial statements included in our 2005 Form
      20-F, the Group performs, for our instruments giving rise to credit risk, an
      analysis on a client by client basis, in order to determine the allowance for
      loan losses arising from any specific credit risk relating to such instruments
      that is identified pursuant to such analyses.  This analysis considers
      the following: (i) the present value of expected future cash flows, discounted
      at an appropriate discount rate; (ii) the debtor’s financial situation; and
      (iii) any guarantees in place.

    Allowances
      for loan losses calculated as a result of the foregoing procedures for
      non-performing loans must not result in a lower amount than that resulting
      from
      application of the minimum allowances percentages detailed in Note 2.g) to
      our
      2006 statutory financial

    statements,
      available in our Form 6-K filed with the SEC (http://www.sec.gov/Archives/edgar/data/891478/000136231007000535/c70399e6vk.htm#101)
      and which will be included in our 2006 Form 20-F.

    These
      minimum percentages, as established by the Bank of Spain, are a function of
      the
      length of time during which each specific operation and/or client remains
      past-due. Given each country’s legal background, and supported by our experience
      in terms of final historical default data, we consider past-due period length
      of
      any loan as a benchmark indicator of the appropriate level of allowances for
      loan losses. As a result, even if the Bank of Spain did not require these
      minimum percentages for allowances for loan losses, we would nonetheless apply
      similar percentages in our calculations of loan loss reserves because they
      are
      consistent with our historical experience.

    Therefore,
      no material differences arise in the application of the methodology established
      by us under IFRS in the determination of specifically determined allowances
      and
      the U.S. GAAP requirements.

    2.
      Please tell us if you expect to record any differences in the allowance for
      loan
      losses under IFRS as a result of changing from the statistical provisioning
      model presently required by the Bank of Spain to the use of your internal risk
      models subsequent to approval by the Bank of Spain.

    Response

    We
      are not
      aware of when the Bank of Spain will validate our internal risk
      models.

    Given
      the
      dynamic nature of our loan portfolios and the potential for change in economic
      factors, as well as the fact that we may in the future acquire new businesses,
      we may need to fine tune certain key assumptions in those internal risk models
      after validation by the Bank of Spain. Hence we expect that the potential
      decrease in our IFRS allowances for inherent loan losses collectively determined
      due to the use of our internal models, subsequent to the testing and validation
      by the Bank of Spain, would not exceed, and may possibly eliminate, the existing
      difference in the calculation of allowances for loan losses under IFRS and
      U.S.
      GAAP.

    *  *  *  *

    In
      addition, as requested, we acknowledge that:

              ·

              The
                Bank 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
                Bank may not 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.

    Should
      you
      have any questions about the responses contained herein, please contact José
Antonio Álvarez at +34-91-289-32-80.

    Very
      truly
      yours,

    /s/ José Antonio
Álvarez

    José
      Antonio Álvarez

    Chief
      Financial Officer

    Cc:

    Mr.
      Nicholas Adams Kronfeld, Davis Polk & Wardwell

    Mr.
      Germán
      de la Fuente, Deloitte, S.L.

    Mr.
      Manuel
      Arranz, Deloitte, S.L.

    Mr.
      Javier
      Arizmendi, Banco Santander Central Hispano, S.A.