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CORRESP
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    José
      Antonio Álvarez

    Chief
      Financial Officer

    September
      19, 2007

    Via
      EDGAR (Correspondence) and Courier

    Mr.
      Kevin
      W. Vaughn

    Branch
      Chief

    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.

              Form
                20-F for the Fiscal Year Ended December 31,
                2006

              File
                No. 001-12518

    Dear
      Mr.
      Vaughn:

    By
      letter
      dated September 5, 2007, 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,
      2006 (“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

    Note
      1. Introduction, basis of presentation of the consolidated financial statements
      and other information

    b)
      Basis of presentation of the consolidated financial statements, page
      F-7

    1.
      In your response to comment 3 of our comment letter dated September 26, 2006,
      you indicated that you present a measure titled “Net Operating Income” in your
      consolidated income statement that excludes provisions and impairment losses
      based on the requirements of the Bank of Spain’s Circular 4/2004. Paragraph BC13
      of IAS 1 expressly states that it would be inappropriate if items of an
      operating nature were excluded from net operating income. Therefore, please
      revise this section in future filings to explicitly disclose that the
      presentation required by the Bank of Spain’s Circular 4/2004 differs from IFRS
      in this respect, and provide the disclosures required by paragraph 18 of IAS
      1.

    Response

    We
      have
      extracted Note 1. b) “Basis of presentation of the consolidated financial
      statements” from our 20-F and we have underlined the wording that will be
      added in future filings:

    “Under
      Regulation (EC) no 1606/2002 of the European Parliament and of the Council
      of
      July 19, 2002, all companies governed by the law of an EU Member State and
      whose
      securities are admitted to trading on a regulated market of any Member State
      must prepare their consolidated financial statements in conformity with the
      International Financial Reporting Standards previously

    adopted
      by the European Union (“EU-IFRS”). Bank of Spain Circular 4/2004 of December 22,
      2004 on Public and Confidential Financial Reporting Rules and Formats (“Circular
      4/2004”) requires Spanish credit institutions to adapt their accounting systems
      to the principles derived from the adoption by the European Union of
      International Financial Reporting Standards. Therefore, the Group is required
      to
      prepare its consolidated financial statements for the year ended December 31,
      2006 in conformity with the EU-IFRS required to be applied under Bank of Spain’s
      Circular 4/2004, which profit and loss account mandatory
      presentation excludes Loan Losses from “Net Operating Income” and includes
      certain expenses in “Gross Income”.

    With
      the
      new language set forth above, we believe that all disclosures required by
      paragraph 18 of IAS1 are included, given that:

              ·

              the
                nature of the departure from paragraph BC13 of IAS1 is
                explained,

              ·

              the
                Bank’s directors represent that the financial statements reasonably
                represent the financial condition and cash flows of the Bank (Note
                1-b),
                and the reasons for the departure from IFRS (i.e. the obligation
                to
                conform with EU-IFRS as required to be applied by Bank of Spain),
                and

              ·

              the
                impact of the departure, because it is a matter of presentation format,
                is
                clear as Loan Losses are recognized under a sole profit and loss
                line
                item.

    2.
      Similarly, your response to comment 1 of our comment letter dated September
      26,
      2006 indicates that you are presenting a measure titled “Gross Income” on your
      consolidated income statement based on the requirements of the Bank of Spain’s
      Circular 4/2004. However, the measure as you have computed it does not reflect
      gross income in the sense that it is generally defined because it does not
      include all income amounts and it is reduced by certain expenses. Therefore,
      please revise this section in future filings to explicitly disclose that the
      presentation required by the Bank of Spain’s Circular 4/2004 differs from IFRS
      in this respect, and provide the disclosures required by paragraph 18 of IAS
      1.

    Response

    See
      response to comment 1.

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

    iii)
      Valuation techniques, page F-19

    3.
      In future filings, please revise to disclose the assumptions used in your
      internal models to determine the fair value of each class of financial
      instruments. Refer to paragraph 27 of IFRS 7.

    Response

    In
      future
      filings we will enhance our description of the assumptions used in our internal
      models as follows:

    “The
      main techniques employed in the "internal models" are as
      follows:

              §

              In
                the valuation of financial instruments which are linear and permit
                static
                hedging (basically, forwards, futures and swaps), the “present value”
                method is used. The expected future cash flows are discounted back
                to the
                present valuation date, using market standard yield curves of the
                relevant
                currencies. Typically the points in the
                yield

                curves
                  are quoted and traded on the markets, hence the fair values of
                  these
                  instruments are deemed to be non-arbitrageable fair
                  values;

              §

              In
                the valuation of financial instruments which are non-linear and require
                dynamic hedging (e.g. options and structured instruments), the
                Black-Scholes paradigm is mainly used. In the Black-Scholes paradigm,
                a
                non-linear instrument is assumed to be hedgeable by a linear instrument
                (“delta hedge”) within a small and finite range in underlying spot price
                and time. As and when the market moves outside the small range, the
                linear
                hedge has to be adjusted (hence the wording dynamic). This allows
                to set up a partial differential equation (PDE) which can be used
                to solve
                the fair value of the non-linear instruments. The fair value of
                such non-linear instrument is effectively the (dynamic) hedging cost.
                In
                valuing such instruments within the Black-Scholes paradigm, “volatility
                smile and skew” are  considered and priced in when appropriate
                (i.e. the volatility assumption in the original Black-Scholes
                single-volatility model is expanded, or calibrated, in order to fit
                all
                the relevant market quotes available). Calibration to the traded
                and observable market quotes is very important, as it is assumed that
                the instrument to be priced can be hedged by the standard
                market  instruments in a consistent manner. Typically, in
                addition to analytical formulae solutions, numerical techniques (e.g.
                PDE solver, Monte Carlo engine, trinomial tree) are required to solve
                the
                relevant PDE.;

              §

              In
                the valuation of financial instruments exposed to non-linear interest
                rate
                risks, in addition to the Black-Scholes paradigm (which is used to
                value
                European style options, e.g. cap/floor, swaption), the entire term
                structure of the yield curve is modeled for some instruments. Notably,
                the
                Heath-Jarrow-Morton model is employed in the term structure modeling,
                which takes into account the de-correlation of the short and long end
                of the yield curve. Such models calibrate to the
                market-quoted yield curve term structure, and traded option quotes
                whenever appropriate. Such calibration assumes that the instruments
                concerned can be hedged and risk managed by the market traded products
                (e.g. interest rate futures, caps/floors, etc). Hence the price of
                such
                instrument is effectively bench-marked to the observable market parameters
                whenever possible;

              §

              Credit
                risk is measured using both linear and non-linear models. In the
                linear case (e.g. CDS, or risky bonds), the methodology (hence
                assumption) is similar to that applied to linear interest rate
                instruments (e.g. swaps or bonds). For non-linear instruments, if
                the
                instruments are exposed to individual credits, typically the
                loss-given-default probability is modeled for those credits using
                market standard Gaussian copula methodology. In
                such methodology, the correlation between individual credits is
                considered and modelled using Gaussian copula. The joint loss
                (probability) distribution can then be calculated using
                numerical techniques, including solving differential equations. Once
                the joint loss (probability) distribution is obtained, the
                statistical average (or expectation) can be obtained by integrating
                the
                relevant part of the probability distribution curve, as the fair
                value. If the instruments are exposed to the risks of CDS term
                structure, the model (hence assumption) used is similar to that used
                in
                the measurement of interest rate term structure
                risk.”

    Note
      5. Remuneration and other benefits paid to the Bank’s directors and senior
      managers

    e)
      Loans, page F-52

    4.
      Please revise to disclose in future filings, if true, that loans to related
      parties were made on terms equivalent to those on an arms length basis. Refer
      to
      paragraph 21 of IAS 24.

    Otherwise,
      please revise to disclose the favorable terms on which such loans were made
      to
      the extent the disclosure in applicable pursuant to paragraph 17 of IAS
      24.

    Response

    The
      required statement is already disclosed in Item 7.B) and Note 55 of our Form
      20F
      for the year ended December 31, 2006. In future filings of our Forms 20F, we
      will include similar wording in relation to Note 5.e) “Loans” of our
      20-F.

    Note
      58.3 Net Income and Stockholder’s Equity
      reconciliations

    Notes
      to the Net Income and to the Stockholder’s Equity Reconciliation. Allowances for
      credit losses, page F-162.

    5.
      In future filings, please revise your disclosure at the top of page F-163
      regarding your use of “peer group” information pursuant to the Bank of Spain’s
      Circular 4/2004 to more clearly specify the scope of your use of such data.
      If,
      as you have indicated in past correspondence and discussions, your use of peer
      group information for the calculation of allowances is limited to loans made
      within the Spanish market, please revise this section in to disclose that fact.
      Please similarly revise your allowance methodology disclosures elsewhere in
      the
      filing, including but not limited to Note 2.g).

    Response

    In
      order
      to specify the scope of our use of peer group information, we will modify our
      disclosures in Note 2.g) “Impairment of financial assets” as stated
      below (we have underlined the wording that we will add in future filings).
      In
      addition, we will provide similar disclosures in other appropriate places of
      our
      Form 20-F.

    “…
      Based on its experience and on the information available to it on the Spanish
      banking industry, the Bank of Spain has established various risk categories,
      applying a range of necessary allowances to each category of debt instruments
      and contingent exposures classified as standard (performing) that are held
      by
      Spanish financial entities or that arise from transactions in the name of
      residents in Spain booked in foreign subsidiaries of Spanish financial
      entities.

    …”

    Note
      58.5 Consolidated financial statements, page F-174

    6.
      The Minority Interest of Euros 3,060,475,000 as of December 31, 2006, presented
      on page F-176 for EU-IFRS required to be applied under Bank of Spain’s Circular
      4/2004 is not consistent with the Minority Interest amount of Euros
      2,220,743,000 presented on page F-160. Please reconcile this
      inconsistency.

    Response

    On
      page
      F-160, we include our EU-IFRS Minority interests and our EU-IFRS Stockholders’
Equity as the opening balance for our stockholders’ equity reconciliation.
      Therefore the €2,220,743 thousands are the minority interests that we include on
      page F-2 (Consolidated Balance Sheets) in our audited consolidated balance
      sheets.

    On
      page
      F-176, we include our consolidated balance sheets under EU-IFRS required to
      be
      applied under Bank of Spain’s Circular 4/2004 reformatted to conform to the
      presentation guidelines set forth in Regulation S-X. As explained on page F-175
      (Note 58.5), application of

    FIN46-R
      resulted in the classification in minority interest of some issuances made
      from
      operating subsidiaries, increasing minority interests under presentation
      guidelines set forth in Regulation S-X.

    Therefore
      minority interests as disclosed under IFRS and Regulation S-X differ as
      follows:

    Thousands
      of euros

              2006

              2005

              2004

              EU-IFRS
                Minority interests (page F-160)

              2,220,743

              2,848,223

              2,085,316

              Total
                adjustments

              839,732

              1,227,544

              1,202,477

              Regulation
                S-X Minority interests (page F-176)

              3,060,475

              4,075,