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CORRESP
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      José
        Antonio Álvarez

      Chief
        Financial Officer

    October
      18, 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.; mail stop 4561

    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 October 4, 2007, you provided comments, in addition to those provided
      by
      letter dated September 5, 2007, on behalf of the staff (the “Staff”) of the U.S.
      Securities and Exchange Commission (the “SEC”) with respect to Banco Santander
      S.A.’s (formerly Banco Santander Central Hispano, S.A., or the “Bank”)
      annual report on Form 20-F for the fiscal year ended December 31, 2006 (“2006
      Form 20-F”). In response to your comments and on behalf of the Bank, and as a
      supplement to our letter to the Staff dated October 5, 2007, 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.

              Please
                refer to our previous comment 1. In your response, you propose to
                disclose
                that Loan Losses are excluded from “Net Operating Income”. However, Loan
                Losses are only one example of various operating expenses including
                multiple provision and impairment charges that are excluded from
                your
                measure titled “Net Operating Income”. For purposes of transparency,
                please revise your proposed disclosures to specifically disclose
                that the
                profit and loss account mandatory presentation excludes certain operating
                expenses, including various impairment and provision charges from
“Net
                Operating Income”, and reduces “Gross Income” by certain
                expenses.

    Response

    In
      our
      Annual Report on Form 20-F for the fiscal year ended December 31, 2007 (the
      “2007 Form 20-F”) and in other future financial statement
      filings made with the SEC that contain U.S. GAAP reconciliations (the 2007
      Form
      20-F, together with such other filings, collectively, the “Future
      Filings”), we will revise our disclosures in response to your comments.
      We have extracted below Note 1. b) “Basis of
      presentation of the consolidated financial statements” from

    the
      audited financial statements included in our 2006 Form 20-F and we have
      underlined the wording that will be added:

    “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 certain operating expenses, including various impairment
      and provision charges from “Net Operating Income”, and reduces “Gross Income” by
      certain expenses.”

    d)
      Measurement of financial assets and liabilities and recognition of fair value
      changes iii) Valuation techniques, page F-19

              2.

              We
                note your proposed enhanced disclosures in response to our previous
                comment 3. Paragraph BC38 of IFRS 7 specifies that the assumptions
                used in
                internal valuation models (for those models that could result in
                a
                significantly different estimate of fair value) shall be disclosed
                to give
                users of financial statements a sense of the potential variability
                of fair
                value estimates and of the sensitivity of fair value estimates to
                the main
                valuation assumptions. Therefore, please revise your future filings
                to
                disclose the main assumptions used for each valuation model disclosed.
                Additionally, please revise your proposed disclosures to identify
                the
                extent to which a particular valuation model is used to value certain
                of
                your asset and liability
                classes.

    Response

    In
      our
      Future Filings, we will enhance our description of the assumptions used in
      our
      internal valuation models as follows.

    “Financial
      assets and liabilities carried at fair value determined by reference to
      observable market prices include government debt securities, asset-backed and
      corporate debt securities, corporate equity shares, short positions in
      securities and debt securities issued.

    Where
      representative market prices for an instrument are not available or are
      unreliable because of poor liquidity the fair value is derived from prices
      for
      its components using appropriate pricing or valuation models. Such instruments
      are substantially loans, deposits, repurchase agreements and most
      derivatives.

    A
      negligible proportion of the Group’s trading derivatives are valued directly
      from quoted prices, the majority being valued using appropriate internal
      valuation models.

    The
      main techniques employed in these 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.

    The
      fair value of the instruments derived from the pricing and valuation models
      described above, takes into account contract terms, including maturity, as
      well
      as quoted market parameters such as interest rates and volatilities. The Group’s
      pricing and valuation models do not entail material subjectivity because the
      methodologies used do not incorporate significant judgment and the parameters
      included in the models can be

    calibrated
      to actively quoted market prices. Values established from pricing models are
      adjusted for credit risk and liquidity risk.”

    Note
      58.5 – Consolidated financial statements, page F-174

              3.

              Please
                refer to our previous comment 6. On page F-175, you state that these
                financial statements are prepared in accordance with EU-IFRS and
                are
                merely reclassified to conform to the presentation requirements of
                Regulation S-X. Therefore, it remains unclear why you have reclassified
                certain amounts to conform to FIN 46-R for this presentation, since
                FIN
                46-R is not within the scope of Regulation S-X. Please revise your
                future
                filings accordingly, or
                advise.

    Response

    In
      our
      Future Filings, we will revise our disclosures to reflect this comment. In
      our
      U.S. GAAP disclosures, we will present the consolidated balance sheet and
      consolidated statements of income of the Group under the EU-IFRS required to
      be
      applied under Bank of Spain’s Circular 4/2004, reformatted to conform to the
      presentation guidelines for bank holding companies set forth in Regulation
      S-X
      of the Securities and Exchange Commission of the United States of America
      without taking into consideration the application of FIN 46-R.

    *  *  *  *

    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.
      Fernando Ros, Deloitte, S.L.

    Ms.
      Mónica
      Cueva, Banco Santander, S.A.

    Mr.
      José
Galiana, Banco Santander, S.A.

    Mr.
      Javier
      del Castillo, Banco Santander, S.A.