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CORRESP
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    José
      Antonio Álvarez

    Chief
      Financial Officer

    October
      22, 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 22, 2007, you provided further comments 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, we have provided responses to those comments 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

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

    iii)
      Valuation techniques, page F-19

              1.

              We
                note your response to prior comment two in our letter dated October
                5,
                2007. We continue to believe that additional disclosure should be
                provided
                to comply with the fair value disclosure requirements in IFRS 7.
                Specifically, we note the reference to various models and methodologies
                used to determine fair value for your financial instruments, including
                the
                present value method, the Black-Scholes paradigm, the Heath-Jarrow-Morton
                model, and the standard Gaussian copula methodology. Please revise
                future
                filings to include a discussion of the significant assumptions and
                inputs
                into each of these different models and methodologies as required
                by paragraph 27(a) of IFRS 7. For example, disclose the significant
                inputs
                into these models that have the potential to most significantly impact
                the
                value determined, and the assumptions for those inputs for all periods
                presented.

Response

    In
      future
      filings, we will revise these disclosures to address the Staff’s
      comments.

    *  *  *  *

    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.