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                  New
      York

                  Menlo
      Park

                  Washington
      DC

                  London

                  Paris

                  Madrid

                  Tokyo

                  Beijing

                  Hong
      Kong

                      Nicholas A.
      Kronfeld

                      Davis
      Polk & Wardwell LLP

                      450
      Lexington Avenue

                      New
      York, NY 10017

                      212 450
      4950 tel
212 701 5950 fax

                      nicholas.kronfeld@davispolk.com

                August 7,
      2009

      Mr. Perry J. Hindin

      Special
Counsel

      Division of
Corporation Finance

      U.S. Securities and
Exchange Commission

      Mail Stop
3628

      100 F Street,
NE

      Washington, D.C.
20549-3628

                Re: Banco Santander, S.A.

                Registration
      Statement on Form F-4

                Filed
      July 9, 2009

                File
      No. 333-160492

      Dear Mr.
Hindin:

      On behalf of Banco Santander, S.A. (the “Company”), we are
writing to respond to the comments set forth in the letter of the staff of the
U.S. Securities and Exchange Commission (the “Staff”) dated July 30, 2009,
related to the above-referenced Registration Statement (the “Registration
Statement”).  In response to the comments set forth in the Staff’s
letter, the Company will amend the Registration Statement as described in this
response letter.

      We
have reproduced below in italics the Staff’s comments in the order in which they
were set out in your letter, numbered correspondingly, and have provided the
Company’s response immediately below each comment.

      General

      1.           Based
on telephone conversations with you during the week of July 20, 2009, it is the
Staff’s understanding that you will file a Schedule TO-I in connection with the
six exchange offers being registered pursuant to this registration statement as
soon as practicable on the date of commencement.  Please confirm in
your response letter.  Refer to Exchange Act Rule
13e-4(b)(1).  The following comments assume that a Schedule TO-I will
be filed.

      Response:  The
Company confirms that a Schedule TO-I relating to the six exchange offers will
be filed as soon as practicable on the date of commencement of the exchange
offers.

      2.           Please
also confirm in your response letter that the exchange offers will be open for a
full 20 business days, as required by Exchange Act Rule 14e-1(a).  See
Rule 13e-4(a)(3) for additional guidance on the definition of “business
day.”

                  Perry J.
      Hindin

                  August 7,
      2009

                  pg.
      2

      Response:  The
Company confirms that the exchange offers will be open for a full 20 business
days in accordance with Exchange Act Rule 14e-1(a).

      3.           Please
explain the basis upon which you have concluded that the exchange offers will
not have a going private effect.  Please see Exchange Act Rule
13e-3(a)(3)(ii).  To the extent Grupo Santander is relying on Exchange
Act Rule 13e-3(g)(2), please advise.

      Response:  The
Company submits that none of the exchange offers is a Rule 13e-3 transaction.
The Company acknowledges that each of the exchange offers will entail the
purchase of an equity security (as defined in the rule) by the issuer of such
security, or by an affiliate of such issuer (Rule 13e-3(a)(3)(i)(A)); however,
none of the exchange offers has a reasonable likelihood or a purpose of
producing, either directly or indirectly, either of the effects described in
Rule 13e-3(a)(3)(ii).

      First, the exchange
offers will not cause any of the classes of target securities in the exchange
offers to become eligible for termination of registration or termination or
suspension of reporting obligations (Rule 13e-3(a)(3)(ii)(A)) because each such
class is currently held of record by fewer than 300 persons, and is thus already
eligible for termination of registration under Rule 12g-4 and Rule 12h-6 and
termination of reporting obligations under Rule 12h-6 or suspension under Rule
12h-3.  Rule 12g5-1 defines “held of record” for purposes of Sections
12(g) and 15(d) of the Exchange Act; Rule 12g5-1(a)(3) states that securities
identified as held of record by one or more persons as trustees, executors,
guardians, custodians or in other fiduciary capacities with respect to a single
trust, estate or account shall be included as held of record by one
person.  Question 152.01 of the Exchange Act Compliance and Disclosure
Interpretations relating to Rule 12g5-1 clarifies that where securities are held
by institutional custodians such as Cede & Co., each of the depository’s
accounts for which the securities are held is a single record
holder.  Acupay System LLC, the exchange agent for the exchange
offers, has confirmed to the Company that 100% of each class of target
securities is held through The Depository Trust Company (“DTC”), and that each
class of target securities was held by fewer than 300 DTC participant accounts
as of a record date prior to the filing of the Company’s F-4 on July 9, as shown
in the table below:

                   Name of Target
      Security

                  CUSIP of Target Security

                  Number
      of DTC Participants Holding Target Security

                  Record
      Date

                7,600,000 outstanding 6.410%
      non-cumulative existing Series 1 preferred securities, par value $25,
      fully and unconditionally guaranteed by Banco Santander
      S.A.

                80281R300

                77

                July 7,
      2009

                20,000,000 outstanding 6.800% non-cumulative existing Series 4
      preferred securities, par value $25, fully and unconditionally guaranteed
      by Banco Santander S.A.

                80281R706

                70

                July 3,
      2009

                24,000,000 outstanding 6.500% non-cumulative existing
      Series 5 preferred securities, par value $25, fully and unconditionally guaranteed
      by Banco Santander S.A.

                80281R805

                63

                July 3,
      2009

                14,000,000 outstanding Floating Rate (Three-Month U.S.
      dollar LIBOR plus 0.52%) non-cumulative existing Series 6 preferred
      securities, par value $25, fully and unconditionally guaranteed by Banco
      Santander S.A.

                80281R888

                47

                July 3,
      2009

        Davis Polk & Wardwell
LLP

                Perry J.
      Hindin

                August 7,
      2009

                pg.
      3

                     Name of Target
      Security

                    CUSIP of Target Security

                    Number
      of DTC Participants Holding Target Security

                    Record
      Date

                  8,000,000 outstanding 7.300% existing
      Sovereign depositary
      shares (each representing a 1/1,000 interest in
      a Share of Series C Non-Cumulative Perpetual Preferred Stock), liquidation
      preference
      $25.

                  845905405

                  54

                  July 6,
      2009

                  1,000,000 outstanding 8.963% non-cumulative existing
      Abbey National trust preferred
      securities, liquidation preference $1,000, fully and unconditionally
      guaranteed by Abbey National plc.

                  002927AA9

                  24

                  July 7,
      2009

      Second, the
exchange offers are not reasonably likely to and are not intended to cause any
class of target securities in the exchange offers which is listed on a national
securities exchange or authorized to be quoted on an inter-dealer quotation
system of a registered national securities association to be neither so listed
nor so authorized (Rule 13e-3(a)(3)(ii)(B)).  The target securities in
five of the six exchange offers are currently listed for trading on the New York
Stock Exchange.  The target securities in the remaining exchange offer
are currently listed for trading on the Luxembourg Stock
Exchange.  Section 8 of the New York Stock Exchange (the “NYSE”)
Listed Company Manual states that the NYSE will initiate suspension and
delisting procedures with respect to preferred stock if (i) the aggregate market
value of publicly-held shares is less than $2,000,000 or (ii) the number of
publicly-held shares is less than 100,000.  The Company and its
advisers do not believe that there is a reasonable likelihood that the aggregate
market value or number of publicly-held shares of any of the target securities
will approach or decrease to below the thresholds set forth by the NYSE
following the completion of the exchange offers, nor is it the purpose of the
exchange offers to cause either of the foregoing to occur.

      As
an additional safeguard against the occurrence of a going private effect under
Rule 13e-3(a)(3)(ii)(B), the Company has made it a condition precedent to the
acceptance for settlement of the target securities of any series that such
settlement will not cause such series (i) not to be listed on the NYSE and (ii)
not to be authorized to be quoted on an inter-dealer quotation system of any
registered national securities association (see “The Exchange Offer—Conditions
to the Exchange Offer and Deemed Representations” on page 38).  If the
acceptance for exchange of any tendered target securities would cause the
applicable series of target securities to become delisted or unauthorized to be
quoted as described above, the Company will not close the exchange offer for
such series and would expect to commence a new exchange offer for such series,
subject to a maximum tender to prevent the occurrence of such delisting or loss
of authorization.

      The Company is not
relying on Exchange Act Rule 13e-3(g)(2).

      Front Cover
Page

      4.           We
note language indicating that withdrawal rights will not be available “during
any subsequent offering period.”  As Exchange Act Rule 13e-4 does not
provide for subsequent offering periods for the exchange offers registered in
the above registration statement, please revise such language
accordingly.

      Response: In response
to the Staff’s comment, the Company will revise the front and back cover of the
prospectus included in the Registration Statement to remove references to “any
subsequent offering period.”

        Davis Polk & Wardwell
LLP

                Perry J.
      Hindin

                August 7,
      2009

                pg.
      4

      Forward-Looking Statements,
page v

      5.           We
note the reference to the Private Securities Litigation Reform Act of 1995. We
remind you that the safe harbor protections for forward-looking statements
contained in the federal securities laws do not apply to statements made in
connection with a tender offer.  See Section 27A(b)(2)(C) of the
Securities Act, Section 21E(b)(2)(C) of the Exchange Act and Question 117.05 of
the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3
Compliance and Disclosure Interpretations (January 26, 2009) available at
www.sec.gov.  Please revise and refrain from referring to such safe
harbor provisions in any offers to exchange, future press releases or other
communications relating to the exchange offers.

      Response: In response
to the Staff’s comment, the Company will remove the reference to the Private
Securities Litigation Reform Act of 1995 in “Forward-Looking Statements” on page
v and will refrain from referring to such safe harbor provisions in any future
communications relating to the exchange offers.

      6.           We
also note the disclaimer in the last two paragraphs of this section regarding
the Issuer’s and the Guarantor’s obligations to update forward-looking
statements.  This disclaimer is inconsistent with your obligations
under Exchange Act Rule 13e-4(c)(3) to amend the Schedule TO to reflect a
material change in the information previously disclosed.  Please
revise and avoid using such statements in all future communications relating to
the exchange offers.

      Response: In response
to the Staff’s comment, the Company will revise “Forward-Looking Statements” to
undertake to revise or update publicly any forward-looking statements if such
revision or update is required by the federal securities laws.  The
Company will avoid using a blanket disclaimer of its obligation to update
forward-looking statements in future communications relating to the exchange
offers.

      Summary Consolidated
Financial Data, page 7

      7.           We
note that the registrants have incorporated by reference the financial
information required by Item 1010(a) of Regulation M-A and have provided some of
the summary information required by Item 1010(c).  Please provide the
information required by Item 1010(c)(4) and (c)(5) for Abbey National and
Sovereign or advise why such information is not material.  See
Instruction 6 to Item 10 of Schedule TO.  Also refer to telephone
interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly
Available Telephone Interpretations” that is available on the Commission’s
website at http://www.sec.gov for additional guidance.

      Response:  In
response to the Staff’s comment, the Company will provide the information
required by Item 1010(c)(4) of Regulation M-A for Abbey National and
Sovereign.  The Company would propose not to provide the information
required by Item 1010(c)(5) of Regulation M-A.  The Company
respectfully submits that the book value of the common stock of Abbey National
and Sovereign is not material to holders of preferred shares in the context of
an exchange offer because the preferred shares have priority over the common
shares in the payment of dividends and in the event of
liquidation.  Further, the Company believes there is the possibility
that the reference to two different classes of equity securities in the summary
financial data of the relevant issuer may be confusing to
investors.

      8.           We
note that the registration statement does not contain similar summary
information for Santander Finance Preferred, S.A. Unipersonal.  To the
extent the summary information disclosed with respect to Banco Santander is
intended to satisfy the disclosure obligations of Item 10 of Schedule TO, please
advise.  If so, please also provide the information required by Item
1010(c)(5) for Banco Santander or advise why such information is not
material.

        Davis Polk & Wardwell
LLP

                Perry J.
      Hindin

                August 7,
      2009

                pg.
      5

      Response:  The
Company advises the Staff that the summary information disclosed with respect to
Banco Santander is intended to satisfy the disclosure obligations of Item 10 of
Schedule TO.  The Company proposes not to provide the information
required by Item 1010(c)(5) for Banco Santander because we do not believe such
information is material.  We respectfully refer the Staff to the
Company’s response to Item 7 above.

      The Other Exchange Offers,
page 43

      9.           We
note from your disclosure on page 43 that at least one of the subject classes of
securities in the “other exchange offers” are preferred stock.  Please
confirm that you will file a Schedule TO-I for these exchange offers or provide
us with your analysis as to why these other exchange offers are not tender
offers.  Refer to Rule 13e-4(a)(1) and (2) and Rule
3a11-1.

      Response:  The
Company does not expect to file a Schedule TO-I for the other exchange offers
because the other exchange offers are either (a) taking place entirely outside
the United States (the “U.S.”) and therefore are not subject to the tender offer
rules or (b) not issuer tender offers within the meaning of Rule 1