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October 28, 2011

Ms. Suzanne Hayes

Assistant Director

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, S.A.

Form 20-F for Fiscal Year Ended December 31, 2010

Filed June 6, 2011

Form 6-K filed August 1, 2011

File No. 001-12518

Dear Ms. Hayes:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated September 30, 2011 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) and Form 6-K (the “6-K”) of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below. All references to page numbers in Santander’s responses are to pages in the filed version of the 20-F and 6-K. I have also underlined and italicized our proposed changes to our Form 20-F and to our consolidated financial statements that will be included in future filings and I have struck through the text that will be deleted in future filings.

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Form 20-F for the fiscal year ended December 31, 2010

Risk Factors, page 13

Some of our business is cyclical and our income may decrease…, page 13

1.

Please provide more descriptive disclosure to be included in future filings that identifies your products and services whose levels of income depend on the strength of the economies in the regions where you operate. Please provide quantitative disclosure of the impact to your profit by geographical area.

Response

We acknowledge the Staff’s comment and we will enhance our disclosure in future filings to provide the abovementioned disclosure. We present below the modifications that we propose to include in future filings:

“Some of our business is cyclical and our income may decrease when demand for certain products or services is in a down cycle.

The level of income we derive from certain of our products and services depends on the strength of the economies in the regions where we operate and certain market trends prevailing in those areas. Therefore, negative cycles may adversely affect our income in the futureregions. Customer loans and deposits, which collectively account for most of our earnings, are particularly sensitive to economic conditions. In 2010, Continental Europe, the United Kingdom, Latin America and Sovereign (US) represented 35.0%, 17.9%, 43.3% and 3.8%, respectively, of the profit attributable to the Group’s operating areas for the year. A negative economic cycle in any of these geographic segments could have a material adverse effect on our results of operations.”

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The possibility of the moderate economic recovery returning…, page 14

2.

Please revise to quantify in this risk factor the amount of your gross sovereign debt exposure to Spain, Portugal, Greece, Italy and Ireland.

Response

We have taken into consideration the Staff’s comment and we indicate below our proposed disclosure in future filings to quantify in this risk factor the amount of our gross sovereign debt exposure to Spain, Portugal, Greece, Italy and Ireland:

“Despite the extent of the aforementioned intervention, global investor confidence remains cautious. The world’s largest developed economies, including the United States and United Kingdom, grew during 2010, although, in most cases, still at a slow pace. Spain, however, continued to suffer from a recession. In addition, recent downgrades of the sovereign debt of Ireland, Greece, Portugal, Italy and Spain have caused volatility in the capital markets. Our exposure to the sovereign debt of Greece, Portugal, Italy and Spain as of December 31, 2010 was €0.2, €2.8, €0.8 and €35.7 billion, respectively, and we had no exposure to the sovereign debt of Ireland. Continued or worsening disruption and volatility in the global financial markets could have a material adverse effect on our ability to access capital and liquidity on financial terms acceptable to us, if at all.  If capital markets financing ceases to become available, or becomes excessively expensive, we may be forced to raise the rates we pay on deposits to attract more customers.  Any such increase in capital markets funding costs or deposit rates would entail a repricing of loans, which would result in a reduction of volume, and may also have an adverse effect on our interest margins. A further economic downturn, especially in Spain, the United Kingdom, other European countries, the United States and certain Latin American countries, could also result in a further reduction in business activity and a consequent loss of income for us.”

Changes in the regulatory framework in the jurisdictions where we operate…, page 18

3.

Please revise your disclosure in this risk factor to clarify how the enhanced regulation that you discuss presents material risks to you. For example, please revise this risk factor to explain the “more restrictive conditions” imposed by the Bank of Spain’s Circular 9/2010 and how the amended rules will impact your business specifically. Furthermore, please ensure that your revised disclosure clarifies the impact that the Dodd-Frank legislation will have on your United States operations (e.g., whether Sovereign Bank will be negatively impacted by the Durbin Amendment’s cap on debit card transaction fees).

Response

We have taken into consideration the Staff’s comment and we indicate below our proposed disclosure in future filings to enhance the impact of Bank of Spain’s Circular 9/2010:

“In Spain, the Bank of Spain issued Circular 9/2010 on December 22, 2010, which amends certain rules in order to establish more restrictive conditions regarding capital requirements for credit risk, credit risk mitigation techniques, securitization and treatment of counterparty and trading book risk. This Circular has not had and it is not expected that it will have a quantifiable material impact on our business. The Circular was issued following the passage of two EU Directives on risk management (Directive 2009/27/CE and Directive2009/83/CE).”

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We continue to believe that with respect to the Dodd-Frank legislation, which requires implementing regulations, many of which are behind schedule, subject to reproposal or not yet published, it is not yet possible to assess the impact of regulatory reform on the Group.  We expect to update this risk factor disclosure at each appropriate disclosure moment in Form 6-Ks and our Annual Reports on Form 20-F as appropriate, but we respectfully inform the Staff that we do not believe that any update in the risk factor is appropriate at this time.  Supplementally, we inform the Staff that with respect to the impact of the Durbin Amendment on our United States operations, we expect that the negative impact on the revenue as a result of the Federal Reserve's mandated reduction in interchange and routing fees will be approximately $50 to $60 million annually, based on current debit card transaction volumes and fee structures.  This amount would not be material to the Group on a consolidated basis.

In future filings, we will evaluate if this regulation or other more recent regulations are relevant for our business and we will ensure that we discuss how they present material risks for us.

Credit, market and liquidity risks may have an adverse effect on our credit ratings…, page 20

4.

Please expand your disclosure in this risk factor to quantify the likely effect a one and two notch downgrade in credit rating would have on your borrowing costs and your collateral obligations under derivative contracts.

Response

We acknowledge the Staff’s comment and we will enhance our disclosure in future filings to provide additional qualitative disclosure regarding the effect of a downgrade in our credit ratings. We respectfully inform the Staff that we are not able to meaningfully quantify the impact of a credit rating downgrade because any such impact would depend in substantial part on factors that are difficult to quantify and ultimately beyond our control. For example, while we expect our borrowing costs would gradually increase in the event of a ratings downgrade as our indebtedness was refinanced, we are not able to predict the amount of such increase, which would depend on market conditions and our funding needs in the months and years following any such downgrade, as well as the possibility that we would adjust our funding mix in response. None of our indebtedness includes provisions for an increase in the interest rate as a result of a downgrade.

Similarly, while we expect that a ratings downgrade would require us to post additional collateral under our derivative contracts, the amount of additional collateral required would depend on market conditions and our derivatives’ positions at the time of any such downgrade. Both market conditions and our positions change daily; consequently, we could not meaningfully quantify the impact of a downgrade on our collateral requirements.

We present below the modifications that we propose to include in future filings:

“Credit, market and liquidity risks may have an adverse effect on our credit ratings and our cost of funds. Any reduction in our credit rating couldwould likely increase our cost of funding, require us to post additional collateral under some of our derivative contracts and adversely affect our interest margins and results of operations.

Credit ratings affect the cost and other terms upon which we are able to obtain funding. Rating agencies regularly evaluate us and their ratings of our long-term debt are based on a number of factors, including our financial strength as well as conditions affecting the financial services industry generally.

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Any downgrade in our ratings couldwould likely increase our borrowing costs, and require us to post additional collateral under some of our derivative contracts, and could limit our access to capital markets and adversely affect the ability of our businessour commercial business. For example, a ratings downgrade could adversely affect our ability to sell or market certain of our products, such as subordinated securities, engage in business transactions—particularlycertain longer-term and derivatives transactions— and retain our customers, particularly customers who need a minimum rating threshold in order to invest. This, in turn, could reduce our liquidity and have an adverse effect on our operating results and financial condition.

The Group’s long-term debt is currently rated investment grade by the major rating agencies (Aa3 by Moody’s Investors Service España, S.A. and AA- by each of Standard & Poor’s Ratings Services and Fitch Ratings Ltd.) with negative outlook due to the difficult economic environment in Spain. All three agencies downgraded the Group’s rating in October 2011 together with that of the main Spanish banks, due to the tougher-than-previously-anticipated macroeconomic and financial environment in Spain with dimming growth prospects in the near term, depressed real estate market activity and heightened turbulence in the capital markets.

In light of the difficulties in the financial services industry and the financial markets, there can be no assurance that the rating agencies will maintain their current ratings or outlooks, or with regard to those rating agencies who have a negative outlook on the Group, there can be no assurances that such agencies will revise such outlooks upward. The Group’s failure to maintain favorable ratings and outlooks couldwould likely increase theits cost of its funding and adversely affect the Group’s interest margins and results of operations.”

Business Overview, page 34

5.

In future filings, please ensure that you disclose the reasons underlying significant changes in profit and return on equity for your business operating units. For example, we note your disclosure on page 36 that profits attributable to the Santander Branch Network and to Banesto declined by 38% and 43.2%, respectively, in 2010 compared to 2009, but that you did not disclose the reasons for these changes. In your response, please provide sample disclosure that is responsive to this comment as it would have appeared in your 2010 Form 20-F.

Response

We have taken into consideration the Staff’s comment concerning enhanced disclosure of the reasons underlying significant changes in profit and return on equity for our business operating units and we confirm to the Staff that in future fillings we will provide an explanation for any significant changes.

In response to the Staff comments we provide the sample disclosure requested as it would have appeared in our 2010 Form 20-F:

“The Santander Branch Network

….In 2010, profit attributable to the Parent bank from the Santander Branch Network was €1,243 million, 38.0% lower than 2009, while the ROE reached 17.4% (as compared to 26.6% in 2009).

This substantial decrease was due to the weak economic environment in Spain which has caused a decrease in net interest income, due to the lower demand for loans, the repricing of mortgages and the higher cost of funds resulting from stiffer competition for deposits as well as a decrease in net fee income and to lower gains on financial transactions due to decreased activity in transactions involving securities, commercial bills and derivatives.

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…

Banesto

…In 2010, profit attributable to the Parent bank from Banesto was €419 million, a 43.2% decrease from 2009, while the ROE reached 9.4% as compared to 11.7% in 2009. As with the Santander Branch Network, these lower profits were due to lower demand for loans, the repricing of mortgages and the higher cost of funds which have impacted our net interest income and net fees as a consequence of weak economic environment.

Exposure to sovereign counterparties by credit rating, page 58

6.

We note your disclosure of sovereign risk exposure to the sovereign entities of Ireland, Greece, Portugal and Spain here and on page 253, which includes exposure to Italy. We also note your disclosure of private and sovereign debt issued by origin of the issuer in Note 7, and your disclosure of gross credit risk exposure in Note 54. Please revise your disclosure in future filings either here or in Note 54 to expand your tabular disclosure to address all of your exposure to each of these countries, separately, in terms of private and sovereign institutions, including Italy, and address the following:

·

Disclose whether the loan exposures in your disclosure are inclusive of credit derivatives purchased or if any credit derivatives (including both credit derivatives purchased and sold) are reported in the derivatives and repos (CRE) column. Also, please revise your table to provide disclosure of the gross exposure and separately disclose the notional and fair value of any credit protection purchased.

·

Additionally, please indicate whether you have sold credit protection on any sovereign exposures related to these entities, and if so, please disclose the notional and fair value amount of credit protection sold by country.

·

Please clarify for us whether your derivatives exposure (trading and hedging) to each of these private and sovereign entities is included in the tabular disclosure on a gross or net basis. If your exposure is presented on a net basis, please revise your disclosure in future filings to present both the gross and net exposure.

·

If your disclosure presents your credit risk net of any collateral, please revise future filings to disclose those amounts separately.

·

Clarify whether your tabular disclosure includes all off-balance sheet exposure to these private and sovereign entities, including financial guarantees, and any other continge