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October 5, 2012

VIA EDGAR SUBMISSION

Mr. Hugh West

Accounting 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, S.A.

Form 20-F for the Fiscal Year Ended December 31, 2011

Filed April 27, 2012

Form 6-K filed July 27, 2012

File No. 001-12518

Dear Mr. West:

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 August 24, 2012 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.

****************************

Form 20-F for the Fiscal Year Ended December 31, 2011

Item 4. Information on the Company, page 22

B. Business overview, page 37

Latin America, page 41

1. We note your disclosure on page 42 that some variations in your balance sheet data are calculated in the currency of the country that is being described. We also note discussions throughout this section that refer to amounts and percentage changes in income in “local currency.” Based on your disclosure that these amounts eliminate the effect of exchange rates from the local currency to Euros, these measures appear to be non-GAAP measures as defined

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by Item 10(e) of Regulation S-K. Please revise your future filings to provide a reconciliation of these amounts to your results reported under IFRS.

Response

We acknowledge the Staff’s comment and we will revise our future filings to present the relevant historical financial information in Euros next to any financial information presented in local currency, as appropriate. In addition to presenting the historical financial information next to amounts or percentages in local currency, below please find the proposed disclosure to be included in our future filings regarding the purposes for which management uses local currency measures:

“Management makes use of certain financial measures in local currency to help in the assessment of on-going operating performance. These non-GAAP financial measures include the results of operations of our subsidiary banks located outside the Eurozone, excluding the impact of foreign exchange. We analyze these banks’ performance on a local currency basis to better measure the comparability of results between periods. Because changes in foreign currency exchange rates have a non-operating impact on the results of operations, we believe that evaluating their performance on a local currency basis provides an additional and meaningful assessment of performance to both management and the company’s investors. For a discussion of the accounting principles used in translation of foreign currency-denominated assets and liabilities to euros, see Note 2(a)  of our consolidated financial statements.”

Below is an example of how we will present the financial information relating to our business units in future filings:

“Brazil …Total income rose 11.3% (11.2% in local currency, plus 0.1% due to exchange differences)…”

Assets, page 53

Exposure to sovereign counterparties by credit rating, page 60

2. We acknowledge that you are located within the peripheral Eurozone, and therefore, you have a significant amount of direct risk exposure to that geographical region. We also note your disclosure of direct sovereign and private sector exposure to the peripheral countries of the Eurozone at December 31, 2011 as well as your CDS purchased and sold that you have identified as indirect exposure. Please revise your disclosure in future filings to clarify how you define and identify indirect exposure to risks in the peripheral countries of the Eurozone, and describe the indirect risk exposures that you have identified. Also, address how you are monitoring and/or mitigating the effects of such indirect exposure as it relates to your overall risk management process. Note that we believe indirect exposure could include the following:

·

exposure to other entities that are highly concentrated in the affected areas and to affected counterparties;

·

a slowdown in global economic activity and wider economic contraction in the corporate sector; and

·

the potential for redenomination and devaluation risk and related effects to payment and clearing systems or global exchanges.

Response

We respectfully inform the Staff that we have based the distinction between direct and indirect derivative exposure on guidelines issued by the European Banking Authority. In accordance with this guidance, with respect to both public and private issuers and borrowers, “indirect exposure” as used in the 20-F refers to our exposure to CDSs where the underlying party is located in one of the

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peripheral countries of the Eurozone. Santander historically has only entered into such CDSs with counterparties that are located outside the Eurozone periphery – mainly counterparties in the US or UK. “Direct exposure” refers to our exposure to derivatives where the counterparty is located in one of the peripheral countries of the Eurozone, irrespective of the location of the underlying party. None of such derivatives are CDSs. In future filings, we will modify the table with the foregoing as shown below:

“Millions of euros

Debt instruments

Derivatives (***)

Balances with

central banks

Financial assets

held for trading

and Other

financial assets at

fair value through

profit or loss

Available-

for-sale

financial

assets

Loans and

receivables

Loans and

advances to

customers

(*)

Direct

exposure

Other than CDSs

Indirect

exposure

(CDSs)

Total on-

balance-sheet

exposure

Contingent

liabilities and

commitments (off-

balance exposure)

Total

exposure

(***) “Other than CDSs” refers to the exposure to derivatives where the counterparty is located in one of the peripheral countries of the Eurozone, irrespective of the location of the underlying party. “CDSs” refers to exposure to CDSs where the underlying party is located in one of the peripheral countries of the Eurozone.”

We respectfully inform the Staff that we do not track exposure to risk factors of the type enumerated by the Staff on an aggregate basis and it would not be possible to quantify exposure to these risk factors. Rather, as part of our risk management process, we consider numerous risk factors applicable to individual borrowers or pools of loans, as applicable, including the factors listed by the Staff above, which may impact our borrowers’ and counterparties’ ability to perform. Such factors are reflected in our internal risk ratings, which are used in the determination of provisions for loan losses. In Item 11 of our Form 20-F we disclose the factors for determining our own internal risk ratings.

Classified Assets, page 62

Allowances for Credit Losses and Country-Risk Requirements, page 67

The process: credit rating and parameter estimation, page 68

3. You disclose that you include a measure of indirect costs in determining the appropriate level of loss given default. Please tell us how you considered paragraph AG84 of IAS 39 when determining that indirect costs of selling the collateral should be included in this measure.

Response

We acknowledge the Staff’s comment and we would like to clarify that our loss given default is determined including the direct costs associated with the collection process but not the indirect costs.

In future filings, we will revise the relevant disclosure as shown below:

“The LGD calculation is based on the analysis of recoveries of past due transactions, considering not only revenues and costs associated with the collection process, but also the moment when these revenues and costs take place and all indirect costs linked to the collecting activity.”

Movements in Allowances for Credit Losses, page 71

4. We note that the net charge-offs against loan loss allowance to average loans ratio for borrowers in Spain has been lower than the same ratio for borrowers outside Spain for the most recent five years. Please revise future filings to disclose the underlying factors that contribute to the lower net charge-offs to average loans ratio in Spain as compared to outside Spain. If the variance results from a difference in charge-off policies in foreign jurisdictions as

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compared to Spain, revise your disclosure on page 70 to also disclose the policies at your foreign subsidiaries and discuss any impact the different policies have on this ratio.

Response

We respectfully inform the Staff that we do not have different charge-off policies in foreign jurisdictions as compared to Spain. We immediately charge-off non-performing assets that we believe will never be repaid. Otherwise, the Bank of Spain requires that we charge-off non-performing assets four years after they were classified as non-performing. Accordingly, even if an allowance equal to 100% of a non-performing asset has been established, we may maintain that non-performing asset, fully provided for, on our balance sheet for up to four years if we believe, based on objective factors, that it is possible for us to recover any portion of that asset. In addition, we are not allowed under Bank of Spain requirements to perform partial write-offs of impaired loans. When a loan is deemed partially uncollectible, the credit loss is charged against earnings through provisions for loan losses instead of through partial write-offs of the loan.

However, we acknowledge the Staff’s comment and we have provided sample disclosure below regarding the underlying factors that contributed to the lower net charge-offs to average loans ratio in Spain as compared to foreign jurisdictions:

“The net charge-offs against loan loss allowance to average loans ratio is lower in Spain than in foreign jurisdictions primarily due to the different mix of products of our credit portfolio in the various countries in which we operate (our mortgage portfolio is focused in Spain and United Kingdom while in Latin America (including Brazil) the main products are non-collateral loans (credit cards or consumer loans)). In Spain the percentage of loans with collateral (secured by mortgages on finished homes, offices and multi-purpose premises and rural properties or by pledges on monetary deposits, listed equity instruments and debt securities of issuers with high credit ratings) is 58%. The figure outside Spain includes certain countries such as Brazil where this percentage is lower than 10%, which means that the amount of loan write-offs contributed each year by these countries is far higher, since these entities of the Group have fewer possibilities of recovering the loans once they have fallen into arrears.”

5. Additionally, we note that a separate ratio calculated based upon the amounts that you disclose highlights a difference between your foreign and domestic allowance methodologies. Specifically, the allowance for credit losses for borrowers outside Spain (€12.081 billion) covered your gross charge offs outside Spain (€9.632 billion) by 1.25 times as of December 31, 2011; whereas, the allowance for credit losses for borrowers in Spain (€6.907 billion) covered your gross charge offs in Spain (€2.798 billion) by 2.47 times as of December 31, 2011. Please revise future filings to disclose why your allowance coverage of loans outside Spain is roughly half of your coverage of loans in Spain. In your response, clarify the factors that contribute to lower coverage of loans outside Spain, including how your foreign loan types and loan terms differ from your domestic loan types and loan terms, and whether losses emerge on foreign and domestic loan portfolios in differing ways.

Response

We respectfully inform the Staff that we do not use or analyze the ratio described by the Staff in the comment for management purposes, as we do not consider that there is a meaningful relationship between our allowances for credit losses and the amount of charge-offs we perform each year.

Further, we respectfully inform the Staff that we use the ratio of allowances for loan losses to average loans outstanding for management purposes. On page 71 of the 20-F, we disclose the allowance for loan losses in Spain (€6,907 million) and outside of Spain (€12,081 million) and our average loans outstanding in Spain (€217,235 million) and outside Spain (€513,568 million). Considering that information, our coverage of loans in Spain as of December 31, 2011 was 3.1% (2.2% excluding construction and property development), compared to 2.4% outside Spain.

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Evolution of Impaired Balances, page 75

6. Per your disclosure on page 74, your domestic non-performing loan (NPL) balances increased by €2.866 billion in 2011. Also, we note your disclosure on page 76 that in 2011, NPLs rose in both of the economies most affected by the crisis, namely Spain and Portugal. Please revise your disclosure in future filings to more clearly identify the underlying factors that caused your NPLs to rise in Spain by 23% in 2011, including whether there were certain factors related to your Enterprise loan segment in Spain that contributed to this increase.

Response

We acknowledge the Staff’s comment and in future filings we will enhance our explanations to identify more clearly the underlying factors that affected our non-performing loan balances.

We have provided sample disclosure below regarding the increase in our NPL balances in Spain in 2011:

“NPL balances increased in 2011 by €3,514 million to €32,036 million (an increase of 12.3% as compared to 2010). NPL balances were €28,522 million in 2010, a 16% increase as compared to €24,554 million in 2009. These variations reflect the impact of continued weak economic environments in some markets, mitigated in part by risk management activities. In 2011, NPLs fell at Santander Consumer Finance and Sovereign, but rose in both of the economies most affected by the crisis, namely Spain and Portugal, and, to a lesser extent, in the countries better placed in the economic cycle, such as the UK. In Latin America as a whole, the increase in NPLs tracked lending growth.

“The increase in non-performing loans in Spain in 2011 (+€2,866 million) was due to deteriorating macroeconomic conditions in Spain caused by decreased business activity, a decline in consumption and deterioration in the labor market with unemployment reaching 23%. By segment, this increase was concentrated in the real state sector where the NPL ratio increased to 28.6% at December 31, 2011 from 17% a year earlier. Other sectors also increased their NPL ratio during this period but more moderately. In the case of mortgage loans to individuals it increased to 2.7% (from 2.2% as of December 31, 2010) while for the rest of the loan portfolio (mainly consumer loans and enterprises) it increased to 3.5% (from 3.1% as of December 31, 2010)..”

7. Please revise your tabular disclosure in future filings to separately present gross additions to the balance of impaired loans as well as the balance of loans which remain outstanding but are no longer considered impaired and the balance of loans that have paid off or otherwise refinanced. Discuss the reasons for any material differences between reported periods. We believe this disclosure would more accurately reflect the various drivers behind chan