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RESPONSE LETTER

December 19, 2008

Mr. Christian Windsor

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-3720

Dear Mr. Windsor:

     On behalf of Banco Santander, S.A. (“Santander”) we 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 December 19,
2008 in connection with the above referenced Registration Statement on Form F-4 (the “F-4”) of
Santander.

     This letter and Santander’s Amendment No. 2 to the F-4 (the “Amendment”) are being filed with
the Commission electronically today. In addition to the EDGAR filing, we are delivering by
overnight mail a hard copy of this letter, along with a courtesy copy of the Amendment marked to
indicate changes from the version filed on December 15, 2008.

     We 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 marked version of the Amendment.

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

     Amendment No.1 to Form F-4

     General

    1.

    In your response to comment 3 in our letter dated December 11,
2008, you imply that you have filed all your remaining exhibits. However, the
Exhibit Index does not include a legality opinion as required by Item 601(b)(5)
of Regulation S-K.

    Mr. Christian Windsor

    2

    December 19, 2008

    Please include such an opinion in an amendment prior to any
request for acceleration.

In response to the Staff’s comment, a legality opinion has been filed as Exhibit 5.1
to the F-4.

     Recent Developments

     Bernard L. Madoff Securities LLC, page 11

    2.

    Please consider providing the amount of the exposures in terms of
U.S. dollars in addition to euros to better assist the shareholders in evaluating
the condition of Santander. Please also revise to disclose the specific nature of
Santander’s exposure to Madoff Securities.

     In
response to the Staff’s comment, the F-4 has been revised. See
page 11.

     Comparative Per Share Financial Data, page 21

    3.

    We note your response to our previous comment 13. Please revise
your disclosures on page 21 to more clearly describe the nature of the adjustment
eliminating duplication resulting from impairment for the same assets recognized
in the financial statements of both Santander and Sovereign.

     In
response to the Staff’s comment, the F-4 has been revised. See
pages 21-22.

     Opinion of Barclays, Financial Advisor to Sovereign, page 51

    4.

    We note your response to comment 26 in our letter dated December
11, 2008 and we reissue that comment in part. On page 39, you state that
Sovereign retained Lehman Brothers in April 2008 to assist with a possible
transaction. On page 42, you state that Sovereign engaged Barclays as its
financial advisor in September 2008 and the members of the Barclays team were the
same people previously retained by Sovereign in
April 2008. Please revise to disclose the relationship between Sovereign and
Lehman Brothers that commenced in April 2008 and any compensation received as a
result of such relationship. Refer to Item 101(b)(4) of Regulation M-A.

    Mr. Christian Windsor

    3

    December 19, 2008

In response to the Staff’s comment, the F-4 has been revised. See page 58.

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

     If you have any questions regarding this letter or the responses, please do not hesitate to
contact the undersigned at 212-450-4529 or fax: 212-450-3529.

Very truly yours,

/s/ Diane Kerr

Diane Kerr

    cc:

    José Antonio Álvarez

Banco Santander, S.A.

Ciudad Grupo Santander

Avda. de Cantabria, s/n

28660 Boadilla del Monte

Madrid, Spain

Thomas C. Janson

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, New York 10005