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CORRESP
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CORRESP

    450 Lexington Avenue

    Menlo Park

    New York, NY 10017

    Washington, D.C.

    212 450 4000

    London

    FAX 212 450 3800

    Paris

    Frankfurt

    Madrid

    Tokyo

    DIANE KERR

    Beijing

    212-450-4529

    Hong Kong

December 19, 2008

    Re:

    Banco Santander, S.A.

Acceleration Request for Form F-4

File No. 333-155413

Mr. Christian Windsor

United States 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 attach Santander’s request for
effectiveness on Friday, December 19, 2008 at 5 p.m. or as soon as practicable thereafter.

     This request for effectiveness is being filed electronically with the Securities and Exchange
Commission (the “Commission”) today. Santander plans to file Amendment No. 2 (the “ Amendment No.
2”) to Form F-4 (the “F-4”) on Friday, December 19, 2008, which will address all of the outstanding
comments regarding Amendment No. 1 to Form F-4. Santander will inform the staff of the Commission
immediately if Santander requires that its request for effectiveness be withdrawn or amended.

     Should you require further clarification of any of the issues raised in this letter or the
Amendment No. 2, please contact the undersigned at 212-450-4529 or fax: 212-450-3529

    Sincerely,

    /s/ Diane Kerr

    Diane Kerr

    Banco
Santander, S.A. - Domicilio Social: Paseo de Pereda, 9-12. 39004
SANTANDER - R.M. de Santander, Hoja 286, Folio 64, Libro 5°
de Sociedades,

Inscripciôn 1#, C.I.F. A-39000013

    December 19, 2008

    United States Securities and Exchange Commission

    Division of Corporation Finance

    101 F Street, N.E.

    Washington, D.C. 20549-3720

        Attention:

    Mr. Christian Windsor

Division of Corporation Finance

        RE:
Banco Santander, S.A.

          Form F-4 (No. 333-155413)

    Dear Mr. Windsor,

    Pursuant to Rule 461 promulgated under the Securities Act
    of 1933, as amended, Banco Santander, S.A. (the
    “Company”) hereby requests that the effectiveness of
    the Registration Statement on Form F-4
    (File No. 333-155413) be accelerated to Friday
    December 19, 2008 at 5 p.m. or as soon thereafter as
    practicable.

    The Company acknowledges that:

        •

    should the Commission or the staff, acting pursuant to delegated
    authority, declare the filing effective, it does not foreclose
    the Commission from taking action with respect to the filing;

        •

    the action of the Commission or the staff, acting pursuant to
    delegated authority, in declaring the filing effective, does not
    relieve the Company from its full responsibility for the
    adequacy and accuracy of the disclosure in the filing; and

        •

    the Company may not assert staff comments and the declaration of
    effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of
    the United States.

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