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CORRESP
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CORRESP

New York
Menlo Park
Washington DC
São Paulo
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

 212 450 5950 fax

nicholas.kronfeld@davispolk.com

 September 18, 2014

Re:
Banco Santander S.A.

Registration Statement on Form F-4

File No. 333-196887

 Ms. Suzanne Hayes

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Mail Stop 4720

Washington, DC 20549-3628

 Dear Ms. Hayes,

On behalf of our client, Banco Santander, S.A. (“Santander Spain”), we are following up on our letter to the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 18, 2014 (the “Letter”) relating to Santander Spain’s Registration Statement on Form F-4 filed on
June 18, 2014 (as amended to date) (the “Registration Statement”) in connection with its proposed exchange offer to acquire securities of Banco Santander (Brasil) S.A. (“Santander Brasil”).

Further to response 1 in the Letter, please find enclosed copies of the requested opinions from Davis Polk & Wardwell LLP, U.S. counsel to Santander
Spain, Uría Menéndez, Spanish counsel to Santander Spain, and Pinheiro Neto Advogados, Brazilian counsel to Santander Spain, provided to Santander Spain regarding the applicability of Rule 13e-3(g)(2) under the Securities Exchange Act
of 1934, as amended.

 Division of Corporation Finance

 U.S. Securities
and Exchange

 Commission

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September 18, 2014

 Should any questions arise, please do not hesitate to contact me at (212) 450-4950 or nicholas.kronfeld@davispolk.com.

 Thank you for your time and attention.

 Sincerely,

/s/ Nicholas A. Kronfeld

 Nicholas A. Kronfeld

cc:
Via E-mail

Mr. Javier Illescas, Banco Santander, S.A.l

Mr. Carlos de Nicolás, Banco Santander, S.A.

New York
Menlo Park
Washington DC
São Paulo
London

Paris
Madrid
Tokyo
Beijing
Hong Kong

 Davis Polk & Wardwell LLP

450 Lexington Avenue

 New York, NY 10017

September 18, 2014

Re:
Banco Santander, S.A. Exchange Offers

 Banco Santander, S.A.

Ciudad Grupo Santander

 Avenida de Cantabria s/n

28660 Boadilla del Monte

 Madrid, Spain

Ladies and Gentlemen:

 We have acted as special counsel
to Banco Santander, S.A. (“Santander Spain”), a sociedad anónima organized under the laws of the Kingdom of Spain, in connection with the proposed exchange offers to acquire all of the issued and outstanding units
(each of which represents one ordinary share (ação ordinária) and one preferred share (ação preferencial)), American Depositary Shares (ADSs) (each of which represents one unit) and any ordinary
shares and preferred shares not held in the form of units of Banco Santander (Brasil) S.A. (“Santander Brasil”), in each case other than any Santander Brasil units, Santander Brasil ADSs, Santander Brasil ordinary shares or
Santander Brasil preferred shares owned directly or indirectly by Santander Spain, in exchange for ordinary shares, par value €0.50 per share, of Santander Spain to be delivered to holders of Santander Brasil ADSs in the form of American
Depositary Shares, in accordance with the terms described in the Registration Statement on Form F-4, Registration No. 333-196887 (as amended through the date hereof, the “Registration Statement”) filed with the U.S. Securities
and Exchange Commission (the “Commission”).

 In connection with this opinion, we have examined (i) the Registration Statement,
(ii) a letter dated as of September 9, 2014 from Uría Menéndez, Spanish counsel to Santander Spain, in which Uría Menéndez confirmed the accuracy of the description of Santander Spain ordinary shares in the
section titled “Comparison of Rights of Holders of Santander Spain Securities and Santander Brasil Securities” in the Registration Statement (the “UM Letter”), (iii) a letter dated as of September 9, 2014 from
Pinheiro Neto Advogados, Brazilian counsel to Santander Spain, in which Pinheiro Neto Advogados confirmed the accuracy of the description of Santander Brasil units (and the Santander Brasil ordinary shares and preferred shares underlying such units)
in the section titled “Comparison of Rights of Holders of Santander Spain Securities and Santander Brasil Securities” in the Registration Statement (the “PN Letter”), and (iv) such other documents as we have deemed
necessary or appropriate in order to enable us to render our opinion.

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September 18, 2014

 In such examination, we have, without independent inquiry or investigation, assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the
authenticity of the originals of such latter documents. For purposes of this opinion, we have also assumed, without independent inquiry or investigation, the accuracy of the statements set forth in the UM Letter, the PN Letter and the Registration
Statement, including in the section titled “Comparison of Rights of Holders of Santander Spain Securities and Santander Brasil Securities” contained therein, and of all representations as to factual matters made to us and set forth herein.
Our opinion is based solely on the documents that we have examined. We have not undertaken any independent investigation of any factual matter set forth in any of the foregoing.

Background

 In connection with its review of the
Registration Statement, the staff of the Commission, pursuant to a letter to Santander Spain dated July 14, 2014, requested that Santander Spain provide a legal analysis of why Santander Spain believes Rule 13e-3 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), does not apply to the proposed U.S. exchange offer. In a letter dated July 24, 2014, we responded to the staff on behalf of Santander Spain and expressed the reasons why Santander
Spain believes Rule 13e-3 does not apply to the proposed U.S. exchange offer, including, among other reasons, because the transaction qualifies for the exemption provided by subsection (g)(2) of the rule. Rule 13e-3(g)(2) under the Exchange Act
provides an exception that states, in pertinent part, that Rule 13e-3 does not apply to “[a]ny Rule 13e-3 transaction in which the security holders are offered or receive only an equity security Provided, That: (i) Such equity
security has substantially the same rights as the equity security which is the subject of the Rule 13e-3 transaction including, but not limited to, voting, dividends, redemption and liquidation rights except that this requirement shall be deemed to
be satisfied if unaffiliated security holders are offered common stock”.

 In a letter to Santander Spain dated August 8, 2014, the staff
requested that Santander Spain provide an opinion of counsel opining that “the voting, redemption, dividend, liquidation and individual shareholder rights of action of holders of Santander ordinary shares will be substantially equivalent to the
rights enjoyed by holders of Santander Brasil securities who participate in the offer”, referring to the “substantially the same rights” prong of Rule 13e-3(g)(2).

Comparison of the Rights of Holders of Santander Brasil ADSs and Santander Spain ADSs

The subject Santander Brasil securities listed and traded in the United States are ADSs, as are the offered Santander Spain securities. Both ADSs are
substantially equivalent pass-through securities. Accordingly, this discussion focuses on the rights arising from the securities underlying the ADSs. In this connection, we have reviewed the Registration Statement (including the section therein
titled “Comparison of Rights of Holders of Santander Spain Securities and Santander Brasil Securities”), the UM Letter and PN Letter, and based on such review we note the following:

1.
 Voting. Each Santander Brasil unit and each Santander Spain ordinary share entitles the holder thereof to attend and vote at general
shareholders meetings of Santander Brasil and Santander Spain, respectively. Each Santander Spain ordinary share entitles the holder thereof to one vote per share. Each Santander Brasil unit is entitled to one vote

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September 18, 2014

per unit based on the Santander Brasil ordinary share comprising part of such unit and in certain limited circumstances (as described in the section titled “Comparison of Rights of Holders
of Santander Spain Securities and Santander Brasil Securities–Shares–Voting Rights and Action by Written Consent” in the Registration Statement), each Santander Brasil unit is entitled to one additional vote per unit based on the
Santander Brasil preferred share comprising part of such unit.

2.
Redemption. Neither the Santander Brasil units (or the Santander Brasil ordinary shares or preferred shares underlying such units) nor the Santander Spain ordinary shares are redeemable at the option of the
holders thereof or at the option of Santander Brasil or Santander Spain, respectively.

3.
Dividends. The Santander Brasil units entitle the holders thereof to participate pro rata in any dividend distribution payable on account of the Santander Brasil ordinary shares comprising part of such units and
the Santander Brasil preferred shares comprising part of such units. The dividend paid on the preferred share component of the Santander Brasil unit is required to be 10% greater than the dividend paid on the ordinary share component of the
Santander Brasil unit. Santander Brasil’s bylaws also provide for a mandatory minimum dividend to be paid on the equity of Santander Brasil as a whole on an annual basis, subject to certain limitations. The Santander Spain ordinary shares
entitle the holders thereof to participate in any dividend distribution on a pro rata basis but do not provide for any mandatory minimum dividends. Moreover, Santander Spain generally has paid a dividend that is higher than the dividend paid by
Santander Brasil (e.g. in 2013, 2012, 2011, 2010 and 2009 each Santander Brasil unit received R$0.63 ($0.27)1, R$0.71 ($0.31), R$0.84 ($0.36), R$0.93 ($0.40) and R$0.452 ($0.19), respectively, in annual dividends and in each of those years, each Santander Spain ordinary share received €0.60 ($0.83) in annual dividends). See “Selected Financial Data of
Santander Spain” and “Selected Financial Data of Santander Brasil” in the Registration Statement. The Santander Spain ordinary share dividend also generally has been higher after taking into account the exchange ratio for the proposed
offer (i.e. 0.70 Santander Spain ordinary shares for each Santander Brasil unit).

4.
Liquidation. The Santander Brasil units and the Santander Spain ordinary shares each entitle the holders thereof to participate on a pro rata basis in the distribution of any remaining assets upon a liquidation
of Santander Brasil or Santander Spain, respectively. While the Santander Brasil preferred shares comprising a component of the Santander Brasil units are entitled to receive pro rata distributions upon liquidation before the equal distribution on
ordinary shares, they are not entitled to any priority in the amount of payment, and therefore they receive distributions on liquidation on a pro rata basis with the Santander Brasil ordinary shares.

5.
Individual Shareholder Rights of Action. Among other rights, the Santander Brasil units and the Santander Spain ordinary shares each entitle the holders thereof to (i) call a general shareholders meeting in
certain circumstances, (ii) cause a corporate action for

1 All U.S. dollar amounts in this letter have been calculated using the applicable 2013 year-end exchange
rate.

 2 The Santander Brasil units were created in 2009. Therefore, the annual dividend amount given
for each Santander Brasil unit is the amount that each Santander Brasil unit would have received if the units had been outstanding for the entire year.

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September 18, 2014

liability against the directors or officers of Santander Brasil or Santander Spain, as applicable, upon the passing of a resolution at a shareholders’ meeting, in each case subject to
certain requirements, and (iii) inspect certain books and records of Santander Brasil or Santander Spain, as applicable.3

We also understand, as set forth in the Registration Statement under the heading “Santander Spain’s Reasons for the Proposed Exchange Offers”,
that tendering holders of Santander Brasil ADSs will gain enhanced liquidity by holding Santander Spain shares in the form of Santander Spain ADSs. Based upon publicly available information and information provided to us by Santander Spain, we
understand that during the four year period preceding August 13, 2014, the average daily trading volume of Santander Spain ADSs has been 6,982,730 ADSs and the average daily trading volume of Santander Brasil ADSs has been 1,650,404.5 ADSs. In
addition, the ADTV of this period of Santander Spain ordinary shares was 91,515,972 compared to 2,849,617 for the units of Santander Brasil.

Applicability of Rule 13e-3(g)(2) – Substantial Equivalence Prong

Rule 13e-3(g)(2) provides an exception to applicability of Rule 13e-3 where, among other things, holders of the subject securities are offered only an equity
security that has substantially the same rights as the equity security which is the subject of the Rule 13e-3 transaction including, but not limited to, voting, dividends, redemption and liquidation rights. We note that there are certain
differences between Spanish corporate law and Brazilian corporate law and between the Santander Spain ordinary shares and the Santander Brasil units, as described in the Registration Statement and under the heading “Comparison of the Rights of
Holders of Santander Brasil ADSs and Santander Spain ADSs” above, however, we are of the view that such differences do not cause the rights of such equity securities to be considered less than substantially the same for purposes of Rule
13e-3(g)(2).

 Due to the preferred stock component of the Santander Brasil units, the Santander Spain ordinary shares have proportionally higher voting
rights (relative to share of total equity) than the Santander Brasil units (that is, only half of the equity associated with the Santander Brasil units has full voting rights while the Santander Spain ordinary shares have full voting
rights). For example, shares of Santander Spain comprising 1% of the shareholders equity of Santander Spain have 1% of the voting power of Santander Spain equity, while units of Santander Brasil comprising 1% of the equity of Santander Brasil
have less than 1% of the voting power of Santander Brasil equity.4 Thus, Santander Spain ordinary shares have greater voting rights than Santander Brasil units. Such an enhancement of voting
rights by virtue of the exchange supports

3 Brazilian corporate law and Spanish corporate law differ. Accordingly, although shareholders benefit
from common rights under both jurisdictions’ corporate law, the contours of those rights differ as described in the Registration Statement under “Comparison of Rights of Holders of Santander Spain Securities and Santander Brasil
Securities”. For example, while security holders in each jurisdiction have appraisal rights, the events that trigger those rights differ under Spanish corporate law and Brazilian corporate law; while security holders in each jurisdiction have
inspection rights, the items that may be inspected differ under Spanish corporate law and Brazilian corporate law.

 4 The fact that the Santander Brasil unit has up to two votes while the Santander Spain share has one vote is not relevant to the analysis of the relative voting power of each security or the
substantial equivalence analysis. In any exchange offer that is other than a one-for-one exchange offer, the exchange offer will result in the number of votes per holder ch