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 Grifols,
                                            S.A.

Avinguda de la Generalitat 152-158

08174 Sant Cugat del Vallès

Barcelona - ESPAÑA

Tel. [34] 935 710 500

Fax [34] 935 710 267

www.grifols.com

August 28, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington. D.C. 20549

To the attention of Frank Wyman and Daniel Gordon

Re: Grifols, S.A.

  Form 20-F for the fiscal year ended December 31, 2023

  Filed April 19, 2024

  Form 6-K filed July 30, 2024

  File No. 001-35193

Dear Mr. Wyman and Mr. Gordon:

Grifols, S.A. (“Grifols”
or the “Company”), is pleased to respectfully submit this letter in response to a comment letter from the staff (the
 “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 16, 2024
relating to the above-referenced Form 6-K.

For the convenience of the
Staff, and for completeness purposes, the Staff's comments have been restated below in italicized type and the Company’s response
is set out immediately following each comment.

Staff’s
Comment:

Form 6-K filed July 30, 2024

Notes to the Condensed Consolidated Interim Financial Statements
for the six-month period

ended 30 June 2024

(2) Basis of Presentation and Accounting Principles Applied

(d) Changes in accounting criteria and correction of errors
Shanghai RAAS, page 4

1. Please provide an accounting analysis supporting your correction
                                       of prior financial reporting for the SRAAS investment and GDS non-controlling interest. Refer
                                       us to the technical guidance upon which your relied. In addition, provide the following information.

 · Describe
                                            and quantify the methods and key assumptions used to calculate the restatement adjustment
                                            of €457.2 million and explain the relationship between this amount and the SRAAS investment
                                            and GDS non-controlling interest as of March 30, 2020 and January 1, 2023.

 · Explain
                                            why this restatement had no effect on operating results reported for the SRAAS investment
                                            and GDS non-controlling interest from 2020 through 2023.

 · Clarify
                                            whether this accounting error was identified by management or Deloitte in connection with
                                            its review of your interim financial statements for the six months ended June 30, 2024.

 · Describe
                                            your "accounting policy adopted in March 2020 " that governed reciprocal interests
                                            held by GDS and SRAAS, explain its deficiencies and describe how they were corrected in this
                                            restatement.

 · Describe
                                            your current accounting policy for a "non-controlling interest when an investment in
                                            an associate has a stake in a Group company."

Company’s
Response:

Please
refer to the attached Accounting Analysis Memorandum regarding the correction of SRAAS investment. Detailed answers to your specific
questions can be found in the “Restatement Adjustment” section therein.

We hope that this response
adequately addresses the issues you have raised in your comments, and we remain at your disposal if you need any clarification or additional
information.

Sincerely,

David Bell

Chief Corp. Affairs & Legal Officer

Grifols, S.A.

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 Grifols,
                                            S.A.

Avinguda de la Generalitat 152-158

08174 Sant Cugat del Vallès

Barcelona - ESPAÑA

Tel. [34] 935 710 500

Fax [34] 935 710 267

www.grifols.com

Accounting analysis for the correction of SRAAS investment

In the initial recognition of the investment in Shanghai
RAAS Blood Products Co. Limited (“SRAAS”), Grifols did not correctly apply the accounting policy adopted when it owns an associate
which has a holding in a subsidiary, resulting in a correction to the equity-method investment in SRAAS. Therefore, the amounts presented
as of December 31, 2023 and January 1, 2023 in the Condensed Consolidated Interim Balance Sheet as of June 30, 2024 have been restated
in accordance with paragraph 42 of International Accounting Standard 8.

    Background

    SRAAS
                                            acquisition:

    Transaction accounted for in December 2019

    ·    In
                                            March 2019, Grifols entered into a Share Exchange Agreement with SRAAS, pursuant to
                                            which Grifols agreed to deliver 90 shares of Grifols Diagnostic Solutions Inc. (hereinafter
                                            “GDS”) a wholly-owned U.S. subsidiary of Grifols, (representing 45% of the economic
                                            rights and 40% of the voting rights) in exchange for 1.766 billion of SRAAS shares (representing
                                            26.2% of the economic rights and voting rights). Such transaction did not entail any cash
                                            flow movement, being solely a share exchange.

    ·    The
    exchange ratio under the Share Exchange Agreement was determined using different valuation methods, which, among others, included
    the quoted market price of SRAAS shares and discounted cash flows and market multiples for GDS shares.

    ·    Based
    on the fair values of SRAAS and GDS, the following exchange ratio was determined: 45% of the economic rights in GDS = 26.2% of the
    economic rights in SRAAS (which includes the 45% of the economic rights in GDS). The fair values considered in the exchange ratio
    were as follows:

    GDS

    Equity
    Value (100%) (million USD)
    4,279

    45%
    of GDS Equity Value (million USD)
    1,926

    SRAAS

    Number
    of shares outstanding (million) (1)
    4,975

    Value
    per share (RMB)(2)
    7.5

    SRAAS
    – Equity Value (100%) (million RMB)
    37,310

    SRAAS
    – Equity Value (100%) (million USD)
    5,427
    A

    45%
    of GDS Equity Value (million USD)
    1,926
    B

    SRAAS
    – Equity Value (million USD)
    7,352
    A + B

    SRAAS
    Equity Value – 26.2% (million USD)
    1,926

    (1)  The
    number of SRAAS shares corresponds to the number of shares prior to the exchange.

    (2)  The
    fair value was determined according to an analysis conducted of the quoted market price; however, the price per share considered
    in the exchange ratio (7.5 RMB) does not correspond to a specific date but rather to the result of various analyses over different
    periods of time.

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    ·    Following
    the completion of the transaction, Grifols would maintain control over GDS through the retention of the 55% of its economic rights
    and 60% of its voting rights.

    ·    As
    of December 31, 2019, Grifols had transferred the rights to 90 GDS shares in exchange for a contractual right to receive 1.766
    billion SRAAS shares, which delivery was delayed due to the COVID-19 outbreak in China.

    ·    Consequently,
    on December 31, 2019, SRAAS was a minority shareholder owning 45% of the economic rights in GDS. As of December 31, 2019
    Grifols, did not apply IAS 28 as per the delay in the closing of the transaction mentioned above did not have shareholders rights
    over SRAAS shares, but a contractual right to receive shares. At that point of time Grifols determined that the contractual right
    to receive 1.766 billion SRAAS shares met the definition of a financial asset under IFRS 9 – Financial Instruments and elected
    to carry such financial asset at fair value through profit or loss.

    ·    The
    delivery of 90 GDS shares had no impact on the consolidated profit for the year of Grifols according to IFRS 10 – Consolidated
    Financial Statements, since such delivery was considered a transaction with non-controlling interests where Grifols retained control
    over GDS.

    ·    The
    impact in Grifols’ consolidated financial statements as of and for December 31, 2019:

    -    An
    increase of Other Current Financial Assets amounting to €1,717 million (USD 1,927 million) representing the fair value of the
    contractual right to receive 1.766 billion SRAAS shares (as described in note 12 to the financial statements included in Grifols’
    annual report on Form 20-F as of and for the year ended December 31, 2019 (the “2019 20-F”));

    -    An
    increase in Non-controlling Interests amounting to €1,511 million (as described in note 18 to the financial statements included
    in the 2019 20-F), equivalent to 45% of economic rights of the GDS group at December 31, 2019;

    -    An
    increase in Retained Earnings amounting to €227 million (as described in note 16 to the financial statements included in the
    2019 20-F);

    -    A
    decrease in translation differences in an amount of €22 million and a gain in the consolidated statement of profit and loss
    from fiscal year 2019 amounting to €1 million related to the change in the fair value of the contractual right to receive 1.766
    billion SRAAS shares (as described in note 27 to the financial statements included in the 2019 20-F).

    Closing
                                            of SRAAS acquisition:

    ·    On
    March 30, 2020, the transactions under the Shares Exchange Agreement closed, resulting in Grifols receiving 1.766 billion shares
    representing 26.2% of the economic and voting rights of SRAAS.

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    Transaction
    accounted for on March 30, 2020
    ·     As
    a result of the transfer of the 1.766 billion SRAAS shares, Grifols recognized its interest in SRAAS as an investment in an associate
    company because Grifols exercised significant influence in accordance with the criteria established in IAS 28 – Investment
    in Associates and Joint Ventures. Grifols recognized SRAAS’ equity-accounted investment at the quoted market price of the shares
    on March 30, 2020, amounting to €1,773 million. The increase in the fair value of the contractual right to receive 1.766
    billion SRAAS shares under IFRS 9 based on the quoted market price of SRAAS shares on March 30, 2020 from the amount recognized
    as of December 31, 2019 of €1,717 million was €56 million, which Grifols recognized as finance income in the consolidated
    statement of profit and loss (as described in note 27 to the financial statements included in Grifols’ annual report on Form 20-F
    as of and for the year ended December 31, 2020).

    ·     As
    of March 30, 2020, the recording of the SRAAS investment had the following impacts in Grifols’ consolidated financial statements:

    -     An
    increase in Investments in equity-accounted investees amounting to €1,773 million;

    -     A
    decrease in Other Current Financial Assets amounting to €1,717 million;

    -     A
    gain of €56 million in finance income in the statement of profit and loss.

    ·     Consequently,
    Grifols held an interest in an associate, SRAAS, which has a holding in a subsidiary, GDS (reciprocal interest in GDS).

    Measurement of non-controlling interests
    where an associate holds an interest in a subsidiary (reciprocal interest):

    In accordance with IAS 8.10, in the absence
    of a standard or an interpretation that specifically applies to a transaction, other event or condition, management must use its
    judgement in developing and applying an accounting policy that results in information that is relevant and reliable.

    In making that judgement, management must
    refer to, and consider the applicability of, the following sources in descending order:

    a)    the
    requirements and guidance in IASB standards and interpretations dealing with similar and related issues; and

    b)   the
    definitions, recognition criteria and measurement concepts for assets, liabilities, income and expenses in the Framework (as such
    term is defined in IAS 8.11).

    Since the IFRS do not address this specific
    topic, Grifols’ management used the accounting manuals of the Big Four as a technical reference.

    The following excerpt is from the E&Y
    book, which is in line with what the other Big Four firms state.

    E&Y – International GAAP®
    2020 - International Financial Reporting Group under IFRS (chapter 7 – Consolidation procedures and non-controlling interests
    – section 5.3 page 509)

    “Neither IFRS 10 nor IAS 28 explain
how to account for non-controlling interests when the group owns an associate which has a holding in a subsidiary. A non-controlling
interest is defined as “the equity in a subsidiary not attributable, directly or indirectly to a parent” IFRS 10 –
Appendix A. It is unclear whether this should be computed based on the ownership interests held by the group (i.e. by the parent and
any consolidated subsidiary), or whether it should also take into account the indirect ownership of the subsidiary held by the associate.

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    Standards:
    IFRS 10 and IAS 28
    The reciprocal interest can also give
    rise to a measure of double-counting of profits and net assets between the investor and its associate.

    We believe that there are two possible
    approaches to determine the amount of non-controlling interests in the subsidiary:

    a)   The
    non-controlling interests are determined after considering the associate’s ownership of the subsidiary (‘look through
    approach”); or

    b)   The
    non-controlling interests are determined based on the holdings of the group in the subsidiary (“black box approach”).

    An entity should apply the chosen approach
    consistently.

    In applying the “look through approach”
    the parent must not recognize the share of the subsidiary’s results recognized by the associate applying the equity method,
    in order to avoid doble-counting. The “black box approach” will often lead to reporting higher consolidated net assets
    and results than when using the “look through approach” as this adjustment is not made, although the amounts attributed
    to owners of the parent should be the same under both approaches….”

    In addition, IAS
    28:26 states that many of the procedures appropriate for the application of the equity method are similar to the consolidation
    procedures described in IFRS 10. Furthermore, the concepts underlying the procedures used in accounting for the acquisition of a
    subsidiary are also adopted in accounting for the acquisition of an investment in an associate or joint venture.

    IFRIC® Update, August
    2002, Agenda Decision, ‘IAS 28 Investments in Associates and Joint Ventures—Reciprocal equity interests’ states
    that when a company A owns an interest in B, and B concurrently owns an interest in A, those investments are known as reciprocal
    interests (or ‘cross-holdings’). When Entity A and Entity B account for their investments in one another using the equity
    method as defined in IAS 28, similar to the consolidation procedures applied when a subsidiary is consolidated, the equity method
    requires reciprocal interests to be eliminated.

    Policy choice adopted by Grifols for
    both “equity method to the investment in an associate” and a "non-controlling interest” when it has an investment
    in an associate which has a holding in a subsidiary:

    Since the IFRS do not specifically address
    the accounting treatment of equity method investment and non-controlling interests when an associate accounted for under the equity
    method has a ho