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December 26, 2023
Ignacio Madridejos
Chief Executive Officer
Ferrovial SE
Kingsfordweg 151
1043 GR Amsterdam
The Netherlands
Re:Ferrovial SE
Amendment No. 2 to Draft Registration Statement on Form 20-F
Submitted December 15, 2023
CIK No. 0001468522
Dear Ignacio Madridejos:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 2 to Draft Registration Statement on Form 20-F Submitted December 15, 2023
Item 5. Operating and Financial Review and Prospects
5.B.6.2 Cash Flows from Infrastructure Projects, Cash Flows Excluding Infrastructure Projects
and Adjusted Cash Flows, page 138
1.We note your response to prior comment 1, which indicates that you are treating
infrastructure companies that are consolidated within your audited financial statements as
investments in shares for the purpose of these non-IFRS measures. Please revise your
filing to explicitly and clearly disclose this information. In addition, we are unclear if you
are changing the basis of your associate companies (equity-accounted companies) within
your non-IFRS measures, please tell us and revise your filing to explicitly and clearly state
if you are or are not changing the basis of your associate companies (equity-accounted
companies).

 FirstName LastNameIgnacio Madridejos
 Comapany NameFerrovial SE
 December 26, 2023 Page 2
 FirstName LastName
Ignacio Madridejos
Ferrovial SE
December 26, 2023
Page 2
2.We note your response to prior comment 1 and your related revisions to your filing. It
appears that your non-IFRS measures of Infrastructure Cash Flow, Ex-Infrastructure Cash
Flow and Adjusted Cash Flows have the effect of changing the basis of accounting for
certain entities to account for them as if they were investments in shares. Please tell us
how you determined it was appropriate to present these measures that change the basis of
accounting for these entities.
3.It does not appear that you have presented a reconciliation of your non-IFRS measures of
Infrastructure Cash Flow and Ex-Infrastructure Cash Flow to the most directly comparable
IFRS financial measure or measures. Please revise your disclosure to include these
reconciliations. Refer to Item 10(e)(1)(i) of Regulation S-K.
Item 6. Directors, Senior Management, and Employees
6.C.1.4. Corporate Governance Practices, page 167
4.We note your statement that under Dutch law, a majority of votes cast may approve a
resolution in a meeting where no quorum is required under Dutch law or the company's
Articles of Association. Please clarify what resolutions or actions must be approved in a
meeting where a quorum is required under Dutch law or the company's Articles of
Association, and state the quorum requirement.
            Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Isabel Rivera at 202-551-3518 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       M. Ryan Benedict