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United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:            Isabel Rivera

Pam Long

Eric McPhee

Jennifer Monick

 Re: Ferrovial SE

Registration Statement on Form 20-F

Publicly filed on January 5, 2024

CIK No. 0001468522

Ladies and Gentlemen:

On behalf of Ferrovial SE (the “Company”
and, together with its subsidiaries, the “Group”), we are hereby responding to the comments from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained
in the letter dated February 9, 2024 (the “Comment Letter”), relating to the above-captioned registration statement
filed on January 5, 2024 (“Registration Statement”).

The numbering of the paragraphs below corresponds
to the numbering of the comments in the Comment Letter. For the Staff’s convenience, we have set forth below each of the numbered
comments of the Comment Letter in bold type followed by the Company’s responses thereto. All capitalized terms used but not defined
in this letter shall have the meaning ascribed to such terms in the Registration Statement. The Company respectfully advises the Staff
that where the Company proposes to add or revise disclosure in response to the Staff’s comments, the changes are to be reflected
in the next amendment to the Registration Statement (the “First Amended Registration Statement”) that
the Company intends to file with the Staff. These changes will be made subject to relevant factual updates, if necessary.

Latham & Watkins is the business name of Latham & Watkins (London)
LLP, a registered limited liability partnership organised under the laws of New York and authorised and regulated by the Solicitors Regulation
Authority (SRA No. 203820). A list of the names of the partners of Latham & Watkins (London) LLP is open to inspection at its principal
place of business, 99 Bishopsgate, London EC2M 3XF, and such persons are either solicitors, registered foreign lawyers, or managers authorised
by the SRA. We are affiliated with the firm Latham & Watkins LLP, a limited liability partnership organised under the laws of Delaware.

February 20, 2024

Page 2

Item 5. Operating and Financial Review and Prospects

5.A.8 Non-IFRS Measures: Operating Results

5.A.8.1 Adjusted EBIT and Adjusted EBIT Margin, page 121

 1. We note that certain of your non-IFRS measures (e.g., Adjusted EBIT and Adjusted EBITDA) include
a reconciling item for Share of profits of equity-accounted companies. Please tell us, and revise your filing to disclose, why the exclusion
of these amounts results in information that is useful to investors.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the Company discloses Adjusted EBIT and Adjusted EBITDA, which are non-IFRS
measures, because the Company’s management believes these metrics assist investors and analysts in comparing the Company’s
operating performance across reporting periods on a consistent basis by excluding items that the Company’s management believes are
not indicative of its core operating performance. Profits of equity-accounted companies is one of such items.

The Company believes that excluding
the share of profit and loss of equity-accounted companies from Adjusted EBIT and Adjusted EBITDA makes those non-IFRS measures more useful
to investors because Adjusted EBIT and Adjusted EBITDA are meant to show operating performance of the entities that are controlled by
the Company. The adjustment for share of profit and loss of equity-accounted companies is meant to clearly reflect that the Company does
not control, nor does it have any legal claim to, the revenues and expenses related to its equity-accounted companies.

In response to the Staff’s comment,
the Company intends to make the revisions in the First Amended Registration Statement to explain why the exclusion of these amounts results
in information that is useful to investors and to include a further discussion of the limitations associated with the use of these non-IFRS
measures as compared to the use of the most directly comparable IFRS measures.

5.A.8.5 Proportional Results, page 133

 2. We note you present proportional results to reflect the contribution of each of your subsidiaries
in the proportion of your ownership in those subsidiaries. Please revise to remove this disclosure as the presentation of information
regardless of the consolidation method applied does not appear to be appropriate.

Response: The Company respectfully
acknowledges the Staff’s comment and, in response to the Staff’s comment, will revise the disclosure in the First Amended
Registration Statement to remove this disclosure.

5.B.6.2 Adjusted Cash Flows, Cash Flows from
Infrastructure Projects and Cash Flows Excluding Infrastructure Projects, page 140

 3. We note that management considers the disclosure of Adjusted Cash Flows to be useful “because
it provides a further explanation of the evolution of the changes to our Consolidated Net Debt during the reporting period.” Please
tell us why it is necessary to show changes in Consolidated Net Debt based on the cash flow figures reported in your consolidated cash
flow statement. As part of your response, explain why you have shown amounts of Adjusted Cash Flows by operating, investing, and financing
activities.

Response: The Company respectfully
acknowledges the Staff’s comment and, mindful of any potential concerns in relation to using Adjusted Cash Flow to show cash flow
amounts that exclude changes in cash and cash equivalents, the Company decided to eliminate Adjusted Cash Flows from its reporting. Instead,
in the First Amended Registration Statement with the relevant factual disclosures to be updated as necessary, the Company intends to revise
the disclosure related to Consolidated Net Debt as set out in the amended Section 5.B.6.1 set forth in Annex A attached hereto.

February 20, 2024

Page 3

The Company advises the Staff that
this revised Section 5.B.6.1, under “Change in Consolidated Net Debt” column, includes an explanation of the evolution
of its Consolidated Net Debt by period. There the Company would seek to explain changes in its Consolidated Net Debt by disclosing
changes in cash and cash equivalents through the cash flows as reported in accordance with IAS 7, as well as changes in other
components of its Consolidated Net Debt different to cash and cash equivalents, such as borrowings and additional financial items.
The Company intends to show the change in Consolidated Net Debt to explain the evolution of its global indebtedness and to assist
its management in making decisions related to the Company’s financial structure.

Although the Company has
eliminated Adjusted Cash Flows from its reporting, it explains its changes in cash and cash equivalents as reported in accordance
with IAS 7 by operating, investing and financing activities. The Company's management believes that understanding the impact of the
Company's operating, investing and financing activities is useful to, and requested by, its investors. For example, the decision to
invest in a new project would decrease the Company's cash and cash equivalents through investing activities or the Company's
decision to increase the dividends paid to its shareholders would decrease its cash and cash equivalents through financing
activities.

Finally, aligned with the presentation of Consolidated Net Debt, the Company intends to include a split between the
Company’s infrastructure project companies and ex-infrastructure project companies because, as further explained in the
Company’s response to question 6 below, the Company’s management believes that such split is necessary to meet the
expectations of its equity and debt investors and analysts.

 4. You state that the main adjustment between Adjusted Cash Flows and your consolidated cash flows as
reported in accordance with IAS 7 is related to changes of your Consolidated Net Debt during the reporting period. Please explain how
you determined that it is appropriate to show cash flow amounts that exclude changes in cash and cash equivalents during the period. For
example, the adjustment for “Moving in borrowing” appears to exclude amounts recognized in your Consolidated Cash Flow Statements
as Increase in borrowings, Decrease in borrowings, and Net change in borrowings from discontinued operations. In addition, explain how
you determined that it is appropriate to make adjustments (e.g., other movement in borrowings (not cash)) for amounts that do not appear
to relate to changes in cash and cash equivalents during the period.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that, as further discussed in the Company’s response
to question 3, the Company decided to eliminate Adjusted Cash Flows from its reporting. Instead, in the First Amended Registration
Statement with the relevant factual disclosures to be updated as necessary, the Company intends to revise the disclosure related to
Consolidated Net Debt as set out in the amended Section 5.B.6.1 set forth in Annex A attached hereto. There, under “Change in
Consolidated Net Debt” column, the Company will include further disclosures and explanation of the evolution of its
Consolidated Net Debt by period.

 5. As it relates to your reconciliations of Adjusted Cash Flows, please tell us how you concluded that
it is appropriate to reclassify amounts from your Consolidated Cash Flow Statements for interest received and the cash impacts related
to the right-of-use assets recognized under IFRS 16 and the associated liabilities.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that, as further discussed in the Company’s response
to question 3, the Company decided to eliminate Adjusted Cash Flows from its reporting. Instead, in the First Amended Registration
Statement with the relevant factual disclosures to be updated as necessary, the Company intends to revise the disclosure related to
Consolidated Net Debt as set out in the amended Section 5.B.6.1 set forth in Annex A attached hereto. There, under “Change in
Consolidated Net Debt” column, the Company will include further disclosures and explanation of the evolution of its
Consolidated Net Debt by period. As noted in the Company’s response to question 3 above, the Company would seek to explain changes in its Consolidated Net Debt by disclosing,
among others, changes in cash and cash equivalents through the cash flows as reported in accordance with IAS 7. Therefore, the Company
does not intend to apply any reclassification to its consolidated cash flow statements for interest received, and the cash impacts related
to, the right-of-use assets recognized under IFRS 16 and the associated liabilities.

February 20, 2024

Page 4

Adjusted Cash Flows Breakdown (cash flows
from infrastructure projects (Infrastructure Cash Flows) and cash flows excluding…, page 144

 6. We note that you have separated Adjusted Cash Flows into Infrastructure Cash Flows and Ex-Infrastructure
Cash Flows. Please describe for us how you allocate amounts from your Consolidated Cash Flow Statements between Infrastructure project
companies and Ex-infrastructure companies.

Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that, as further discussed in the Company’s response
to question 3, the Company decided to eliminate Adjusted Cash Flows from its reporting. Instead, in the First Amended Registration
Statement with the relevant factual disclosures to be updated as necessary, the Company intends to revise the disclosure related to
Consolidated Net Debt as set out in the amended Section 5.B.6.1 set forth in Annex A attached hereto. There, under “Change in
Consolidated Net Debt” column, the Company will include further disclosures and explanation of the evolution of its
Consolidated Net Debt by period.

Further, the Company advises the Staff
that the Company’s management believes that the split of the different components of the Consolidated Net Debt and its evolution,
between the Company’s infrastructure and ex-infrastructure project companies remains important. Such split is important as the Company’s
equity investors track performance of the Company’s infrastructure project companies on a cash basis, namely dividends received
and capital invested, that are not shown in the Company’s change in cash and cash equivalents reported in its consolidated cash
flow statement. Similarly, the Company’s debt investors need to know the dividends received from infrastructure project companies,
as the key parameters for the rating of corporate bonds are cash flows of ex-infrastructure project companies (the main contributor
of which is dividends from infrastructure project companies) and net debt of the ex-infrastructure project companies.

The Company further advises the Staff
that it allocates the different components of its Consolidated Net Debt and its evolution, specifically cash flows as reported in IAS
7, between infrastructure project companies and ex-infrastructure project companies as follows:

 · The Company’s consolidated subsidiaries and the Company’s equity-accounted companies are classified as
                                                                                                              infrastructure project companies (infrastructure project companies) or not infrastructure project companies (ex-infrastructure
                                                                                                              project companies). These two categories are not simultaneously applied to the same company (i.e., any given company is either
                                                                                                              categorized as an infrastructure project company or an ex-infrastructure project company, but it cannot be both).

February 20, 2024

Page 5

 · The Company includes as ex-infrastructure project companies all companies (whether consolidated or accounted for as equity-accounted
companies) dedicated to construction activities, companies providing services to the rest of the group, and holding companies (including
those that are direct shareholders of infrastructure project companies).

 · The Company includes as infrastructure project companies, all companies (whether consolidated or accounted for as equity-accounted
companies) that meet the definition of “infrastructure project companies” as this is stated in the Company’s annual
reports: specifically, they are companies, which are part of the Company’s toll roads, airports and energy infrastructure businesses.
Appendix I to the Company’s Audited Financial Statements as of December 31, 2022 and 2021 and for the years ended December 31, 2022,
2021 and 2020, included on pages F-155 through F-164 of the Registration Statement, includes a complete list of our subsidiaries and associate
companies, including details of all companies classified as infrastructure project companies, which are identified with a “P” in the “Type”
column.

Specifically, cash flows of ex-infrastructure
project companies are comprised of the cash flows generated by all companies classified as ex-infrastructure project companies