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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

    Response dated February 20, 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 26, 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 from the Staff. 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 in this letter 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.

March 4, 2024

Page 2

Item 5. Operating and Financial Review and Prospects

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

 1. We note your response to prior comments 3 through 9 and your
                                            proposed revisions at annex A. With respect to your tabular presentation of the changes in
                                            consolidated net debt please address the following:

 ● Please revise to remove the subtotal labeled activity cash
                                            flows.

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 the subtotal labeled activity cash flows.

 ● Please include a reconciliation of Consolidated Net Debt for
                                            each period reflected in your tabular presentation of changes in consolidated net debt (i.e.
                                            at each beginning of year and year-end).

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it intends to revise its disclosure, as set out in Annex A attached hereto:
(i) to include figures for year ended December 31, 2020 in the table for reconciliation of Consolidated Net Debt to show
the starting position for change in Consolidated Net Debt in the year ended December 31, 2021 and (ii) to amend the tables
presenting changes in Consolidated Net Debt for the years ended December 31, 2023, 2022 and 2021 to include a cross-reference
to the reconsolidation table for the Consolidated Net Debt.

The company intends to reflect this presentation in Annex
A in the First Amended Registration Statement with the relevant factual disclosures to be updated as necessary.

 2. We note your response to prior comments 3 through 9 and your
                                            proposed revisions at annex A. We further note the change in Consolidated Net Debt is reconciled
                                            from Change in Cash and Cash Equivalents per your Consolidated Cash Flow Statements. Please
                                            tell us how you considered Item 10(e)(1)(ii)(A) of Regulation S-K as it appears that
                                            certain adjustments may exclude charges or liabilities that required or will require cash
                                            settlement (e.g. the change in short and long-term borrowings). Within your response, please
                                            also tell us whether the amounts shown as cash flows of ex-infrastructure project companies
                                            exclude charges or liabilities that required or will require cash settlement (i.e. amounts
                                            included in your Consolidated Cash Flow Statements related to infrastructure project companies).

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it does not consider “change in Consolidated Net Debt” as a separate
non-IFRS measure but rather the tables illustrating changes in Consolidated Net Debt are presented to better illustrate to investors
the period-on-period changes in Consolidated Net Debt.

The Company advises the Staff that the charges or liabilities that required or will require cash settlement are included in Consolidated
Net Debt. They are reflected in “short and long-term borrowings” item, which is reflected in the Consolidated Net Debt. These
borrowings are required to calculate Consolidated Net Debt, and any measure of net debt, and therefore the Company believes the adjustments
are not violating the prohibition in Item 10(e)(1)(ii)(A) of Regulation S-K. Even if “changes in Consolidated Net Debt” were
considered a non-IFRS measure, the “change in short and long-term borrowings” are not excluded from the measure, rather they
are included, which would also not violate Item 10(e)(1)(ii)(A) of Regulation S-K. Company also advises the Staff that this is also considered
when splitting cash flow between ex-infrastructure project companies and infrastructure project companies.

March 4, 2024

Page 3

 3. We note your response to prior comment 8 and your proposed
                                            revisions at annex A. We continue to be unclear how you determined the breakdown of your
                                            Consolidated Cash Flow Statement into cash flows of ex-infrastructure project companies,
                                            cash flows of infrastructure project companies, and intercompany eliminations is appropriate.
                                            In your response, please provide a more robust explanation on how you determined that infrastructure
                                            project companies that are consolidated in your IFRS financial statements should be treated
                                            “as investment in equity” within the column for ex-infrastructure project companies.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the Company determined to break down its Consolidated Cash Flow Statement into cash
flows of ex-infrastructure project companies, cash flows of infrastructure project companies, and intercompany eliminations is appropriate,
due to the following reasons:

 ● The Company’s Consolidated Cash Flow Statement has been
                                            prepared applying IAS 7, and companies (infrastructure project companies or not) in which
                                            the Company has control are consolidated under the appropriate IAS global consolidation principles.

 ● For the preparation of the Consolidated Cash Flows all group
                                            companies are properly consolidated according with standard requirements. All of the cash
                                            flow statement classifications that underlie the tables comply with IAS 7, without making
                                            adjustments to those cash flows.

 ● The separation between ex-infrastructure and infrastructure project companies is only a split of that report by the Company with classifications
in accordance with IAS 7 to show the cash flows and other changes for those consolidated entities on a separate basis. As noted in our
prior responses, the Company views the changes in Consolidated Net Debt by infrastructure and ex-infrastructure project companies as voluntarily
disaggregating information and presenting them separately for the benefit of users of the financial statements (investors and analysts).

 ● The Company believes that the internal process it uses for preparing
                                            that split is reliable and consistent during periods because:

 o The
                                            Company qualifies all group companies between infrastructure project and ex-infrastructure project companies
                                            (companies are clearly identified as infrastructure project companies or non-infrastructure
                                            project companies in 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). As outlined
                                            in our prior responses to the Staff, the companies cannot be both infrastructure project
                                            companies and  non-infrastructure project companies.

 o As
                                            every single company is qualified as ex-infrastructure or infrastructure project company,
                                            the Company calculates the cash flow generated by ex-infrastructure project companies and
                                            infrastructure project companies on a stand-alone basis as part of the process of calculating the group cash flow applying
                                            the same standards in the same consolidation tools and taking in mind same controls applied
                                            to assure the accuracy of the reporting.

March 4, 2024

Page 4

 o Making this split, the intercompany transactions between ex-infrastructure project companies and infrastructure project
                                                                                                                               companies are not eliminated at ex-infrastructure and infrastructure levels, in accordance with accounting principles for presenting
                                                                                                                               separate financial information, but are eliminated in the intercompany transactions’ column as part of consolidation. These
                                                                                                                               intercompany transactions represent real cash movements in form of dividends paid by infrastructure project companies to
                                                                                                                               ex-infrastructure project companies and equity investments made by ex-infrastructure in infrastructure project companies. The
                                                                                                                               information on dividends and equity investments from these companies is reliable as it can be extracted from the financial
                                                                                                                               information of the different group companies. We have included in footnote “3” within the change in Consolidated Net
                                                                                                                               Debt tables a breakdown of those intercompany transactions by each infrastructure project company.

 ● The reporting of these dividends and investment (although are eliminated at the Company’s group level) is important to investors because
dividends received from the infrastructure project companies are the main source of cash to be used by the Group to serve the corporate
debt and to pay the remuneration to the Company’s shareholders (similar to the separate presentation of guarantor financial information
for guaranteed debt securities).

 ● The Company also advises the Staff that the presentation of change
                                            in Consolidated Net Debt between ex-infrastructure project companies and infrastructure project
                                            companies is consistent with the accounting standards under the IFRS and US GAAP, in which
                                            companies may present certain entities in a consolidated group on a separate basis (similar
                                            to the separate presentation of guarantor financial information for guaranteed debt securities),
                                            or present a parent’s investment in a subsidiary. For example, the Company believes
                                            its presentation is consistent with the general principle in ASC 810, Consolidation,
                                            specifically ASC 810-10-45-11, as this paragraph states that in some cases separate financial
                                            information may be needed, in addition to consolidated financial statements, to adequately
                                            indicate the position of bondholders and other creditors or preferred shareholders of the
                                            parent. In this specific case, the Company is presenting cash flow of the separate entities
                                            on a combined basis (including the parent company and other companies qualified as ex-infrastructure
                                            project companies) in order to adequately report to bondholders, rating agencies, analysts
                                            and equity investors, the cash flow that can be used by the company to serve the corporate
                                            debt (as explained in the paragraph above). Also in IAS 27, Separate Financial Statements,
                                            paragraph 10, separate financial statements present the investment in consolidated subsidiaries
                                            as investment in sh