SecProbe.io

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    April 20, 2026

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Finance

    100 F Street, N.E.

    Washington, D.C. 20549-3628

          Attn:

            Mr. Eric Envall

          Re:

            Banco Santander, S.A.

              Registration Statement on Form F-4, as amended

                File No. 333-294235

    Ladies and Gentlemen:

    With respect to the above-referenced registration statement (the “Registration Statement”) of Banco Santander, S.A. (the “Registrant”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, we hereby
      respectfully request that the Securities and Exchange Commission accelerate the effective date of the Registration Statement so that it is declared effective at 4:00 p.m. (EST) on April 22, 2026 or as soon as practicable thereafter.

    Please contact Michael J. Willisch of Davis Polk & Wardwell LLP, counsel to the Registrant, at +(34) 91 768 9610, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this
      matter.

    [Signature page to follow]

                Very truly yours,

              BANCO SANTANDER, S.A.

              By:

              /s/ José Luis de Mora Gil-Gallardo

              Name:

              José Luis de Mora Gil-Gallardo

              Title:

              Authorized Representative

              By:

              /s/ Javier Illescas

              Name:

              Javier Illescas

              Title:

              Authorized Representative

          cc:

            Michael J. Willisch, Davis Polk & Wardwell LLP

March 23, 2026
Hector Grisi
Chief Executive Officer
Banco Santander, S.A.
New York Branch
437 Madison Avenue
New York, NY 10022
Re:Banco Santander, S.A.
Registration Statement on Form F-4
Filed March 12, 2026
File No. 333-294235
Dear Hector Grisi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at 202-551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Michael Willisch

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    Michael J. Willisch

    +34 91 768 9610

    michael.willisch@davispolk.com

    davispolk.com

    Davis
                           Polk & Wardwell llp

    Paseo de la Castellana,
    41

    28046 Madrid

March 1, 2023

    Re:
    Banco Santander México, S.A., Institución De Banca Múltiple, Grupo Financiero Santander México

Schedule TO-T and Schedule 13E-3 filed by Banco Santander, S.A.

Filed February 7, 2023

File No. 005-90381

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, N.E.

Washington, DC 20549-3628

 Attn: Christina Chalk

    Michael Killoy

Dear Ms. Chalk and Mr. Killoy:

On behalf of Banco Santander, S.A., a company organized under the laws
of the Kingdom of Spain (the “Purchaser”), we are responding to the comments from the Staff (the “Staff”)
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) contained
in the letter from the Staff dated February 16, 2023 (the “Comment Letter”) relating to the Purchaser’s Schedule
TO-T (the “Schedule TO”) and Schedule 13E-3 (the “Schedule 13E-3”) filed by the Purchaser with the
Commission on February 7, 2023. In conjunction with this letter, the Purchaser is filing via EDGAR, for review by the Staff, Amendment
No. 1 to the Schedule TO and Amendment No. 1 to the Schedule 13E-3. The changes reflected in Amendment No. 1 to the Schedule TO and Amendment
No. 1 to the Schedule 13E-3 include those made in response to the comments of the Staff in the Comment Letter.

Set forth below are the Purchaser’s responses to the Staff’s
comments. For convenience, the Staff’s comments are repeated below in bold, followed by the Purchaser’s responses to the comments
as well as a summary of the responsive actions taken. Capitalized terms used but not defined within this letter have the meanings ascribed
to them in the Schedule TO.

Schedule 13E-3 and Schedule TO-T filed February 7, 2023

Special Factors—Section 4. Position of Purchaser Regarding
Fairness of the U.S. Offer, page 21

1. The factors listed in Instruction 2 to Item 1014 of Regulation
M-A are generally relevant to each filing person's fairness determination and should be discussed in reasonable detail. See Questions
Nos. 20 and 21 of Exchange Act Release No. 34-17719 (April 13, 1981). Please revise this section to discuss how the Purchaser considered
the historical prices versus the price being paid in the offer. See Instruction 2(ii) to Item 1014. Alternatively, explain why such factor
was not deemed material or relevant to its fairness determination.

Response: In response to the Staff’s comment,
the Purchaser has revised the section “Special Factors—Section 4. Position of Purchaser Regarding Fairness of the U.S.
Offer” of the U.S. Offer to

Purchase to explain why certain factors were not deemed material
to Purchaser’s fairness determination.

2. Refer to paragraph 2 in this section on page 21 of the offer to
purchase. We note the disclosure there that Purchaser did not receive an analysis or report from a third party "with respect to the
fairness of the U.S. Offer Price to the Unaffiliated Shareholders." This statement and the sentence that follows are focused on a
report or opinion relating specifically to fairness of the offer price. However, Item 1015(a) of Regulation M-A and Item 9 of Schedule
13E-3 require disclosure about any report, opinion or appraisal that is materially related to the transaction, not simply the fairness
of the price being offered. Please revise to state (if accurate) that neither the Purchaser nor its affiliates received any reports from
a third party materially related to this transaction. Note that oral reports or presentations are encompassed within the scope of Item
1015 and must be summarized in considerable detail in the offer materials. Please revise or advise.

Response: In response to the Staff’s comment,
the Purchaser has revised paragraph 2 of the section “Special Factors—Section 4. Position of Purchaser Regarding Fairness
of the U.S. Offer” of the U.S. Offer to Purchase to state that neither Purchaser nor its affiliates received any independent
reports, opinions or appraisals from any third party that is materially related to the Offers.

3. Refer to the last paragraph in this section on page 22. Please
delete the qualifier "believes" in the first sentence of the last paragraph. Purchaser is responsible for describing all material
factors in its fairness analysis.

Response: In response to the Staff’s comment,
the Purchaser has revised the first sentence of the last paragraph of the section “Special Factors—Section 4. Position
of Purchaser Regarding Fairness of the U.S. Offer” of the U.S. Offer to Purchase to delete the term “believes” and
state that the discussion includes all material factors considered by Purchaser.

The U.S. Offer—Section 7. Certain Information Concerning
the Company, page 45

4. Expand this section to include all of the financial projections
provided to Purchaser by the Company. In addition, summarize the material assumptions and limitations underlying the projected figures.

Response: In response to the Staff’s comment,
the Purchaser has revised the section “The U.S. Offer—Section 7. Certain Information Concerning the Company”
of the U.S. Offer to Purchase to include further information on the financial projections provided to Purchaser by the Company and the
material assumptions and limitations underlying the projected figures.

The US Offer—Section 8. Certain Information Concerning Purchaser,
page 46

5. Please describe any transaction in the Company's securities during
the past 60 days by the Purchaser and those persons listed on Schedule A. See Item 8 of Schedule TO, Item 11 of Schedule 13E-3 and Item
1008(b) of Regulation M-A.

Response: In response to the Staff’s comment,
the Purchaser has revised the section “The U.S. Offer—Section 8. Certain Information Concerning Purchaser” of
the U.S. Offer to Purchase to state that, based on Purchaser’s records and on information provided to Purchaser by its directors,
executive officers, affiliates and subsidiaries, none of Purchaser, the persons listed in Schedule A to the U.S. Offer to Purchase or
any subsidiary or affiliate of Parent has effected any transaction in the Shares during the 60 days prior to the date of the U.S. Offer
to Purchase.

    2

6. Please disclose the amount of shares of Santander, S.A. that are
beneficially owned by each individual listed in Schedule A. See Item 8 of Schedule TO, Item 11 of Schedule 13E-3 and Item 1008(a) of Regulation
M-A. See also, Instruction 3 to Item 1008(a) of Regulation M-A.

Response: In response to the Staff’s comment,
the Purchaser has revised Schedule A of the U.S. Offer to Purchase to disclose the amount of shares of the Purchaser that are beneficially
owned by each individual listed in Schedule A.

The U.S. Offer—Section 11. Conditions to the U.S. Offer,
page 47

7. We note the following statement on page 48: "The failure
by Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right that may be asserted prior to the Expiration Time on the Expiration Date." When an event occurs that implicates
an offer condition, the bidder must promptly notify target security holders whether it will waive the condition or proceed with the offer,
or assert the condition and terminate. This statement implies that Purchaser is not under an obligation to promptly advise security holders
what it will do when such event occurs. Please revise.

Response: In response to the Staff’s comment,
the Purchaser has revised the last paragraph of section “The U.S. Offer—Section 11. Conditions to the U.S. Offer”
of the U.S. Offer to Purchase as follows: “The foregoing conditions are for the sole benefit of Purchaser and, subject to applicable
law, may be asserted or waived by Purchaser in whole or in part at any time and from time to time prior to the Expiration Time on the
Expiration Date in the sole discretion of Purchaser, subject to the applicable rules and regulations of the SEC. The failure by Purchaser
or Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and from time to time, subject to the applicable rules and regulations of
the SEC.”

8. When satisfaction of an offer condition is within the sole discretion
of the Purchaser, it raises concerns that the offer is illusory in contravention of Regulation 14E. Please revise the second sentence
in the last paragraph of this section on page 48.

Response: In response to the Staff’s comment,
the Purchaser has revised the last paragraph of section “The U.S. Offer—Section 11. Conditions to the U.S. Offer”
of the U.S. Offer to Purchase as set forth in our response to comment number 7 above.

The U.S. Offer—Section 14. Fees and Expenses, page 51

9. Please provide a reasonably-detailed list of expenses incurred
or expected to be incurred by the Purchaser in connection with the tender offer. See Item 10 of Schedule 13E-3 and Item 1007(c) of Regulation
M-A.

Response: In response to the Staff’s comment,
the Purchaser has revised the section “The U.S. Offer—Section 14. Fees and Expenses” of the U.S. Offer to Purchase
to provide further information on the expenses incurred or expected to be incurred by the Purchaser in connection with the Offers.

Please do not hesitate to contact me at +34 91 768 9610 or michael.willisch@davispolk.com
if you have any questions regarding the foregoing or if I can provide any additional information.

    3

Very truly yours,

/s/ Michael J. Willisch

Michael J. Willisch

Copy to:

Mr. Javier Illescas

Banco Santander, S.A.

Ciudad Grupo Santander

28660 Boadilla del Monte (Madrid)

Kingdom of Spain

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August 6, 2019

Re:                             Banco Santander, S.A.

Registration Statement on Form F-4

Registration No. 333-231581

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Banco Santander, S.A. (the “Company”) hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:30 p.m. Eastern Daylight Time on August 7, 2019 or as soon thereafter as is practicable.

Sincerely,

Banco Santander, S.A.

By:

/s/ Javier Illescas

Name:

Javier   Illescas

Title:

Group   Executive Vice President

Via EDGAR

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New York
   Northern California
   Washington DC
   São Paulo
   London

Paris
   Madrid
   Hong Kong
   Beijing
   Tokyo

Nicholas A. Kronfeld

Davis Polk &   Wardwell LLP

212 450 4950 tel

450 Lexington Avenue

nicholas.kronfeld@davispolk.com

New York, NY 10017

June 28, 2019

VIA EDGAR SUBMISSION

Nicholas P. Panos

Senior Special Counsel

Office of Mergers & Acquisitions

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

Re:                             Banco Santander, S.A.

Schedule TO-C

Filed May 29, 2019 by Banco Santander, S.A.

File No. 005-90381

Dear Mr. Panos:

On behalf of our client, Banco Santander, S.A. (“Santander Spain”), we are responding to the comments of the staff of the Office of Mergers & Acquisitions (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated June 14, 2019 (the “Comment Letter”) relating to the above referenced Schedule TO-C (the “TO-C”) of Santander Spain and the associated Registration Statement on Form F-4 filed on May 17, 2019 (the “Registration Statement”) in connection with Santander Spain’s proposed exchange offers to acquire securities of Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México (“Santander Mexico”).

In response to the comments set forth in the Comment Letter, Santander Spain has revised the Registration Statement and is filing Amendment No. 1 (the “Amendment”) to the Registration Statement together with this response letter. This Amendment also contains certain additional updates and revisions. We are also sending, under separate cover, a copy of the Amendment and three marked copies of the Amendment showing the changes to the Registration Statement.

Set forth below are Santander Spain’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in boldface text, followed by Santander Spain’s response to the comments as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the Amendment submitted herewith where the revised language addressing a particular comment appears.

****************************

Schedule TO-C

Item 2. Subject Company Information, page 3

1.              Please advise us, with a view towards revised disclosure, of the number of shares outstanding of the subject class(es) as of the most recent practicable date. The information incorporated by reference from the associated Form F-4 did not specify the number of shares outstanding and otherwise did not leave open the possibility that such information would be provided in the future. See Item 1002(b) of Regulation M-A.

Response

Santander Spain respectfully acknowledges the Staff’s comment. Santander Spain advises the Staff that as of May 31, 2019, Santander Mexico had 3,322,685,212 Series B shares outstanding (including in the form of American Depositary Shares). Santander Spain has revised the disclosure on pages 17 and 54 of the Amendment to provide the requested information.

Item 3. Identity and Background of Filing Person, page 4

2.              Neither the Schedule TO nor the associated Form F-4 provide disclosure whether or not the bidder was convicted of a crime in a criminal proceeding during the past 5 years or whether or not it was a party to any judicial or administrative proceeding. Please revise or advise. See Items 1003(c)(3) and 1003(c)(4) of Regulation M-A and related General Instruction E to Schedule TO which requires affirmative in the negative.

Response

Santander Spain respectfully advises the Staff that Santander Spain has revised the disclosure on page 93 of the Amendment to provide the requested information.

Item 4. Terms of the Transaction, page 4

3.              Please revise to specify the exact dates by which a security holder is eligible to exercise a withdrawal right, as required by Item 1004(a)(vi) of Regulation M-A, or advise. The existing description of the availability of withdrawal rights that has been incorporated by reference is dependent upon security holders conducting a calculation.

Response

Santander Spain respectfully acknowledges the Staff’s comment. Santander Spain has revised the disclosure on pages 6, 19 and 68 of the Amendment in response to the Staff’s comment to include a placeholder for the exact dates by which a security holder is eligible to exercise a withdrawal right where such placeholders were not included. Santander Spain will specify the applicable dates in a subsequent amendment to the Registration Statement once such dates are determined.

4.              The exchange offer conditions have been disclosed in the prospectus within the associated Form F-4 as a defined term, the initial description of such conditions indicates that they may be satisfied or waived without any temporal constraint. Please revise to make clear, as intimated in the closing paragraph of the conditions section beginning at page 61 of the prospectus, that all exchange offer conditions – with the exception of those subject to government approvals – may only be satisfied or waived prior to the expiration time.

Response

Santander Spain respectfully acknowledges the Staff’s comment. Santander Spain has revised the disclosure on pages 26 and 61 of the Amendment in response to the Staff’s comment to clarify that the exchange offer conditions, other than those subject to government approvals, may only be satisfied or waived prior to the expiration time.

5.              While the determination as to whether or not a condition has been satisfied or has otherwise occurred may be within Santander Spain’s sole discretion as described, such determination is not “final and binding” as disclosed. Please revise to indicate that security holders may challenge Santander Spain’s determinations in a court of competent jurisdiction. Please make conforming changes wherever “final and binding” appears elsewhere in the prospectus.

2

Response

Santander Spain respectfully acknowledges the Staff’s comment. Santander Spain has revised the disclosure on pages 62, 67, 68 and 69 of the Amendment in response to the Staff’s comment to strike the statements that Santander Spain’s determinations relating to the terms and conditions of the exchange offers are “final and binding”. Santander Spain respectfully submits that the applicable regulations do not require an affirmative statement that its determinations may be subject to judicial challenge by security holders and, while Santander Spain does not disagree with the statement, it does not believe that the omission of that statement in the Registration Statement would result in the Registration Statement being materially misleading.

6.              Santander Spain has explained on page 62 of the prospectus contained within the associated Form F-4 that the exchange offer conditions may be asserted “regardless of the circumstances (including any action or inaction by Santander Spain).” The inclusion of conditions to the Offer to Exchange is not objectionable if such conditions are objectively determinable and otherwise cannot be asserted at any time for any reason. To the extent a bidder reserves the right to assert an offer condition based upon its own action or inaction, the tender offer could be viewed as illusory and thus in contravention of Section 14(e). Please revise to remove this implication.

Response

Santander Spain respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 62 of the Amendment in response to the Staff’s comment.

Item 8. Interest in Securities of the Subject Company, page 6

7.              We did not locate the aggregate number of subject securities beneficially owned by the bidder, as required by Item 1008(a). Please direct us to that disclosure, or revise.

Response

Santander Spain respectfully advises the Staff that Santander Spain has revised the disclosure on pages 91 and 92 of the Amendment to provide the requested information.

8.              It is unclear whether or not the bidder “indirectly” beneficially owns subject securities through an associate or majority owned subsidiary. If any subject securities are so indirectly owned, please provide both the aggregate number and percentage of subject securities owned by the associate or majority owned subsidiary. See Item 1008(a) of Regulation M-A.

Response

Santander Spain respectfully advises the Staff that Santander Spain has revised the disclosure on pages 91 and 92 of the Amendment to provide the requested information.

Item 10. Financial Statements, page 6

9.              It is unclear whether or not the associated Form F-4 discloses the required pro forma financial information in accordance with Item 1010(b) of Regulation M-A. Please confirm that such information has been prepared and disclosed in accordance with the standards set forth in that provision, or revise.

Response

Santander Spain notes the Staff’s comment and confirms that the required pro forma financial information on pages 49 and 50 of the Amendment has been prepared and disclosed in accordance with the standards set forth in Item 1010(b) of Regulation M-A.

10.       The information required by Item 1010(a) of Regulation M-A has been incorporated by reference. Because security holders apparently will not be receiving a printed version of such information within the prospectus contained within the associated Form F-4, please amend the Offer to Exchange to include the summarized financial information in accordance with and required by Item 1010(c) of

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Regulation M-A. See Instruction 6 to Item 10 of Schedule TO and related CDI I.H.7 in our July 2001 Supplement to the Manual of Publicly Available Telephone Interpretations. The Selected Financial Data of Santander Spain that appears in the prospectus within the associated Form F-4 beginning at page 32 appears to have been prepared and disclosed pursuant to a different regulatory provision.

Response

Santander Spain respectfully advises the Staff that Santander Spain has revised the disclosure on page 33 of the Amendment to include any line items required to be included in the summarized financial information in accordance with Item 1010(c) of Regulation M-A.

General

11.       Please advise us, with a view toward revised disclosure, why a reference to Item 13 was not included. To the extent Banco Spain is relying upon an exception within Rule 13e-3(g), please also provide us with a brief explanation as to why such exception is available.

Response

Santander Spain respectfully advises the Staff that it will include in the Schedule TO-T filed at the launch of the exchange offer a reference to Item 13, together with a statement that it is not applicable. Santander Spain believes that Rule 13e-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) is not applicable to the exchange offer because the exchange offer is excepted from Rule 13e-3 by subsection (g) (2) of the rule.

Rule 13e-3(g)(2) provides that Rule 13e-3 does not apply to any 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 (emphasis added);

(ii) such equity security is registered pursuant to section 12 of the Exchange Act or reports are required to be filed by the issuer thereof pursuant to section 15(d) of the Exchange Act; and

(iii) if the security which is the subject of the Rule 13e-3 transaction was either listed on a national securities exchange or authorized to be quoted in an interdealer quotation system of a registered national securities association, such equity security is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association.

In the U.S. exchange offer, U.S. holders of Santander Mexico Series B shares that tender their shares to the U.S. exchange agent will receive Santander Spain ordinary shares, and holders of Santander Mexico ADSs that tender their ADSs to the U.S. exchange agent will receive American Depositary Shares of Santander Spain (“Santander Spain ADSs”) representing Santander Spain ordinary shares. The Santander Spain ADSs and the Santander Spain ordinary shares are registered under Section 12 of the Exchange Act, and the Santander Spain ADSs will be listed on the NYSE, satisfying the requirements of clauses (ii) and (iii) of Rule 13e-3(g)(2). In addition, like the Santander Mexico Series B shares, the Santander Spain ordinary shares will be listed on the Mexican Stock Exchange in connection with the exchange offer, such that tendering holders of Santander Mexico Series B shares would receive Santander Spain ordinary shares with the same listing in Mexico and the same registration under Section 12 of the Exchange Act as the Santander Mexico Series B shares.

With respect to clause (i) of Rule 13e-3(g)(2), Santander Spain respectfully submits that the Santander Spain ordinary shares offered as consideration are “common stock” for this purpose.

4

Rule 13e-3 itself does not provide a definition of “common stock.” Rule 12b-2 under the Exchange Act and Rule 405 under the Securities Act, however, define “common equity” as “any class of common stock or an equivalent interest, including but not limited to a unit of beneficial interest in a trust or a limited partnership interest.” In another context, the Commission has stated that for purposes of the calculation of the actively-traded securities exception from Rule 101 under Regulation M, the ordinary shares issued by a foreign issuer are treated as “common equity securities” and noted that the “phrase ‘common equity securities’ includes the equivalent type of stock of a foreign issuer.” (Frequently Asked Questions About Regulation M, Division of Market Regulation: Staff Legal Bulletin No. 9 available at http://www.sec.gov/interps/legal/mrslb9.htm).

Santander Spain respectfully submits that the term “ordinary shares” is merely the nomenclature used in Spain and numerous other countries to refer to the class of security usually referred to in the U.S. as “common stock.” For example, the Santander Spain ordinary shares do not entitle their holders to the right to receive a fixed amount of dividends, do not have fixed liquidation values, are not subject to mandatory redemption by Santander Spain or optional redemption by the holders thereof, and their terms do not include covenants of Santander Spain. Rather, the Santander Spain ordinary shares participate in the profits and losses of Santander Spain as common stock does, give the holders thereof full voting rights and entitle them to receive the residual value of Santander Spain after liquidation of the company. Santander Spain does not have any class of residual value equity securities other than the Santander Spain ordinary shares. In other words, the Santander Spain “ordinary shares” are what in the U.S. would be called “common stock”. Therefore, Santander Spain believes that the Santander Spain ordinary shares being offered in the exchange offer are “common stock” for purposes of Rule 13e-3(g)(2).

In addition, the Santander Spain ADSs offered as consideration for Santander Mexico ADSs in the exchange offer should similarly be treated as “common stock” for this purpose because the ADSs are simply pass-through mechanisms for holding the underlying common stock.  This treatment would be consistent with how ADSs are treated in the context of U.S. securities laws. For example, under Rule 800(h

May 28, 2019
Jaime Pérez Renovales
Chief Legal Officer
Banco Santander, S.A.
New York Branch
45 E. 53rd Street
New York, NY 10022
Re:Banco Santander, S.A.
Registration Statement on Form F-4
Filed May 17, 2019
File No. 333-231581
Dear Mr. Pérez Renovales:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christopher Dunham, Staff Attorney, at (202) 551-3783 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Nicholas A. Kronfeld, Esq.

October  12, 2017

José G.  Cantera
Chief Financial Officer
Banco Santander, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander, S.A.
 Form 20-F for the Fiscal Year Ended December 31, 2016
Filed March 31 , 2017
File No . 001 -12518

Dear Mr. Cantera :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

/s/ Stephanie L. Sullivan

 Stephanie L. Sullivan
Senior Technical and Policy Advisor
Office of Financial Services

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			san_Current_Folio_CORRESP

			September 27, 2017

			VIA EDGAR SUBMISSION

			Ms. Stephanie L. Sullivan

			Senior Technical and Policy Advisor

			Office of Financial Services

			Division of Corporation Finance

			U.S. Securities and Exchange Commission

			100 F Street, N.E.; mail stop 4561

			Washington, D.C. 20549

			U.S.A.

						Re:

						Banco Santander, S.A.

						Form 20-F for the Fiscal Year Ended December 31, 2016

						Filed March 31, 2017

						Form 6-K Filed August 1, 2017

						File No. 001-12518

			Dear Ms. Sullivan:

			On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Office of Financial Services of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated September 18, 2017 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) and Form 6-K (the “6-K”) of Santander.

			I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below.

			****************************

			Form 20-F for the Fiscal Year Ended December 31, 2016

			Item 4.B. Business Overview, page 39

				 1.

			We note you frequently disclose changes in financial metrics excluding the exchange rate impact on a geographic basis, regional basis, segment basis, and occasionally on a consolidated basis. Please respond to the following to help us better understand how the calculations are performed for this disclosure:

				 ·
			Tell us in detail how you calculate the changes in financial metrics excluding the exchange rate impact.

			Response

			We respectfully inform the Staff that variances excluding the exchange rate impact are calculated by translating the components of the financial metrics to our Euro presentation currency using the same foreign currency exchange rate for both periods presented. We will include this additional explanation in future filings.

				 ·

			Provide us the supporting quantitative details for financial metrics disclosed in the 5th paragraph for Brazil on page 44 and the 4th paragraph for Mexico on page 45 (e.g. profit attributable to the Parent, total income, etc.) including and excluding the exchange rate impact and provide any supporting commentary needed to fully understand the source of the amounts and the basis for the calculations.

			1

			Response

			We acknowledge the Staff´s comment and provide the following supporting quantitative details for the financial metrics disclosed in the 5th paragraph for Brazil on page 44 and in the 4th paragraph for Mexico on page 45:

						Brazil Financial Information (in millions of Euros)

						2016 (current euros) (1)

						2015 (current euros) (2)

						Variance
in euros (3)

						Variance
in % (4)

						2015 (constant euros) (5)

						Variance
excluding Fx
impact (6)

						Variance in %
excluding Fx
impact (7)

						Profit attributable to the Parent Bank

						1,786

						1,632

						154

						10

						%

						1,552

						234

						15

						%

						Total income

						11,321

						11,140

						180

						2

						%

						10,600

						721

						7

						%

						Interest income/(charges)

						8,062

						8,320

(258)

(3)

						%

						7,916

						146

						2

						%

						Mexico Financial Information in millions of Euros

						Profit attributable to the Parent Bank

						629

						629

						—

						—

						535

						94

						18

						%

						Total income

						3,203

						3,317

(114)

(3)

						%

						2,823

						380

						13

						%

				 (1)

			2016 financial information as reported, reflecting translation from local currency to Euros using the 2016 monthly average foreign exchange rate.

				 (2)

			2015 financial information as reported, reflecting translation from local currency to Euros using the 2015 monthly average foreign exchange rate.

				 (3)

			Represents the variance between the 2016 amount included in (1) and 2015 amount included in (2).

				 (4)

			Represents the variance in Euro amount included in (3) divided by the amount included in (2).

				 (5)

			2015 financial information as adjusted, reflecting translation from local currency to Euros using the 2016 monthly average foreign exchange rate (3.831 for the Brazilian Real and 20.637 for the Mexican Peso) for the purpose of disclosing variances excluding the foreign exchange rate impact.

				 (6)

			Represents the variance between the 2016 amount included in (1) and the 2015 amount included in (5).

				 (7)

			Represents the variance in Euro amount included in (6) divided by the amount included in (5).

				 ·

			Provide us the supporting quantitative details for the calculation of the profit attributable to the Parent bank from Latin America, excluding the exchange rate impact, which is disclosed on page 44. Please ensure your response clearly indicates whether certain countries are excluded from this calculation.

			Response

			We acknowledge the Staff´s comment and provide the following supporting quantitative details for the calculation of the profit attributable to the Parent bank from Latin America excluding the exchange rate impact.

						Latin America (1) (in millions of Euros)

						2016 (current euros) (2)

						2015 (constant euros) (3)

						Variance
excluding Fx
impact (4)

						Variance in
% excluding
Fx impact (5)

						Profit attributable to the Parent Bank

						3,386

						2,856

						530

						19

						%

						Total income

						18,764

						17,034

						1,731

						10

						%

						Administrative expenses and depreciation and amortization

						7,692

						7,112

						580

						8

						%

				 (1)

			Includes all Latin America countries where Santander operates. There are no Latin American countries contributing to the profit attributable to the Parent Bank excluded from this calculation.

				 (2)

			2016 financial information as reported, reflecting translation from the various local currencies of the countries making up Latin America to Euros using the 2016 monthly average foreign exchange rate.

				 (3)

			2015 financial information as adjusted, reflecting translation from the various local currencies of the countries making up Latin America to Euros using the 2016 monthly average foreign exchange rate for the purpose of disclosing variances excluding the foreign exchange rate impact.

				 (4)

			Represents the variance between the 2016 amount included in (2) and the 2015 amount included in (3).

				 (5)

			Represents the variance in Euro amount included in (4) divided by the amount included in (3).

				 ·

			Provide us the supporting quantitative details for the calculation of Global Transaction Banking profit attributable to the Parent, excluding the exchange rate impact, disclosed on page 48. As part of your response, please tell us all the countries that contribute to this unit, and indicate if any countries are excluded from the calculation.

			2

			Response

			We acknowledge the Staff´s comment and provide the following supporting quantitative details for the calculation of Global Transaction Banking (“GTB”) profit attributable to the Parent excluding the exchange rate impact. To better explain GTB we inform the Staff that GTB is one of the 3 major areas of Global Corporate Banking, which includes cash management, trade finance and basic financing and custody (refer to page 49 of our 2016 Annual Report on Form 20-F).  In addition, we inform the Staff that there are no countries contributing to GTB excluded from this calculation.

						Geographic segment contributing to GTB profit attributable to the Parent (in millions of Euros)

						2015 (constant euros) (1)

						Continental Europe (2)

						690

						United Kingdom

						69

						Latin America (3)

						851

						United States

						61

						Total

						1,671

						GTB profit attributable to the Parent (in millions of Euros)

						2016 (current euros) (4)

						2015 (constant euros) (1)

						Variance
excluding
Fx impact (5)

						Variance in
% excluding
Fx impact (6)

						Total

						1,885

						1,671

						214

						13

						%

				 (1)

			2015 financial information as adjusted, reflecting translation from the various local currencies of the countries contributing to GTB to Euros using the 2016 monthly average foreign exchange rate for the purpose of disclosing variances excluding the foreign exchange rate impact.

				 (2)

			Countries included in Continental Europe contributing to GTB include Spain, Portugal, Poland, Germany, Italy and France.

				 (3)

			Countries included in Latin America contributing to GTB include Argentina, Brazil, Chile, Colombia, Mexico, Peru and Uruguay.

				 (4)

			2016 financial information as reported, reflecting translation from the various local currencies of the countries contributing to consolidated administrative expenses to Euros using the 2016 monthly average foreign exchange rate.

				 (5)

			Represents the variance between the 2016 amount included in (4) and the 2015 amount included in (1).

				 (6)

			Represents the variance in Euro amount included in (5) divided by the amount included in (1).

				 ·

			Provide us the supporting quantitative details for the calculation of consolidated administrative expenses, excluding the exchange rate impact, which is disclosed on page 115. Please ensure your response clearly indicates whether certain countries are excluded from this calculation.

			Response

			We acknowledge the Staff´s comment and provide the following supporting quantitative details for the calculation of consolidated administrative expenses excluding the exchange rate impact. There are no countries excluded from this calculation.

						Geographic segment contributing to consolidated administrative expenses (in millions of Euros)

						2015 (constant euros) (1)

						Continental Europe

						6,236

						United Kingdom

						2,671

						Latin America

						6,501

						United States

						2,768

						Corporate Center

						28

						Consolidated administrative expenses

						18,205

						Consolidated administrative expenses (in millions of Euros)

						2016 (current euros) (2)

						2015 (constant euros) (1)

						Variance
excluding Fx
impact (3)

						Variance in %
excluding Fx
impact (4)

						Total

						18,737

						18,205

						532

						3

						%

				 (1)

			2015 financial information as adjusted, reflecting translation from the various local currencies of the countries contributing to consolidated administrative expenses to Euros using the 2016 monthly average foreign exchange rate for the purpose of disclosing variances excluding the foreign exchange rate impact.

				 (2)

			2016 financial information as reported, reflecting translation from the various local currencies of the countries contributing to consolidated administrative expenses to Euros using the 2016 monthly average foreign exchange rate.

				 (3)

			Represents the variance between the 2016 amount included in (1) and the 2015 amount included in (2).

				 (4)

			Represents the variance in Euro amount included in (2) divided by the amount included in (1).

			3

			Results of Operation for Santander, page 109

				 2.

			We note your disclosure of the metric “cost of credit” throughout your filing on both a consolidated and segment basis. Please tell us, and revise future filings to disclose, how cost of credit is calculated.

			Response

			We acknowledge the Staff´s comment and, to the extent we continue to utilize the cost of credit metric we propose to include the following disclosure in future filings:

			Cost of credit represents the provision for credit losses charged to earnings over the past 12 months divided by the average loans and advances to customers over the past 12 months.

			Form 6-K Filed August 1, 2017

				 3.

			We note on your earnings call for the half year 2017 results held on July 28, 2017, you discussed the expected impact of IFRS 9 in response to an analyst question. Specifically, your CFO noted that you expect the impact of IFRS 9 to be approximately 15 basis points, and that the acquisition of Banco Popular may increase that estimate by 4 or 5 basis points, for a total possible impact in the region of 20 basis points. Please respond to the following:

				 ·

			Please clarify for us which line item or capital metric you expect to be impacted.

				 ·

			Please tell us whether you plan to provide updated disclosure regarding IFRS 9 in your June 30, 2017 financial statements prepared in accordance with IAS 34. If so, please tell us whether you plan to provide any quantitative information regarding the expected impact upon adoption. If not, please tell us why.

			Response

			We respectfully inform the Staff that the expected impact of IFRS 9 discussed in the earnings call for the half year 2017 results held on July 28, 2017 represents the impact to fully-loaded common equity tier 1 (“CET1”) capital. In addition, we plan to provide the following disclosures regarding transition to IFRS 9 in our upcoming Form 6-K expected to the filed with the SEC in the upcoming days.

			To date, Grupo Santander's work has entailed evaluating the financial instruments affected by the new classification and measurement criteria and developing an impairment methodology to calculate credit provisions on the basis of expected credit loss. We continue to evaluate the effects of applying IFRS 9. During the period, the IFRS 9 implementation project underway in the Group entailed a parallel run of the old and new standards. Among other activities, ongoing impact simulation exercises are being carried out.

			On the basis of the preliminary results obtained and although, at present, the implementing regulations governing the relationship between regulatory capital and accounting provisions have not been fully enacted, we estimate that the entry into force of IFRS 9 will result in a decrease of approximately 15 to 20 basis points in fully loaded CET1.

			The effective date of IFRS 9 is January 1, 2018.

			In relation with the first application of this new accounting standard, the Group previously disclosed in the 2016 annual financial statements the main changes introduced by this new international accounting standard as well as the progress and major milestones reached so far in connection with its implementation plan.

			This note includes an update on the major milestones reached and events occurred since the information included in the 2016 annual financial statements.

			As of June 30, 2017, the work conducted by the Group includes the review of the financial instruments affected by the classification and measurement requirements of IFRS 9 and the development of an impairment methodology in order to support the calculation of the provision for expected credit losses.

			-      The Group has elaborated the main accounting policy standards and methodology framework that are being used as a reference for the implementation developments conducted by the different local units.

			4

			-      In terms of the status of classification and measurement:

			-      Since 2016, the Group has been carrying out an analysis on their investment portfolio, with a main focus on those products that may cause a material change in the applicable accounting methodology, motivated by both, the relevant business model and the non-  compliance of the Solely Payment of Principal and Interest test (“SPPI test”).

			-      Additionally, based on information available in 2017, the Group is completing the mentioned analysis and reviewing acquisitions of financial instruments during this period of time, analyzing its asset management strategies (identifying the corresponding business models) as wel

Mail Stop 4720

September 1 8, 2017

José G.  Cantera
Chief Financial Officer
Banco Santander, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander, S.A.
 Form 20-F for the Fiscal Year Ended December 31, 2016
Filed March 31 , 2017
Form 6 -K Filed August 1 , 2017
File No . 001 -12518

Dear Mr. Cantera :

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments app ly to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 20 -F for the Fiscal Year Ended December 31, 2016

Item 4 .B.  Business Overview,  page 39

1. We note you frequently disclose changes in financial metrics excluding the exchange rate
impact on a geographic basis, regional basis, segment basis, and occasionally on a
consolidated basis.  Please respond to the following to help us better und erstand how the
calculations are performed for this disclosure:

 Tell us in detail how you calculate the changes in financial metrics excluding the
exchange rate impact.

José G.  Cantera
Banco Santander, S.A.
September 1 8, 2017
Page 2

  Provide us the supporting quantitative details for financial metrics disclosed in t he 5th
paragraph for Brazil on page 44 and the 4th paragraph for Mexico on page 45 (e.g.
profit attributable to the Parent, total income, etc.) including and excluding the
exchange rate impact and provide any supporting commentary needed to fully
understand the source of the amounts and the basis for the calculations.

 Provide us the supporting quantitative details for the calculation of the profit
attributable to the Parent bank from Latin America, excluding the exchange rate
impact, which is disc losed on page 44.  Please ensure your response clearly indicates
whether certain countries are excluded from this calculation.

 Provide us the supporting quantitative details for the calculation of Global
Transaction Banking profit attributable to the Pare nt, excluding the exchange rate
impact, disclosed on page 48.  As part of your response, please tell us all the countries
that contribute to this unit, and indicat e if any countries are excluded  from the
calculation.

 Provide us the supporting quantitative  details for the calculation of consolidated
administrative expenses, excluding the exchange rate impact, which is disclosed on
page 115.   Please ensure your response clearly indicates whether certain countries are
excluded from this calculation .

Results of Operation for Santander, page 109

2. We note your disclosure of the metric “cost of credit” throughout your filing on both a
consolidated and segment basis.  Please tell us, and revise future filings to disclose, how
cost of credit is calculated.

Form 6 -K Filed August 1, 2017

General

3. We note on your earnings call for the half year 2017 results held on July 28, 2017, you
discussed the expected impact of IFRS 9 in response to an analyst question.  Specifically,
your CFO noted that you expect the impact of  IFRS 9 to be approximately 15 basis
points, and that the acquisition of Banco Popular may increase that estimate by 4 or 5
basis points, for a total possible impact in the region of 20 basis points.  Please respond to
the following:

 Please clarify for us  which line item or capital metric you expect to be impacted.

 Please tell us whether you plan to provide updated disclosure regarding IFRS 9 in
your June 30, 2017 financial statements prepared in accordance with IAS 34.  If so,

José G.  Cantera
Banco Santander, S.A.
September 1 8, 2017
Page 3

 please tell us whether you plan to provide any quantitative information regarding the
expected impact upon adoption.  If not, please tell us why.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding an y review, comments, action or absence of
action by the staff.

You may contact Michael Volley, Staff Accountant, at 202-551-3437  or me at 202-551-
3512 with any questions.

Sincerely,

/s/ Stephanie L. Sullivan

 Stephanie L. Sullivan
Senior Technical and Policy Advisor
Office  of Financial Services

September 29, 2016

Via E -mail
 José Antonio Álvarez
 Chief Executive Officer
Banco Santander, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte (Madrid), Spain

 Re: Banco Santander, S.A.
  Form 20 -F for the Fiscal Year Ended December 31, 2015
  Filed April 21, 2016
  File No. 1 -12518

Dear Mr. Álvarez :

We refer you to our comment letter dated September 9, 2016, regarding business contacts
with Sudan and Syria.  We have completed our review of this subject matter.  We remind you
that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not  assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing t o be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Dietrich King
  Assistant Directo r
 Division of Corporation Finance

CORRESP
1
filename1.htm

			san_Current_Folio_CORRESP

			September 20, 2016

			VIA EDGAR SUBMISSION

			Ms. Cecilia Blye

			Chief, Office of Global Security Risk

			Division of Corporation Finance

			U.S. Securities and Exchange Commission

			100 F Street, N.E.; mail stop 4561

			Washington, D.C. 20549

			U.S.A.

			Re:         Banco Santander, S.A.

			Form 20-F for the Fiscal Year Ended December 31, 2015

			Filed April 21, 2016

			File No. 001-12518

			Dear Ms. Blye:

			On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated September 9, 2016 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) of Santander.

			I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below.

			****************************

				 1.

			In your letter to us dated August 2, 2013, you described your contacts with Sudan and Syria, countries which are designated by the U.S. Department of State as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Your Form 20-F does not include disclosure about contacts with those countries. Please provide us with information regarding your contacts with Sudan and Syria since the referenced letter. You should describe any services you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of Sudan and Syria or entities they control.

			Response

			Sudan

			Our contacts with, and financial services related to, Sudan are limited to the following:

			Correspondent relationships:

			The Group does not maintain and has not maintained since 2013 any correspondent banking relationships in Sudan.

			Financial assets:

			As of June 30, 2016, the Group had financial assets related to Sudan of €1,000, primarily constituting loans to Sudanese nationals resident in Spain, as compared to €102,000 as of March 31, 2013.

			1

Financial liabilities:

			As of June 30, 2016, the Group had financial liabilities related to Sudan of €292,000, primarily constituting deposits from Sudanese nationals resident in the US, the UK, Poland or Spain, as compared to €368,000 as of March 31, 2013.

			Government contacts:

			We have not had any agreements, arrangements or other contacts with the government of Sudan or entities they control.

			Syria

			Our contacts with, and financial services related to, Syria are limited to the following:

			Correspondent relationships:

			The Group does not maintain any correspondent banking relationships in Syria.

			Financial assets:

			As of June 30, 2016, the total amount of financial assets related to Syria was €49,000, primarily constituting loans to Syrian nationals resident in the UK, as compared to €141,000 as of March 31, 2013.

			Financial liabilities:

			As of June 30, 2016, Syrian nationals resident in Spain, the US, Poland or the UK maintained current accounts, deposits and time deposits with the Group in an aggregate amount of €2.4 million as compared to €3.5 million as of March 31, 2013 (including €1.0 million in deposits related to the Syrian embassy in Madrid). In addition, the Group had €14,000 of contingent liabilities related to Syria.

			Government contacts:

			We have not had any agreements, arrangements or other contacts with the government of Syria or entities they control other than the embassy deposit disclosed in 2013 that is already cancelled.

				 2.

			Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

			Response

			We believe that our contacts with Sudan and Syria are an entirely insignificant and non-material component of our business. In assessing the materiality of our contacts with these countries, both individually and in the aggregate, we have considered both quantitative and qualitative factors.

			For the reasons we describe below, we believe that our contacts with Sudan and Syria are not material to our results of operations or financial condition. We further believe that, in light of the de minimis size and nature of these contacts, such contacts do not constitute a material investment risk for our security holders. Our assessment of qualitative factors

			2

included consideration of the potential impact of our corporate activities in these countries upon our reputation and share value.

			In quantitative terms, we believe that our contacts with these countries, individually and in the aggregate, are not material. In terms of our financial condition, as of June 30, 2016, the aggregate financial assets held by the Group of these two countries represent less than 0.000004% of the consolidated financial assets of the Group, and the aggregate financial liabilities of the Group with these two countries represent less than 0.00022% of the consolidated financial liabilities of the Group. In terms of our results of operations, we estimate that less than 0.001% and 0.001% of our net attributable income and less than 0.001% and 0.001% of our net interest income for 2015 and the six months ended June 30, 2016, respectively, were generated from our contacts with these countries.

			Accordingly, these contacts have made no material contribution to our financial condition or results of operations, nor are they expected to have any material impact thereon in subsequent periods.

			Further, we do not believe that any of our past or current contacts with these countries would be qualitatively material to a reasonable investor making an investment decision about our shares. Rather, we believe that any reasonable investor would expect a bank such as ours to have some amount of deposits from and loans to foreign citizens, including from sanctioned countries, resident in the cities in which we do business.

			* * * *

			In addition, as requested, we acknowledge that:

				 ·

			Santander is responsible for the adequacy and accuracy of the disclosure in the filing;

				 ·

			Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

				 ·

			Santander may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

			If you have any questions regarding this letter or the responses, please do not hesitate to contact the undersigned at +34 91 289 5678.

						Very truly yours

						/s/  Mónica López-Monís

						Mónica López-Monís

						Chief Compliance Officer

			cc:          Mr. Javier del Castillo, Banco Santander S.A.

			Mr. Nicholas A Kronfeld, Davis Polk & Wardwell LLP

			3

September 9 , 2016

Via E -mail
 José Antonio Álvarez
 Chief Executive  Officer
Banco Santander , S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte ( Madrid ), Spain

 Re: Banco Santander , S.A.
  Form 20 -F for the Fiscal Year Ended December 31, 2015
  Filed April 21 , 2016
  File No. 1 -12518

Dear Mr. Álvarez :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we m ay
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts an d circumstances, please tell us why in your response.

After reviewing the information you provide in response to this comment, we may have
additional comments.

General

1. In your letter to us dated August 2, 2013, you described your contacts with Sudan and
Syria, countries which are designated by the U.S. Department of State as state sponsors
of terrorism and are subject to U.S. economic sanctions and export controls.   Your Form
20-F does not include disclosure about contacts with those countries.   Pleas e provide us
with information regarding your contacts with Sudan and Syria since the referenced
letter.   You should describe any services you have provided into Sudan and Syria,
directly or indirectly, and any agreements, arrangements or other contacts you  have had
with the governments of Sudan and Syria or entities they control.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether the contacts constitute a material
investment risk f or your security holders.   You should address materiality in quantitative

José Antonio Álvarez
Banco Santander , S.A.
September 9 , 2016
Page 2

 terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated with Sudan and Syria for the last three fiscal years and the subsequent interim
period.  Also, address materiality in terms of qualitative factors that a reasonable investor
would deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s reputation and share value.   As you kn ow,
various state and municipal governments, universities and other investors have proposed
or adopted divestment or similar initiatives regarding investment in companies that do
business with U.S. -designated state sponsors of terrorism.   You should addres s the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Sudan and Syria.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession  of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the compan y is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may n ot assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have  any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Dietrich King
  Assistant Director
 Division of Corporation Finance

March 23, 2015

Via E -mail
José Garciá Cantera
Chief Financial Officer
Banco Santander, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander, S.A.
Form 20 -F for the Fiscal Year Ended December 31, 2013
Filed April 29, 2014
File No. 001-12518

Dear Mr. Cantera:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

March 13, 2015

VIA EDGAR SUBMISSION

Ms. Stephanie J. Ciboroski

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re:

Banco Santander, S.A.

Form 20-F for the Fiscal Year Ended December 31, 2013

Filed April 29, 2014

Form 6-K Furnished May 1, 2014

File No. 001-12518

Dear Ms. Ciboroski:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated February 20, 2015 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) and Form 6-K (the “6-K”) of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below.

****************************

1.

Please refer to our prior comment 1. You state that one of the reasons the loan portfolio required an allowance subsequent to the change in control was due to increased delinquency trends. We note in Santander Holdings USA’s Form 10-Q for the quarterly period ended March 31, 2014 that delinquent auto loans increased significantly in the 60-89 days past due category and in Santander Holdings USA’s Form 10-Q for the quarterly period ended June 30, 2014 and September 30, 2014, auto loans in the 30-59 days past due also increased significantly. Considering that these loans became past due so soon after reconsolidation, please tell us how you determined that the additional impairment losses were not already incurred at the date of change in control. In this regard, please provide your analysis as to how you considered that an adjustment to the provisional fair value amounts recorded at reconsolidation should not be adjusted. Refer to paragraphs 45 through 49 of IFRS 3.

Response

Our loan portfolio includes loans originated by SCUSA after the change in control (“Post-Change in Control Loans”) as well as loans acquired in connection with the change in control (“Pre-Change in Control Loans”).

·

Post-Change in Control Loans: these loans are carried at amortized cost, net of allowance for loan losses. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover incurred credit losses inherent in our post acquisition finance receivables.

·

Pre-Change in Control Loans: these loans were adjusted to fair value at the date of the change in control. Subsequent to the change in control, we recognize an allowance for loan loss through a charge to provision expense when the recorded investment exceeds unpaid principal balances net of estimated incurred losses.

All of the Pre-Change in Control Loans were recorded at a discount as of the date of the change in control. The valuation of the loans at fair value, based on an independent external appraisal report, was made using a discounted cash flow model and incorporating the following assumptions or inputs: (i) default probabilities; (ii) default severity / recovery rates; (iii) prepayment (ABS) rates; and (iv) discount rate assumptions.  Default probabilities (i.e. delinquency rates) and projected loss assumptions/default severities (which consider, among others, net charge-offs and car values) were calculated based on the historical data observed in comparable market securitizations (including the historical performance of SCUSA’s active securitizations when available) and published market data.

We respectfully advise the Staff that we made an analysis of the fair value of the Pre-Change in Control Loans that would result considering the actual behaviour experienced by that portfolio during 2014 and we noted that the value resulting from such analysis was in the range of the fair value estimated based on the independent external appraisal report.

Moreover, we confirm to the Staff that almost all of the allowance for loan losses recognized through a charge to provision expense during 2014 was related to the Post-Change in Control Loans.

Accordingly, we do not believe that an adjustment to the provisional fair value amount is required based on our consideration of paragraphs 45 through 49 of IFRS 3.

2.

You discuss higher than expected delinquency trends and charge-offs and declining car values as drivers of the need for a subsequent allowance related to these loans. Please tell us how these factors were considered in the original estimate of fair value. In this regard, please discuss the difference between assumed delinquencies and car values at the date of reconsolidation and the subsequent trends you experienced at each quarterly period.

Response

As explained in our response to comment 1 above, almost all of the allowance for loan losses recognized through a charge to provision expense during 2014 was related to the Post-Change in Control Loans. The higher allowance for loan losses observed during 2014 was driven by the following factors:

·

Strong new originations: Gross loans balance amounted to $27.7 billion as December 31, 2014, out of which almost $14 billion were originated after the change in control date. Additionally, another $0.7 billion were originated after the change in control date and charged off during 2014.

·

Net charge-off rate was 7.3% in 2014  compared with 5.8% in 2013, due to: i) increased competition which made it more difficult to price for incremental risk; and ii) higher losses than those expected at origination of the portfolio originated during 2014 under the Chrysler agreement (changes in our underwriting models were implemented by the end of 2014 to consider this information).

Additionally, we respectfully advise the  Staff that as of December 31, 2014, over 79% of our vehicle consumer loans in SCUSA were nonprime receivables with obligors who did not qualify for conventional consumer finance products as a result of, among other things, a lack of credit history, low income levels and/or the inability to provide adequate down payments. While underwriter guidelines were designed to establish that notwithstanding such factors, the obligor would be a reasonable credit risk, these receivables nonetheless experience higher default rates than a portfolio of obligations of prime obligors.

Finally, in relation to the consideration of the possible effect of these trends in the fair value of the Pre-Change in Control Loans, we refer to our response to comment 1 above.

3.

Please tell us whether you include the loans acquired upon change of control in the same loan pools as your originated loans or whether you segregate these loans into a separate pool and evaluate historical loss rates separately from loans you originate. Please also address the following:

·

If you do not segregate these loans, please tell us how you determined the loans acquired upon change of control have similar risk characteristics as those you have originated considering that the loans acquired upon change of control have a measurement of loss already contemplated in the carrying value of the loans. Please also tell us whether you apply the loss rates to the net amortized value of the loan, the contractual balance of the loan, or some other amount.

·

If you do segregate these loans, please tell us how you determined the appropriate loss rates to apply given the limited history of performance subsequent to reconsolidation.

Response

We respectfully inform the Staff that we do not segregate Pre-Change in Control Loans and Post-Change in Control Loans into separate loan pools to evaluate historical loss rates as these loans have similar risk characteristics (they are underwritten in the same way and under the same programs (e.g. relating to the agreement with Chrysler)).  Our subsidiary SCUSA continues to manage and monitor its loan portfolio by vintage and not considering the change in control date. We also confirm to the Staff that to estimate incurred losses we apply the loss rate to the unpaid principal balance. As described above we recognize an allowance for loan loss through a charge to provision expense when the recorded investment (which in the case of Pre-Change in Control Loans is based on the fair value at the date of the change in control) exceeds unpaid principal balances net of estimated incurred losses. As a result we believe our allowance for loan losses is appropriately stated to cover our estimate of inherent losses in these portfolios.

* * * *

In addition, as requested, we acknowledge that:

·

Santander is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

Santander may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this letter or the responses, please do not hesitate to contact the undersigned at +34-912891905.

Very truly yours

/s/  José García Cantera

José García Cantera

Chief Financial Officer

cc:

Mr. José Manuel de Araluce, Banco Santander S.A.

Mr. Javier del Castillo, Banco Santander S.A.

Mr. Nicholas A Kronfeld, Davis Polk & Wardwell LLP

Mr. Ignacio Gutiérrez, Deloitte, S.L.

CORRESP
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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

March 6, 2015

VIA EDGAR SUBMISSION

Ms. Stephanie J. Ciboroski

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re:  Banco Santander, S.A.

Form 20-F for the Fiscal Year Ended December 31, 2013

Filed April 29, 2014

Form 6-K Furnished May 1, 2014

File No. 001-12518

Dear Ms. Ciboroski:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), we acknowledge receipt by Santander of the letter dated February 20, 2015 (the “Comment Letter”) of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission regarding the above referenced Annual Report on Form 20-F and Form 6-K of Santander.

Santander is working to respond to the Comment Letter. However, the Bank has advised us that it will require additional time to consider and respond to the Staff’s comments. Accordingly, on behalf of Santander, we respectfully request a 10 business day extension of time to respond to the Comment Letter to March 20, 2015.

We are grateful for the Staff’s assistance in this matter. Please do not hesitate to call me at (212) 450-4950 with any questions you may have.

Very truly yours,

/s/ Nicholas A. Kronfeld

Nicholas A. Kronfeld

cc:           José García Cantera

February 20 , 2015

Via E -mail
José García Cantera
Chief Financial Officer
Banco Santander, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

Re:  Banco  Santander , S.A.
Form 20 -F for the Fiscal Year Ended December 31, 201 3
Filed April 29, 2014
Form 6 -K Furnished May 1, 2014
File No. 001-12518

Dear  Mr. Cantera :

We have reviewed you r response letter dated January 23, 2015  and have the following
comments. In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 6 -K Filed May 1, 2014
Loan Loss Provisions, page 10

1. Please refer to our prior comment 1.  You state that one of the reasons the loan portfoli o
required an allowance subsequent to the change in control was due to increased
delinquency trends.  We note in Santander Holdings USA’s Form 10 -Q for the quarterly
period ended March 31 , 2014 that delinquent auto loans increased significantly in the 60 -
89 days past due category and in Santander Holdings USA’s Form 10 -Q for the quarterly
period ended June 30, 2014 and September 30, 2014, auto loans in the 30 -59 days past
due also increased significantly.  Considering that these loans became past due so soo n
after reconsolidation, please tell us how you determined that the additional impairment
losses were not already incurred at the date of change in control .  In this regard, please
provide your analysis as to how you considered that an adjustment to the pr ovisional fair

José García Cantera
Banco Santander, S.A.
February  20, 2015
Page 2

 value amounts recorded at reconsolidation should not be adjusted.  Refer to paragraphs
45 through 49 of IFRS 3.

2. You discuss higher than expected  delinquency trends and charge -offs and declining car
values  as drivers of the need for a subseq uent allowance related to these loans.  Please tell
us how these factors were considered in the original estimate of fair value.  In this regard,
please discuss the difference between assumed delinquencies and car values at the date of
reconsolidation and the subsequent trends you experie nced at each quarterly period .

3. Please tell us whether you include the loans acquired upon change of control in the same
loan pools as your originated loans or whether you segregate these loans into a separate
pool and eval uate historical loss rates separately from loans you originate .  Please also
address the following:

 If you do not segregate these loans, please tell us how you determined the loans
acquired upon change of control have similar risk characteristics as those  you have
originated considering that the loans acquired upon change of control have a
measurement of loss already contemplated  in the carrying value of the loans.   Please
also tell us whether you apply the loss rates to the net amortized value of the loan , the
contractual balance of the loan, or some other amount .

 If you do segregate these loans, please tell us how you determined the appropriate
loss rates to apply given the limited history of performance subsequent to
reconsolidation.

You may contact Rebekah Lindsay at (202) 551-3303  or me at (202) 551 -3512 with any
questions.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

CORRESP
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January 23, 2015

VIA EDGAR SUBMISSION

Ms. Stephanie J. Ciboroski

Senior Assistant Chief Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re:

Banco Santander, S.A.

Form 20-F for the Fiscal Year Ended December 31, 2013

Filed April 29, 2014

Form 6-K Furnished May 1, 2014

File No. 001-12518

Dear Ms. Ciboroski:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated January 13, 2015 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) and Form 6-K (the “6-K”) of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below.  All references to page numbers in Santander’s responses are to pages in the filed version of the 20-F and 6-K.

****************************

1.

Please refer to our prior comment 15. In your response, you state that the increase in impairment losses on your individually acquired retail installment contracts, receivables from dealers and unsecured consumer loans was driven mainly by portfolio growth resulting from the launch of the Chrysler business on May 1, 2013. Please address the following:

·

Clarify if the approximately $12 billion in retail installment contracts through March 31, 2014 relates to growth in the portfolio from inception of the business in May 2013, or whether it was the growth in this portfolio after SCUSA was reconsolidated in January 2014. If it relates to the growth in the portfolio since inception of the business, please clarify how much the portfolio grew from the date of reconsolidation in January 2014 to March 31, 2014.

·

Clarify whether there is a difference in your allowance methodology for purchased loans as compared to originated loans and if so, describe these differences. For example, clarify how you consider the discount recorded on these loans upon purchase in the carrying value used to determine your measure of impairment and whether you record allowances on purchased loans that reflect impairment events that occurred subsequent to the purchase date. If not, explain why not and discuss how your methodology complies with paragraph 59 of IAS 39.

·

We note on page 128 of Santander Holdings USA, Inc.’s Form 10-Q for the Quarterly Period Ended September 30, 2014 that the increase in the allowance for consumer loans primarily related to additional allowance recorded for the loan portfolio acquired during the change in control in the first quarter of 2014. We note a similar disclosure in the June 30, 2014 10-Q. Please tell us the events occurring subsequent to the purchase date that caused such a significant increase in the allowance during that period and tell us whether this also caused the increase in impairment losses recorded pursuant to IFRS in Banco Santander’s Form 6-K. Please also reconcile this disclosure with the statement in your response that the increase in impairment losses relates mainly to portfolio growth resulting from the launch of the Chrysler business.

Response

In response to the three bullet items in the comment above, we have prepared the following responses with the Staff’s comments in bold and underlined.

Clarify if the approximately $12 billion in retail installment contracts through March 31, 2014 relates to growth in the portfolio from inception of the business in May 2013, or whether it was the growth in this portfolio after SCUSA was reconsolidated in January 2014. If it relates to the growth in the portfolio since inception of the business, please clarify how much the portfolio grew from the date of reconsolidation in January 2014 to March 31, 2014.

We respectfully inform the Staff that the $12 billion relates to growth in the portfolio from inception of the Chrysler business in May 2013 to April 30, 2014 (approximately $11 billion to March 31, 2014). From the date of reconsolidation in January 2014 to March 31, 2014 almost $3.5 billion of retail installment contracts were originated.

Clarify whether there is a difference in your allowance methodology for purchased loans as compared to originated loans and if so, describe these differences. For example, clarify how you consider the discount recorded on these loans upon purchase in the carrying value used to determine your measure of impairment and whether you record allowances on purchased loans that reflect impairment events that occurred subsequent to the purchase date. If not, explain why not and discuss how your methodology complies with paragraph 59 of IAS 39.

We respectfully inform the Staff that we apply the same methodology to determine allowances for originated loans and for purchased loans. In both cases, the allowance is determined on the basis of our historical loss experience for assets with similar credit risk characteristics adjusted on the basis of current observable data to reflect current conditions.

Moreover, we confirm that on acquisition the purchased loans are recorded at fair value including any discount to their initial origination price attributable to a worsening of the credit quality of the counterparty between the origination of these loans and the acquisition date and we confirm to the Staff that we only record allowances on purchased loans in respect of deterioration in performance after the acquisition date, which methodology complies with paragraph 59 of IAS 39.

We note on page 128 of Santander Holdings USA, Inc.’s Form 10-Q for the Quarterly Period Ended September 30, 2014 that the increase in the allowance for consumer loans primarily related to additional allowance recorded for the loan portfolio acquired during the change in control in the first quarter of 2014. We note a similar disclosure in the June 30, 2014 10-Q. Please tell us the events occurring subsequent to the purchase date that caused such a significant increase in the allowance during that period and tell us whether this also caused the increase in impairment losses recorded pursuant to IFRS in Banco Santander’s Form 6-K. Please also reconcile this disclosure with the statement in your response that the increase in impairment losses relates mainly to portfolio growth resulting from the launch of the Chrysler business.

We respectfully inform the Staff that we intended the disclosure included in Santander Holdings USA, Inc.’s quarterly reports on Form 10-Q and in our response on the letter dated on October 28, 2014 to be consistent, as the growth in Santander Holdings USA, Inc. and Santander Group’s allowances are primarily related to additional allowances recorded since January 2014 for the loan portfolio acquired in the change in control, of which the majority corresponded to the Chrysler portfolio.

The increase in allowances in SCUSA as compared to 2013 was driven by the following events which occurred subsequent to the change in control. We note that the allowances relate to both the loan portfolio acquired in the change in control and to new originated loans subsequent to change in control:

i) There has been increased competition in recent periods which has made it more difficult for lenders, including ourselves, to price to reflect the incremental risk. Beginning in 2013, we decided as a commercial strategy to increase our market share (for example launching the Chrysler business in May 2013). As a result of this strategy, subsequent to the change in control we have had an increase in our delinquency trends, which is reflected in the 31-60 days past due and 61+ past due amounts that increased in the second quarter of 2014 as compared to the first quarter of 2014, which trend continued during the third quarter of 2014. This has consequently resulted in an increase of our net charge offs.

ii) Our net charge-off ratios in 2014 subsequent to the change in control have also increased due to the following events: a) secured loans - our auto loan portfolio performed worse than we expected at the change in control date because car values declined in 2014 subsequent to the change in control, and b) unsecured loans - until May 2013 we did not have any exposure to unsecured loans, which by their nature tend to experience greater losses than secured loans.

* * * *

In addition, as requested, we acknowledge that:

·

Santander is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

Santander may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this letter or the responses, please do not hesitate to contact the undersigned at +34-912891905.

Very truly yours

/s/  José García Cantera

José García Cantera

Chief Financial Officer

cc:

Mr. José Manuel de Araluce, Banco Santander S.A.

Mr. Javier del Castillo, Banco Santander S.A.

Mr. Nicholas A Kronfeld, Davis Polk & Wardwell LLP

Mr. Ignacio Gutiérrez, Deloitte, S.L.

January 1 3, 2015

Via E -mail
José Antonio Álvarez
Chief Financial Officer
Banco Santander, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

Re:  Banco  Santander , S.A.
Form 20 -F for the Fiscal Year Ended December 31, 201 3
Filed April 29, 2014
Form 6 -K Furnished May 1, 2014
File No. 001-12518

Dear  Mr. Álvarez:

We have reviewed you r response letter dated October 28 , 2014 and have the following
comments. In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 6 -K Filed May 1, 2014
Loan Loss Provisions, page 10

1. Please refer to our prior comment 15.  In your response, you state that the increase in
impairment losses on your individually acquired retail installment contracts, receivables
from dealers and unsecured consumer loans was driven mainly by portfolio growth
resulting from the launch of the Chrysler business on May 1, 2013.  Please address the
following:

 Clarify if the approximately $12 billion in retail installment co ntracts through March
31, 2014 relates to growth in the portfolio from inception of the business in May
2013, or whether it was the growth in this portfolio after SCUSA was reconsolidated
in January 2014.  If it relates to the growth in the portfolio since  inception of the

José Antonio Álvarez
Banco Santander, S.A.
January 13 , 2015
Page 2

 business, please clarify how much the portfolio grew from the date of reconsolidation
in January 2014 to March 31, 2014.

 Clarify whether there is a difference in your allowance methodology for purchased
loans as compared to originated lo ans and if so, describe these differences.  For
example, clarify how you consider the discount recorded on these loans upon
purchase in the carrying value used to determine your measure of impairment and
whether you record allowances on purchased loans tha t reflect impairment events that
occurred subsequent to the purchase date.  If not, explain why not and discuss how
your methodology complies with paragraph 59 of IAS 39.

 We note on page 128 of Santander Holdings USA, Inc.’s Form 10 -Q for the Quarterly
Period Ended September 30, 2014 that the increase in the allowance for consumer
loans primarily related to additional allowance recorded for the loan  portfolio
acquired during the change in control in the first quarter of 2014 .  We note a similar
disclosure in the June 30, 2014 10 -Q.  Please tell us the events occurring subsequent
to the purchase date that caused such a significant increase in the allowance during
that period and tell us whether this also caused the increase in impairment losses
recorded purs uant to IFRS in Banco Santander’s Form 6 -K.  Please also reconcile this
disclosure with the statement in your response that the increase in impairment losses
relates mainly to portfolio growth resulting from the launch of the Chrysler business.

You may contact Rebekah Lindsay at (202) 551-3303  or me at (202) 551 -3512 with any
questions.

Sincerely,

 /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Assistant Chief Accountant

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October 28, 2014

VIA EDGAR SUBMISSION

Ms. Suzanne Hayes

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re:

Banco Santander, S.A.

Form 20-F for the Fiscal Year Ended December 31, 2013

Filed April 29, 2014

Form 6-K Furnished May 1, 2014

File No. 001-12518

Dear Ms. Hayes:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Office of Global Security Risk (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated September 30, 2014 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) and Form 6-K (the “6-K”) of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below. All references to page numbers in Santander’s responses are to pages in the filed version of the 20-F and 6-K. I have also underlined and italicized our proposed changes to our 20-F, 6-K and consolidated financial statements that will be included in future filings and I have struck through the text that will be deleted in future filings.

****************************

Item 5. Operating and Financial Review and Prospects, page 123

Critical Accounting Policies, page 123

1.

Your disclosure on page 107 indicates that changes in Spanish law may impact your ability to recover the full balance of mortgage loans where the debtor is experiencing financial difficulty.  Please revise your disclosure in future filings, either here or elsewhere as you deem appropriate, to explain how these changes impact your severity, exposure and probability of default assumptions. Additionally, discuss, and quantify where possible, the impact these changes have had on your provisions and allowance for loan losses.

Response

We inform the Staff that the change in Spanish law that took place in 2013 affects a very specific and limited portion of the portfolio (loans to families considered vulnerable in Spain, which represent just 0.6% of the total mortgage portfolio of the Group).

1

The possibility, mentioned on page 107, of a reduction in the outstanding debt would only affect these specific clients and only in the event that the value of the corresponding collateral recovered by the Group pursuant to foreclosure is not sufficient to cover the debt. In this sense, our experience is that once the foreclosure has taken place no additional cash flow is recovered; accordingly the amount of the loan outstanding following the foreclosure is fully covered with impairment losses. Hence, these changes have not had any impact on our provisions or allowance for loan losses. We will add disclosure in future filings along the lines of the foregoing.

Financial Condition, page 163

2.

We note your disclosure that the decrease in customer loans in 2013 “was mainly due to the domestic component as a result of the deleveraging process in Spain and the cancellation of the public sector financing pursuant to a government program to pay suppliers’ pending invoices.”  In future filings, please describe in greater detail the government program cited and its impact on your business.

Response

Below is a description of the Spanish government program:

In 2012 the Spanish Government adopted specific mechanisms to facilitate the payment and cancellation of the debts that the local public entities had accumulated with their suppliers as a result of the sharp drop in the tax revenues caused by the economic crisis. It also approved the funding mechanism for this program through, among others, obtaining lines of credit from the main Spanish financial institutions, including us, which led to an increase in 2012 in our customer loans. During 2013, the improvement in the economic conditions in Spain allowed these public entities to obtain the required liquidity in the secondary markets and they cancelled those credit lines obtained the year before, which contributed to the reduction in our customer loans in 2013.

As the program has been terminated and primarily affected 2012 we respectfully inform the Staff that we do not consider greater detail about the government program mentioned to be relevant in future filings as we do not expect it will impact future periods.

Quantitative and Qualitative Disclosures about Risk, page 235

Part 5 – Credit risk, page 243

5.3.2 Spain, page 245

3.

Given the continuing declines in the value of real estate in Spain, as well as the continuing impairment charges and losses caused by that decline in your loan loss and foreclosed property portfolio, please revise your tabular disclosure on page 246 in future filings to also reflect an updated loan-to-value measure.  We note that you previously agreed to provide this disclosure in your correspondence filed on March 12, 2012. Therefore, please revise future filings to provide this disclosure, or tell us why this disclosure is no longer relevant.

2

Response

We acknowledge the Staff’s comment and we will revise in our future filings our tabular disclosure on page 246 to reflect an updated loan-to-value measure with the following disclosure:

“ The following table sets forth the loan to value ratio of our home purchase loan portfolio with mortgage guarantee in Spain, as of December 31, 2014, taking into account guarantee values at the time of origination:

Millions of euros

31/12/14

LTV ranges (*)

Less than or equal to 40%

More than 40% and less than 60%

More than 60% and less than 80%

More than 80% and less than or equal to 100%

More than 100%

Total

1. Gross amount

x,xxx

x,xxx

x,xxx

x,xxx

x,xxx

x,xxx

   1.1 Of which: Non-performing

xx

xx

xx

xxx

xxx

x,xxx

(*) LTV (Loan to value ratio: calculated as the outstanding amount of the loan to the updated available appraisal value of the mortgaged asset”

Credit Risk Cycle, page 253

5.5.6 Recovery management, page 259

Forborne loan portfolio, page 260

4.

Please revise your disclosure in future filings to provide the following information regarding your forbearance program:

• Clarify whether you have any limits on the number of times a borrower may request a modification of the terms of their loan.  If not, please discuss how you consider multiple modifications in determining whether a loan has been renegotiated or refinanced.

• We note in your correspondence filed with the Commission on March 11, 2013 that subsequent modifications to loans that were modified are not common but your disclosure on page 262 indicates that subsequent modifications are something you will consider if the previous modification did not lead to improvement in the customer’s performance.  Therefore, in future filings, separately disclose the balance of loans that have received multiple modifications from those that have received only one modification.

3

• Similarly, your disclosure on page 262 indicates that in the event that more than one modification is necessary, “more stringent classification/return-to-performing criteria” is used.  Please revise future filings to disclose specifically the more stringent classification and return to performing criteria that are applied to these types of loans.

• As previously requested, and as represented in your correspondence filed with the Commission on March 11, 2013, revise future filings to discuss how you consider the level of loans needing more than one modification as well as the level of re-defaults of refinanced or renegotiated loans when determining the appropriate level of allowance for loan losses.  If you believe this disclosure is no longer meaningful, please tell us why.

Response

In response to the four bullet items above, we have prepared the following responses with the Staff’s comments in bold and underlined.

Clarify whether you have any limits on the number of times a borrower may request a modification of the terms of their loan. If not, please discuss how you consider multiple modifications in determining whether a loan has been renegotiated or refinanced.

We will include in future filings the following disclosure to clarify this information “Our corporate policy permits a maximum of one modification per year and three modifications every five years.”

We note in your correspondence filed with the Commission on March 11, 2013 that subsequent modifications to loans that were modified are not common but your disclosure on page 262 indicates that subsequent modifications are something you will consider if the previous modification did not lead to improvement in the customer’s performance. Therefore, in future filings, separately disclose the balance of loans that have received multiple modifications from those that have received only one modification.

We will revise the disclosure in future filings to disclose the balance of loans that have had multiple modifications as follows:

“As of December 31, 2014 €x,xxx million of the forborne loan portfolio have had multiple modifications, which represents xx% of the total forborne loan portfolio.”

Similarly, your disclosure on page 262 indicates that in the event that more than one modification is necessary, “more stringent classification/return-to-performing criteria” is used. Please revise future filings to disclose specifically the more stringent classification and return to performing criteria that are applied to these types of loans.

We acknowledge the Staff comment and in future filings we will disclose the following information: “Conversely, if following the arrangement of forbearance there is no improvement in the customer´s payment performance, the possibility of extending new forbearance measures will be considered, with application of more stringent classification/return-to-performing criteria. Our corporate policy prescribes an extended period - between 6 months and 36 months- of continuous payment before a forborne loan with subsequent modification can be reclassified to the performing portfolio (between 3 months and 12 months in those which just have had one modification) . The length is determined by the existence of collateral and the remaining term of the loan.”

4

As previously requested, and as represented in your correspondence filed with the Commission on March 11, 2013, revise future filings to discuss how you consider the level of loans needing more than one modification as well as the level of re-defaults of refinanced or renegotiated loans when determining the appropriate level of allowance for loan losses. If you believe this disclosure is no longer meaningful, please tell us why.

We acknowledge the Staff’s comment and in future filings we will include the following disclosure, which is substantially the same as the wording included in our correspondence filed on March 11, 2013:

“For the purpose of determining losses, the Group monitors its customers differentiating between:

·

Customers classified by the Group as “standardized”: grouping together loans having similar credit risk characteristics indicative of the customers’ ability to pay all principal and interest amounts in accordance with the contractual terms. This category includes exposures to individuals, individual entrepreneurs and retail banking enterprises not classified as individualized customers.

·

Customers classified by the Group as “individualized”: they are monitored individually for significant loans and for loans which, although not significant, are not susceptible to being classified in a group of loans with similar credit risk characteristics. This category includes wholesale banking enterprises, financial institutions and certain retail banking enterprises.

Our internal models, used to calculate our loan loss provisions, incorporate re-defaults of the forborne loans in the following manner:

·

Customers classified by the Group as “standardized”: our internal models consider forborne loans as a different pool, which has its own probability of default calculated based on past credit history, which consider, among others, successive restructuration.

·

Customers classified by the Group as “individualized”: internal ratings are the key input for determining the probability of default of these loans and it takes into consideration subsequent restructuring of a loan. In this sense, our corporate risk policy establishes that the “rating” for forborne customers must be updated at least every six months reflecting new financial conditions or modifications.”

5.

Your disclosure in your Form 6-K filed July 31, 2013 discussing your financial results for the six month period ended June 30, 2013 indicates that the change in the Bank of Spain’s criteria for refinanced loans caused an increase in non-performing loans during the period.  You further state that this was due to the requirement to classify some or all of these loans as doubtful.  However, your discussion regarding the forborne loan portfolio discusses only the standard, substandard and impaired classifications.  Please tell us and revise future filings to disclose, if appropriate, how these two disclosures relate to each other and clarify to us why there is no disclosure of the doubtful loan category within your 20-F.  Clarify when a refinanced or renegotiated loan would be considered doubtful, similar to the disclosure regarding your other classifications on page 263, and quantify the balance of loans included in this classification.  Please also tell us in more detail why reclassification of these loans did not have any additional impact on your provisions.  For example, you have disclosure in the Form 6-K filed July 31, 2013 that indicated that you had already set aside provisions for EUR 340 million for these loans, in line with your internal policy, but it is unclear why this change in reclassification would not affect your internal policy for calculating loss provisions.

5

Response

We respectfully inform the Staff that the meaning of the term “impaired” used on page 263 of our Form 20-F and the meaning of the term “doubtful” used in the Form 6-K filed on July 31, 2013 is the same and refers to the meaning of “non-performing”. In future filings we will use the term “non-performing” in order to avoid any misunderstanding. Taking that into consideration, the information required by the Staff (the criteria for classifying a refinanced loan as non-performing) is disclosed on page 263 of our Form 20-F together with the balance of refinanced or renegotiated loans that are considered non-performing.

In regards to the disclosure included in our Form 6-K filed on July 31, 2013, when we stated that the reclassification of these loans would not have any additional impact on our provisions, we meant that we did not expect that these loans would require significant allowance for loan losses in the future in addition to those already recorded based on our internal models as we were not expecting a worsening of their LGDs taking into account the trends of house prices published by analysts.

Finally, we inform the Staff that this reclassification did not affect our internal policy for calculating provisions because, as mentioned in our disclosure in our Form 6-K filed on July 31, 2013, our internal models had already identified the deterioration in the financial conditions of these loans (refinanced mortgaged loans to unemployed clients with a long capital moratorium period) which prompted the change in Bank of Spain´s criteria.

Part 7 – Liquidity and funding risk, page 294

7.2.2  Balance Sheet Analysis and Liquidity Risk Measurement, page 296

6.

Please revise your future filings to disclose the weighted average of your structural liquidity surplus, if it differs or fluctuates materially from the period end balance.  We note that you represented you would provide this disclosure in your correspondence filed with t

CORRESP
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filename1.htm

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

October 20, 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 responding to the oral comment from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) requesting confirmation as to the method of dissemination of the Prospectus Supplement dated October 16, 2014 (the “Prospectus Supplement”) supplementing the Offer to Exchange/Prospectus dated September 18, 2014 (Registration No. 333-196887) in connection with Santander Spain’s exchange offers to acquire securities of Banco Santander (Brasil) S.A. (“Santander Brasil”).

Santander Spain respectfully advises the Staff that the Prospectus Supplement was mailed to the shareholders of Santander Brasil commencing October 16, 2014.

Division of Corporation Finance

U.S. Securities and Exchange Commission

2

October 20, 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

Mr. Carlos de Nicolás, Banco Santander

CORRESP
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filename1.htm

October 14, 2014

VIA EDGAR SUBMISSION

Ms. Suzanne Hayes

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re: Banco Santander, S.A.

Form 20-F for the Fiscal Year Ended December 31, 2013

Filed April 29, 2014

Form 6-K Furnished May 1, 2014

File No. 001-12518

Dear Ms. Hayes:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), we acknowledge receipt by Santander of the letter dated September 30, 2014 (the “Comment Letter”) of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission regarding the above referenced Annual Report on Form 20-F and Form 6-K of Santander.

Santander is working to respond to the Comment Letter. However, the Bank has advised us that it will require additional time to consider and respond to the Staff’s comments. Accordingly, on behalf of Santander, we respectfully request a 10 business day extension of time to respond to the Comment Letter to October 29, 2014.

We are grateful for the Staff’s assistance in this matter. Please do not hesitate to call me at (212) 450-4950 with any questions you may have.

Very truly yours,

/s/ Nicholas A. Kronfeld

Nicholas A. Kronfeld

cc:

José Antonio Álvarez

September 30, 2014

Via E -mail
José Antonio Álvarez
Chief Financial Officer
Banco Santander, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander,  S.A.
 Form 20-F for Fiscal Year Ended December 31, 2013
Filed April 29, 2014
File No. 1-12518

Dear Mr. Álvarez :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comme nts apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additio nal comments.

Item 5. Operating and Financial Review and Prospects, page 123

Critical Accounting Policies, page 123

1. Your disclosure on page 107 indicates that changes in Spanish law may impact your
ability to recover the full balance of mor tgage loans where the debtor is experiencing
financial difficulty.  Please revise your disclosure  in future filings, either here  or
elsewhere as you deem appropriate, to explain how these changes impact your severity,
exposure and probability of default as sumptions.  Additionally, discuss, and quantify
where possible, the impact these changes have had on your provisions and allowance for
loan losses.

José Antonio  Álvarez
Banco Santander, S.A.
September 30, 2014
Page 2

 Financial Condition, page 163

2. We note your disclosure that the decrease in customer loans in 2013 “was mai nly due to
the domestic component as a result of the deleveraging process in Spain and the
cancellation of the public sector financing pursuant to a government program to pay
suppliers’ pending invoices.”  In future filings, please describe in greater deta il the
government program cited and its impact on your business.

Quantitative and Qualitative Disclosures About Risk , page 235

Part 5 - Credit risk, page 243

5.3.2 Spain , page 245

3. Given the continuing declines in the value of real estate in Spain, as  well as the
continuing impairment charges and losses caused by that decline in your loan loss and
foreclosed property portfolio, please revise your tabular disclosure on page 246 in future
filings to also reflect an updated loan -to-value measure.  We note  that you previously
agreed to provide this disclosure in your correspondence filed on March 12, 2012.
Therefore, please revise future filings to provide this disclosure, or tell us why this
disclosure is no longer relevant.

Credit Risk Cycle, page 253

5.5.6 Recovery management, page 259

Forborne loan portfolio, page 260

4. Please revise your disclosure in future filings to provide the following information
regarding your forbearance program:
 Clarify whether you have any limits on the number of times a bo rrower may request a
modification of the terms of their loan.  If not, please discuss how you consider
multiple modifications in determining whether a loan has been renegotiated or
refinanced.
 We note in your correspondence filed with the Commission on Mar ch 11,  2013 that
subsequent modifications to loans that were modified are not common but your
disclosure on page 262 indicates that subsequent modifications are something you
will consider if the previous modification did not lead to improvement in the
customer’s performance.  Therefore, in future filings, separately disclose the balance
of loans that have received multiple modific ations from those that have  received only
one modification.

José Antonio  Álvarez
Banco Santander, S.A.
September 30, 2014
Page 3

  Similarly, your disclosure on page 262 indicates that in the event t hat more than one
modification is necessary, “ more stringent classification/return -to-performing
criteria ” is used.  Please revise future filings to disclose specifically the more
stringent classification and return to performing criteria that are applied to these types
of loans.
 As previously requested, and as represented in your correspondence filed with the
Commission on March 11, 2013, revise future filings to discuss how you consider the
level of loans needing more than one modification as well as the level of re -defaults
of refinanced or renegotiated loans when determining the appropriate level of
allowance for loan losses.  If you believe this disclosure is no longer meaningful,
please tell us why.

5. Your disclosure in your Form 6 -K filed July 31, 2013  discussing your financial results for
the six month period ended June 30, 2013 indicates that the change in the Bank of
Spain’s criteria for refinanced loans caused an increase in non -performing loans during
the period.  You further state that this was du e to the requirement to classify some or all
of these loans as doubtful.  However, your discussion regarding the forborne loan
portfolio discusses only the standard, substandard and impaired classifications.  Please
tell us and revise future filings to disclose, if appropriate, how these two disclosures
relate to each other and clarify to us why there is no disclosure of the doubtful loan
category within your 20 -F.  Clarify when a refinanced or renegotiated loan would be
considered doubtful, similar to t he disclosure regarding your other classifications on page
263, and quantify the balance of loans included in this classification.  Please also tell us
in more detail why reclassification of these loans did not have any additional impact on
your provisions .  For example, you have disclosure in the Form 6 -K filed July 31, 2013
that indicated that you had already set aside provisions for EUR 340  million for these
loans, in line with your internal policy , but it is un clear why this change in
reclassification w ould not affect your internal policy for calculating loss provisions.

Part 7 - Liquidity and funding risk, page 294

7.2.2  Balance Sheet Analysis and Liquidity Risk Measurement, page 296

6. Please revise your future filings to disclose the weighted average  of your structural
liquidity surplus, if it differs or fluctuates materially from the period end balance.  We
note that you represented you would provide this disclosure in your  correspondence filed
with the C ommission on October 5, 2012.  Please also pro vide a summary of encumbered
and unencumbered assets in a tabular format by balance sheet categories, including
collateral received that can be rehypothecated or otherwise redeployed so that readers
may understand the extent to which you maintain unrestric ted assets that are available to
support potential funding needs.

José Antonio  Álvarez
Banco Santander, S.A.
September 30, 2014
Page 4

 Notes to the Consolidated Financial Statements, page F -9

Note 2 - Accounting Policies, page F -19

i) Non -Current A ssets Held For Sale and Liabilities Associated with Non -Current Assets Hel d
For S ale, page F -49

7. Please revise your future filings to disclose whether your policy for obtaining appraisals
for properties outside of Spain is consistent with your policies disclosed here  for
properties inside Spain.  If not, disclose the similar pol icies for obtaining appraisals for
properties outside of Spain.  Additionally, please revise future filings to disclose whether
your collateral valuations for construction or development projects that are in process
contemplate collateral values “as is” or  “as complete/developed” consistent with your
representation to provide this disclosure in your correspondence filed on October 5, 2012.

u) Assets Under Management and I nvestment and  Pension Funds M anaged by the Group, page
F-60

8. Please revise future fili ngs to describe the criteria used for determining whether you have
control over structured entities.  We note your reference to Note 2.b.iv on page F -23
where you discuss that you determine which entities you control using internal criteria
and procedures and taking into consideration the applicable legislation, but we could not
locate the specific assumption and judgments regarding the criteria considered in
concluding you either control or do not control certain structured entities.   Please refer to
paragraphs 7 -9 of IFRS 12.

Note 8 - Equity I nstruments, page F -104

b) Changes, page F -105

9. We note your disclosure regarding the investment in the Spanish Bank Restructuring
Asset Management Company (Sareb), consisting of an approximate 17% equity stake an d
subordinated debt.  We also note your disclosure on page 163 that appears to indicate that
in 2013, you began to manage a separate unit for run -off real estate activity in Spain,
which has a specialized management model, and includes stakes in real estat e companies
(Metrovacesa and Sareb).   Clarify how you considered the factors in paragraph 7 of IFRS
10 when concluding that accounting for the investment in Sareb as an available for sale
equity investment was appropriate.  Please also address the followin g:
 Identify the relevant activities of Sareb, and clarify your management role in
relationship to these activities.  Tell us how you considered your management role in
determining whether you have met the criteria in paragraphs 7(a) and 7(c) of IFRS
10.

José Antonio  Álvarez
Banco Santander, S.A.
September 30, 2014
Page 5

  Discuss the nature and structure of any fee agreements you have entered into in
connection with the management of Sareb and how you contemplated these fees in
your conclusion to account for this investment as an available for sale security.
 Clarify the signi ficance of gaining the ability to appoint two directors to the board of
directors in light of the total number of seats on the board of directors.

Note 12 - Non-Current Assets H eld fo r Sale, page F -115

10. Your disclosure indicates that you realized EUR 99  million of losses related to sales of
properties that had a valuation allowance of EUR 402 million.  Please revise your
disclosure beginning on page 243 to disclose how you considered the fact that you
experienced losses on these properties that were appr oximately 25% in excess of your
recorded provisions for these properties.  As part of your response, please tell us whether
you have made any changes to your appraisal process or types of appraisals obtained.

Note 27 - Tax M atters, page F -161

e) Deferred  Taxes, page F -163

11. Your disclosure on page 104 indicates that the tax laws in Spain have changed during the
reported periods due to a number of new tax measures; however the tax rate used in the
income tax reconciliation has remained the same.  Please tel l us how the tax measure
changes disclosed on page 104 have impacted your tax rate for both the statutory and
effective tax rates disclosed and clarify how these changes have impacted your financial
results.  If these changes did not materially impact your  financial results, please clearly
state that fact in similar disclosure in future filings when applicable.

12. We note your disclosure that certain of your deferred tax assets may be considered
monetiz able tax assets due to a change in several countries’ tax regimes.   Please tell us
how this mechanism works so that they remain realizable and not dependent on future
income and therefore includable for regulatory capital purposes.  Also, revise future
filings to disclose the circumstances under which the def erred tax assets will convert into
tax receivables.

Note 47 - Personnel E xpenses, page F -193

(iv) Deferred Conditional Variable R emuneration P lan, page F -197

13. We note your disclosure on page F -198 that participants in this plan receive payments in
cash equal to the dividends paid on the deferred shares.  Please tell us the following
information regarding these instruments:
 Clarify whether you consider these shares as immediately vested or whether you
believe that these shares are subject to service cond itions for the purposes of applying
the accounting policy disclosed on page F -58.

José Antonio  Álvarez
Banco Santander, S.A.
September 30, 2014
Page 6

  If you believe these shares are immediately vested and not subject to service
conditions, clarify how you consider these shares in your determination of earnings
per share.
 If the shares are considered to be subject to service conditions and therefore not
considered to be vested or outstanding until the date those service conditions are
satisfied, please tell us whether the dividends required to be paid on these instruments
during the vesting period are forfeitable.  If not, tell us how you have applied the
guidance in paragraphs A13 and A14 of IAS 33 when presenting your measure of
earnings per share.

Form 6 -K Filed May 1, 2014

Loan Loss Provisions, page 10

14. You disclose on page 10 of the Form 6 -K filed on May 1, 2014 that provisions were
maintained in Poland and were higher in Mexico due to greater lending and the change to
the expected loss in the commercial portfolio.   In the same Form 6 -K, you state that the
Committee ve rified that the financial information presented therein was based on the
same principles and practices as those used to draw up the annual financial statements.
However , on page F -47 of your Form 20 -F for the period ended December 31, 2013, your
accounti ng policies indicate that you are determining your impairment provisions based
on an incurred loss model.  Therefore, please tell us and revise your future filings as
applicable to specifically discuss how your change to an expected loss model for the
comm ercial portfolios complies with the guidance in IAS 39, quantify the effect of the
change to the expected loss model, and clarify whether the change was only made for
certain commercial loan portfolios, or all of them.

15. In your earnings call held on May 3,  2014 , you noted you had higher provisioning at
Santander Consumer USA (SCUSA) resulting from an upfront recognition of provisions
based on “expected loss ,” which has a big impact in periods of strong growth of new
lending.  Also during the call, it was no ted that provisions doubled in the United States,
which was mainly in line with the rise of new lending at SCUSA “and due to the
expected loss of one year .”  In your Form 6 -K filed August 5, 2014, you disclosed the
significant increase in provisions at SCU SA in recent quarters, and discussed how they
were linked to SCUSA’s growth in lending after signing the agreement with Chrysler.
Additionally, you disclosed a substantially higher coverage ratio (282% at June 30, 2014)
and that loan -loss provisions fell 8% in a comparison between Q1 and Q2 due to
“SCUSA’s lower needs.”  Please respond to the following:
 Clarify the references to “expected  loss” it relates to the SCUSA loan portfolio and
explain how this is methodology complies with the guidance in IAS 39.
 Explain in more detail why substantial growth in Q1 2014 drove the provision level
so significantly in Q1 2014.   For example, tell us in more detail whether there is a
difference in allowance methodology for newly original loans versus more seasoned
loans .

José Antonio  Álvarez
Banco Santander, S.A.
September 30, 2014
Page 7

  Tell us how the consolidation of SCUSA in the first quarter of 2014 affected the
required provision levels at SCUSA.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequ acy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co

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

2

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.

2

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

3

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.

4

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

CORRESP
1
filename1.htm

Acceleration Request

 September 17, 2014

Re:
Banco Santander, S.A.

 Registration Statement on Form F-4

Registration No. 333-196887

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, Banco Santander, S.A. (the “Company”) hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 9:00 a.m. Eastern
Daylight Time on September 18, 2014 or as soon thereafter as is practicable.

 We hereby acknowledge that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely,

Banco Santander, S.A.

By:

/s/ José Manuel de Araluce

Name: José Manuel de Araluce

Title: Global Head of Compliance

 Via EDGAR

August 8, 2014

James B. Bathon
Legal Counsel
Banco Santander SA
45 East 53rd St
New York, NY 10022

Re: Banco Santander S.A.
  Amendment No. 1 to the Registration Statement on Form F-4
Filed  July 24, 2014
  File No.  333-196887

Dear Mr. Bathon:

We have  reviewed your amended registration statement and have the following additional
comment .  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note yo ur response to prior comment 3 from our letter dated July 14, 2014 .  Please
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.  Refer generally to Rule 13e -3(g)(2).

Background of the Exchange Offer, page 5 3

2. We note your response to comment 8 from our letter dated July 14, 2014.  We are not
able to agree with your analysis that the “laudo” provided Goldman Sachs is not a report,
opinion or appraisal materially related to the transaction.  Consequently, plea se provide
the information required by Item 4 of Form F -4.

James Bathon, Legal Counsel
Banco Santander, S.A.
August 8, 2014
Page 2

 Santander Spain’s Reason for the Proposed Exchange Offer, page 55

3. Revise this section to clarify whether Santander Spain considered the discount to the
book value implied by the exchange offer i n determining that the agreement was
attractive to shareholders of both Santander Spain and Santander Brasil.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

Please contact  Chris Windsor, Special Counsel at (202) 551 -3419  or me at (202) 551 -
3675 with any other questions.

Sincerely,

 /s/ Suzanne Hayes
Suzanne Hayes
        Assistant Director

CORRESP
1
filename1.htm

SEC Response Letter

 New York

 Menlo Park

Washington DC

 São Paulo

London

 Paris

 Madrid

Tokyo

 Beijing

Hong Kong

Marc O. Williams

 Davis Polk & Wardwell LLP

450 Lexington Avenue

 New York, NY 10017

 212 450 6145 tel

 212 450 5500 fax

marc.williams@davispolk.com

 July 24, 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 responding to the comments from the Staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) relating to Santander Spain’s Registration Statement on Form F-4 filed on June 18, 2014 (the “Registration Statement”)
in connection with its proposed exchange offer to acquire securities of Banco Santander (Brasil) S.A. (“Santander Brasil”) contained in the Staff’s letter dated July 14, 2014 (the “Comment Letter”).

In response to the comments set forth in the Comment Letter, Santander Spain has revised the Registration Statement and is filing Amendment No. 1 (the
“Amendment”) to the Registration Statement together with this response letter. This Amendment also contains certain additional updates and revisions. We are also sending, under separate cover, a copy of the Amendment and three
marked copies of the Amendment showing the changes to the Registration Statement.

 Set forth below are Santander Spain’s responses to the
Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by Santander Spain’s response to the comments as well as a summary of the responsive actions taken. We have included page numbers to refer
to the location in the Amendment submitted herewith where the revised language addressing a particular comment appears.

 Division of Corporation Finance

U.S. Securities and Exchange

 Commission

 2

July 24, 2014

 How do I tender my Santander Brazil shares…, page 5

1. As indicated in your exemptive letter request, please revise your disclosure to indicate that the Auction will commence on the expiration date of the
initial offering period immediately after the expiration of the initial offering period. Please make conforming changes throughout the prospectus.

Response: Santander Spain respectfully advises the Staff that Santander Spain has revised the disclosure on pages iii, 2, 5 and 75 of the Amendment to
provide the requested information.

 If I do not participate in the exchange offer, will may Santander Brasil securities continue to be listed on the
New York Stock Exchange and Bovespa?, page 10

 2. In order for investors to better understand the possibility that Santander Brasil ADSs may
be delisted from the New York Stock Exchange; please put the NYSE guideline for delisting securities in context. Please discuss the number of Santander Brasil ADSs and the number of holders, as of a recent date. Please also disclosure the percentage
of those holders who, if they tendered, would cause Santander Brasil ADSs to fall under the holder and volume limits of the NYSE guidelines. Make conforming changes to the disclosure on page 25 and 36.

Response: Santander Spain respectfully advises the Staff that Santander Spain has revised the disclosure on pages 25 and 37 of the Amendment to provide
the requested information.

 3. Please refer to Exchange Act Rule 13e-3(a)(3). Given the terms of the exchange offer, there appears to be a
reasonable likelihood of the delisting of Santander Brasil ADSs from the New York Stock Exchange. Referencing relevant precedent and/or interpretative positions, please provide your well-reasoned legal analysis of why you believe Rule 13e-3 does not
apply to this offer.

 Response: Santander Spain respectfully advises the Staff that, for the reasons set forth below, Santander Spain believes
that Rule 13e-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) is not applicable to the exchange offer.

 Pursuant to Rule
13e-3(a)(3), a Rule 13e-3 transaction is any transaction or series of transactions which has “either a reasonable likelihood or a purpose” of producing, either directly or indirectly, any of the following effects:

(A) causing any class of equity securities of the issuer which is subject to section 12(g) or section 15(d) of the Exchange Act to become
eligible for termination of registration under Exchange Act Rules 12g-4 or 12h-6, or causing the reporting obligations with respect to such class to become eligible for termination under Exchange Act Rule 12h-6; or suspension under Exchange Act Rule
12h-3 or section 15(d) of the Exchange Act (Rule 13e-3(a)(3)(ii)(A)); or

 (B) causing any class of equity securities of the issuer
which is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association to be neither listed on any national securities exchange nor authorized to be
quoted on an inter-dealer quotation system of any registered national securities association (Rule 13e-3(a)(3)(ii)(B)).

 Division of Corporation Finance

U.S. Securities and Exchange

 Commission

 3

July 24, 2014

 Santander Brasil’s American Depositary Shares (the “Santander Brasil ADSs”) are
registered pursuant to Section 12(b) of the Exchange Act and are listed on the New York Stock Exchange (“NYSE”). Based on information provided by Santander Brasil and by JPMorgan Chase Bank N.A., in its capacity as depositary
for the Santander Brasil ADSs, (i) as of June 30, 2014, there were approximately 27,165 beneficial holders of Santander Brasil ADSs, holding approximately 404,291,287 Santander Brasil ADSs that are “publicly-held” under the NYSE
definitions, and (ii) as of July 16, 2014, there were 22 record holders of Santander Brasil ADSs, including Cede &Co. as the nominee of the Depository Trust Company, and 2 record holders of Santander Brasil units (which underlie the
Santander Brasil ADSs).

 Rule 13e-3(a)(3)(ii)(A) is inapplicable to the exchange offer because Santander Brasil does not have a class of equity securities
subject to Section 12(g) or Section 15(d) of the Exchange Act. Section 12(g) of the Exchange Act does not apply to the Santander Brasil ADSs pursuant to Section 12(g)(2)(A) of the Exchange Act because the Santander Brasil ADSs
are listed and registered on a national securities exchange and the provisions of Section 15(d) of the Exchange Act do not apply to the Santander Brasil ADSs because the Santander Brasil ADSs are already registered under Section 12(b) of
the Exchange Act. In addition, even if the exception under Section 12(g)(2)(A) of the Exchange Act ceased to apply to Santander Brasil, pursuant to Rule 12g-2 Santander Brasil would not be required to register pursuant to Section 12(g) of
the Exchange Act because it currently has fewer than 300 record holders.

 Rule 13e-3(a)(3)(ii)(B) is inapplicable to the exchange offer because Santander
Spain does not have “a reasonable likelihood or a purpose” of causing the Santander Brasil ADSs to be delisted from the NYSE.

 First, according
to the NYSE’s Listed Company Manual, the NYSE would consider initiation of suspension and delisting procedures when: (a) the total number of stockholders is less than 400, or (b) the total number of stockholders is less than 1,200 and
the average monthly trading volume for the most recent 12 months is less than 100,000 shares or (c) the number of “publicly-held” shares is less than 600,000.

 Division of Corporation Finance

U.S. Securities and Exchange

 Commission

 4

July 24, 2014

 Based on the information available to Santander Spain as described above, the NYSE would consider delisting
the Santander Brasil ADSs if (i) at least 98.53% of the holders of Santander Brasil ADSs tendered all of their ADSs into the exchange offer, or (ii) at least 95.58% of the holders of Santander Brasil ADSs tendered all of their ADSs into
the exchange offer and the average monthly trading volume for Santander Brasil ADSs fell below 100,000 shares for the previous 12 months or (iii) at least 99.85% of the publicly-held Santander Brasil ADSs were tendered into the exchange offer.
Santander Spain believes that it is unlikely that any of these requirements could be triggered by the exchange offer, and Santander Spain expects that after consummation of the exchange offer, the number of holders, trading volume and number of
publicly-held Santander Brasil ADSs will remain substantially above the NYSE listing requirements. Santander Spain therefore respectfully submits that there is not a “reasonable likelihood” that the Santander Brasil ADSs will become
eligible for delisting from the NYSE as a result of consummation of the exchange offer.

 Second, as stated in its announcement of the proposed exchange
offer and in the Registration Statement, Santander Spain does not intend to request delisting of the Santander Brasil ADSs from the NYSE, subject to continuing to meet the listing requirements. In Brazil, Santander Brasil will remain listed on the
Brazilian stock exchange, BM&FBOVESPA (“Bovespa”), regardless of the outcome of the exchange offer. Santander Spain therefore respectfully submits that the exchange offer does not have the “purpose,” as used in Rule
13e-3, of causing the delisting of Santander Brasil ADSs from the NYSE.

 For the reasons set forth above, Santander Spain believes that the exchange offer
is not a Rule 13e-3 transaction. However, even if the exchange offer were deemed to be a Rule 13e-3 transaction, for the reasons set forth below, Santander Spain believes that the exception afforded by Rule 13e-3(g)(2) exempts the exchange offer
from application of Rule 13e-3.

 Rule 13e-3(g)(2) provides that Rule 13e-3 does not apply to any 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 (emphasis added);

 (ii) such equity security is registered pursuant to section 12 of the Exchange Act or reports
are required to be filed by the issuer thereof pursuant to section 15(d) of the Exchange Act; and

 (iii) if the security which is the
subject of the Rule 13e-3 transaction was either listed on a national securities exchange or authorized to be quoted in an interdealer quotation system of a registered national securities association, such equity security is either listed on a
national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association.

 Division of Corporation Finance

U.S. Securities and Exchange

 Commission

 5

July 24, 2014

 In the exchange offer, holders of Santander Brasil securities that tender their securities to the U.S.
exchange agent will receive American Depositary Shares of Santander Spain (“Santander Spain ADSs”) representing Santander Spain ordinary shares. The Santander Spain ADSs and the Santander Spain ordinary shares will be registered
under Section 12 of the Exchange Act, and the Santander Spain ADSs will be listed on the NYSE, satisfying the requirements of clauses (ii) and (iii) of Rule 13e-3(g)(2).

With respect to clause (i) of Rule 13e-3(g)(2), Santander Spain respectfully submits that the Santander Spain ordinary shares offered as consideration in
the form of Santander Spain ADSs should be deemed “common stock” for this purpose.

 Rule 13e-3 itself does not provide a definition of
“common stock.” Rule 12b-2 under the Exchange Act and Rule 405 under the Securities Act, however, define “common equity” as “any class of common stock or an equivalent interest, including but not limited to a unit of
beneficial interest in a trust or a limited partnership interest.” In another context, the Commission has stated that for purposes of the calculation of the actively-traded securities exception from Rule 101 under Regulation M, the ordinary
shares issued by a foreign issuer are treated as “common equity securities” and noted that the “phrase ‘common equity securities’ includes the equivalent type of stock of a foreign issuer.” (Frequently Asked Questions
About Regulation M, Division of Market Regulation: Staff Legal Bulletin No. 9 available at http://www.sec.gov/interps/legal/mrslb9.htm ).

 Santander
Spain respectfully submits that the term “ordinary shares” is merely the nomenclature used in Spain and numerous other countries to refer to the class of security usually referred to in the U.S. as “common stock.” For example,
the Santander Spain ordinary shares do not entitle their holders to the right to receive a fixed amount of dividends, do not have fixed liquidation values, are not subject to mandatory redemption by Santander Spain or optional redemption by the
holders thereof, and their terms do not include covenants of Santander Spain. Rather, the Santander Spain ordinary shares participate in the profits and losses of Santander Spain as common stock does, give the holders thereof full voting rights and
entitle them to receive the residual value of Santander Spain after liquidation of the company. Santander Spain does not have any class of equity securities other than the Santander Spain ordinary shares. In other words, the Santander Spain
“ordinary shares” are what in the U.S. would be called “common stock”. Therefore, Santander Spain believes that the Santander Spain ordinary shares being offered in the exchange offer (in the form of Santander Spain ADSs) should
be deemed “common stock” for purposes of Rule 13e-3(g)(2).

 Division of Corporation Finance

U.S. Securities and Exchange

 Commission

 6

July 24, 2014

 For the reasons set forth above, Santander Spain respectfully submits that even if the exchange offer was
deemed to be a Rule 13e-3 transaction, by virtue of the exception contained in Rule 13e-3(g)(2), the exchange offer is exempt from application of Rule 13e-3.

4. Please supplement your Questions & Answers to clarify what will occur if a securityholder’s Brasil Santander securities are not
accepted for exchange in the offer for any reason.

 Response: Santander Spain respectfully advises the Staff that Santander Spain has revised
the disclosure on page 14 of the Amendment to provide the requested information.

 Where You Can Find More Information, page 13

5. We note you intend to file a Schedule TO pursuant to Rule 14d-3. Please note that any review of the Schedule TO should be complete before
requesting effectiveness of the F-4.

 Response: Santander Spain respectfully acknowledges the Staff’s comment.

6. We note that you have submitted a request for exemptive relief from certain US tender offer rules in connection with the offer. We are continuing
to process and consider that request. Please note that by issuing these comments, we are not taking a position with respect to your separate request. Further, we will likely issue additional comments as revisions are made to the exemptive letter.
Please confirm your understanding in a response letter.

 Response: Santander Spain respectfully acknowledges the Staff’s comment.

 Division of Corporation Finance

U.S. Securities and Exchange

 Commission

 7

July 24, 2014

 7. Please see our comment above. Please confirm that you will conform the statements made in the
registration statement to the parameters outlined in your request letter and to relief, if any, that is granted.

 Response: Santander Spain
respectfully acknowledges the Staff’s comment. Santander Spain has revised pages 11, 25 and 90 of the Amendment to refle

July 14, 2014

James B. Bathon
Legal Counsel
Banco Santander SA
45 East 53rd St
New York, NY 10022

Re: Banco Santander S.A.
  Registration Statement on Form F-4
Filed  June 28, 2014
  File No.  333-196887

Dear Mr. Bathon:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

How do I tender my Santander Brazil shares…, page 5

1. As indicated in your exemptive letter request, please revise your disclosure to indicate
that the Auction will commence on the expiration date of the initial offeri ng period
immediately after the expiration of the initial offering period .  Please make conforming
changes throughout the prospectus.

If I do not participate in the exchange offer, will may Santander Brasil securities continue to be
listed on the New York Stock Exchange and Bovespa?, page 10

2. In order for investors to better understand the possibility that Santander Brasil ADSs may
be delisted from the New York Stock Exchange; please put the NYSE guideline for
delisting securities in context.  Please d iscuss the number of Santander Brasil ADSs and
the number of holders, as of a recent date.  Please also disclosure the percentage of those

James Bathon, Legal Counsel
Banco Santander, S.A.
July 1 4, 2014
Page 2

 holders who, if they tendered, would cause Santander Brasil ADSs to fall under the
holder and volume limits of the NY SE guidelines.  Make conforming changes to the
disclosure on page 25 and 36.

3. Please refer to Exchange Act Rule 13e -3(a)(3).  Given the terms of the exchange offer,
there appears to be a reasonable likelihood of the delisting of Santander Brasil ADSs
from the New York Stock Exchange.  Referencing relevant precedent and/or
interpretative positions, please provide your well -reasoned legal analysis of why you
believe Rule 13e -3 does not apply to this offer.

4. Please supplement your Questions & Answers to clarify what will occur if a
securityholder’s Brasil Santander securities are not accepted for exchange in the offer for
any reason.

Where You Can Find More Information, page 13

5. We note you intend to file a Schedule TO pursuant to Rule 14d -3.  Pleas e note that any
review of the Schedule TO should be complete before requesting effectiveness of the F -4.

6. We note that you have submitted a request for exemptive relief from certain US tender
offer rules in connection with the offer.  We are continuing to process and consider that
request.  Please note that by issuing these comments, we are not taking a position with
respect to your separate request. Further, we will likely issue additional comments as
revisions are made to the exemptive letter.  Please con firm your understanding in a
response letter.

7. Please see our comment above.  Please confirm that you will conform the statements
made in the registration statement to the parameters outlined in your request letter and to
relief, if any, that is granted.

Background of the Exchange Offer, page 53

8. We not e that Santander Spain hired Goldman Sachs (Brazil) to provide a fairness opinion
or “laudo” to “determine the range of exchange ratios of Santander Spain BDS for each
Santander Brasil share.”  Similarly,  it appears that the minority shareholders of Santander
Brasil determined to use a “laudo” provided by one of three providers recommended by
the board.  Please tell us whether the second “laudo” has been provided to the minority
shareholders.  Also, please  provide us with your analysis as to why the “laudos” are not
considered report s, opinion s or appraisal s under Item 4(b) of Form F -4.  Alternatively,
please revise your disclosure to provide the information required by Item 4(b).  Also,
please provide us w ith an English translation of the “laudos.”

James Bathon, Legal Counsel
Banco Santander, S.A.
July 1 4, 2014
Page 3

Santander Spain’s Reasons for the Proposed Exchange Offer, page 55

9. In the final bullet point on this page, you reference the impact of “lower Core Tier 1
deductions…reflecting a reduction in excess capital attributed to minority shareholders.”
Please tell us, with a view towards revised disclosure, how the tender offer w ill impact
your Basel III capital adequacy.

Other Conditions, page 61

10. Please refer to the first full paragraph under this heading.  W hen a n offer  condition is
triggered and you decide to proceed with the offer anyway, we believe that this decision
constitutes a waiv er of the triggered condition.  D epending on the materiality of the
waived condition and the number of days remaining in the offer, you may be required to
extend the offer and re -circulate new disclosure to security holders.  You may not,
however, as the language seems to imply, simply fail to assert a triggered offer condition
and thus effectively waive it without officially doing so.  Please confirm your
unders tanding in your response letter.

11. Please refer to the last sentence of this se ction .  All conditions to the offer, except those
conditions subject to the receipt of government approvals, must be satisfied or waived at
or before expiration of the offer.  Please revise to clarify that the “ongoing right” to assert
conditions may not be asserted after the offer's expiration.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securit ies Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the ev ent you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing  effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

James Bathon, Legal Counsel
Banco Santander, S.A.
July 1 4, 2014
Page 4

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact  Chris Windsor, Special Counsel at (202) 551 -3419  or me at (202) 551 -
3675 with any other questions.

Sincerely,

 Christian Windsor
 Special Counsel
 For

Suzanne Hayes
        Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE
 August 20, 2013

Via E -mail
José Antonio Álvarez
Chief Financial Officer
Banco Santander, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

 Re: Banco Santander, S.A.
  Form 20 -F for the Fiscal Year Ended December 31, 2012
  Filed April 24, 2013
  File No. 1 -12518

Dear Mr. Álvarez :

We refer you to our comment letter dated July 17, 2013, regarding business contacts with
Cuba, Sudan, and Syria.  We have completed our review of this subject matter.  We remind you
that our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing to be certain that t he
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Suzanne Hayes
  Assistant Director
 Division of Corp oration Finance

CORRESP
1
filename1.htm

August 2, 2013

VIA EDGAR SUBMISSION

Ms. Cecilia Blye

Office of Global Security Risk

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re: Banco Santander, S.A.

Form 20-F for the Fiscal Year Ended December 31, 2012

Filed April 24, 2013

File No. 001-12518

Dear Ms. Blye:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Office of Global Security Risk (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated July 17, 2013 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) of Santander. The financial information contained herein has been provided for Santander and its subsidiaries on a consolidated basis (the “Group”) unless otherwise noted. I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below.

****************************

General

1.

In your letter to us dated October 29, 2010, you discussed your contacts with Cuba, Sudan, and Syria. As you know, Cuba, Sudan, and Syria are designated as state sponsors of terrorism by the U.S. Department of State, and are subject to U.S. economic sanctions and export controls. Your Form 20-F does not include disclosure regarding contacts with those countries. Please describe to us the nature and extent of your past, current, and anticipated contacts with Cuba, Sudan, and Syria, whether through direct or indirect arrangements, since the referenced letter. Your response should describe any funds, services, or support you have provided or intend to provide into Cuba, Sudan, and Syria, directly or indirectly, and any agreements, arrangements, or other contacts you have had or intend to have with the governments of those countries or entities they control.

Response

Cuba

Our contacts with, and financial services related to, Cuba are limited to the following:

Correspondent relationships:

Santander and other members of the Group have correspondent relationships with banks in many countries, including Cuba, for the purpose of carrying out commercial transactions on behalf of our

customers. Correspondent relationships exist with the following Cuban banks: Banco de Crédito y Comercio, Banco Exterior de Cuba, Banco Financiero Internacional, S.A., Banco Internacional de Comercio S.A., Banco Popular de Ahorro and Banco Metropolitano S.A.

Financial assets:

As of March 31, 2013 (the latest date for which information is available), the Group had financial assets related to Cuba of €8,000 as compared to €41.2 million as of June 30, 2010.

Financial liabilities:

As of March 31, 2013, the Group had an aggregate of €12.4 million of current accounts, deposits and time deposits by Cuban nationals resident in Spain, the UK or Portugal (including €0.2 million in deposits related to the Cuban embassy in Madrid), which were primarily in Spain, as compared to €111.6 million as of June 30, 2010 (including €0.4 million in deposits related to the Cuban embassy in Madrid). In addition, the Group had €4.8 million of contingent liabilities related to Cuba as of March 31 2013, primarily in the form of lines of credit.

Sudan

Our contacts with, and financial services related to, Sudan are limited to the following:

Correspondent relationships:

Santander, through the Banesto branch network, maintains a correspondent banking relationship in Sudan with Sudanese French Bank for the purpose of supporting the commercial activity of its customers.

Financial assets:

As of March 31, 2013, the Group had financial assets related to Sudan of €102,000, primarily constituting loans to Sudanese nationals resident in Spain, the UK or Portugal, as compared to €6,000 as of June 30, 2010.

Financial liabilities:

As of March 31, 2013, the Group had financial liabilities related to Sudan of €368,000, primarily constituting deposits from Sudanese nationals resident in Spain, the UK or Portugal, as compared to €11,000 as of June 30, 2010. In addition, the Group had €6,000 of contingent liabilities related to Sudan.

Syria

Our contacts with, and financial services related to, Syria are limited to the following:

Correspondent relationships:

The Group does not maintain any correspondent banking relationships in Syria.

Financial assets:

As of March 31, 2013, the total amount of financial assets related to Syria was €141,000, primarily constituting loans to Syrian nationals resident in Spain, the UK or Portugal, as compared to €12,000 as of June 30, 2010.

Financial liabilities:

As of March 31, 2013, Syrian nationals resident in Spain, the UK or Portugal maintained current accounts, deposits and time deposits with the Group in an aggregate amount of €3.1 million (including €0.1 million in deposits related to the Syrian embassy in Madrid) as compared to €7.4 million as of June 30, 2010 (including €1.0 million in deposits related to the Syrian embassy in Madrid). In addition, the Group had €45,000 of contingent liabilities related to Syria.

We currently do not anticipate increasing materially our contacts with Cuba, Sudan or Syria, or the respective governments thereof.

2.

Please discuss for us the materiality of any contacts with Cuba, Sudan, and Syria you describe in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Sudan, or Syria.

Response

We believe that our contacts with Cuba, Sudan and Syria are an entirely insignificant and non-material component of our business. In assessing the materiality of our contacts with these countries, both individually and in the aggregate, we have considered both quantitative and qualitative factors. For the reasons we describe below, we believe that our contacts with Cuba, Sudan and Syria are not material to our results of operations or financial condition. We further believe that, in light of the de minimis size and nature of these contacts, such contacts do not constitute a material investment risk for our securityholders. Our assessment of qualitative factors included consideration of the potential impact of our corporate activities in these countries upon our reputation and share value.

In quantitative terms, we believe that our contacts with these countries, individually and in the aggregate, are not material. In terms of our financial condition, as of March 31, 2013, the aggregate financial assets held by the Group related to these three countries represent less than 0.00004% of the consolidated financial assets of the Group, and the aggregate financial liabilities of the Group with these three countries represent less than 0.003% of the consolidated financial liabilities of the Group. In terms of our results of operations, we estimate that less than 0.01% and 0.01% of our net attributable income and less than 0.01% and 0.01% of our net interest income for 2012 and the three months ended March 31, 2013, respectively, were generated from our contacts with these countries.

Accordingly, these contacts have made no material contribution to our financial condition or results of operations, nor are they expected to have any material impact thereon in subsequent periods.

Further, we do not believe that any of our past or current contacts with these countries would be qualitatively material to a reasonable investor making an investment decision about our shares. Rather, we believe that any reasonable investor would expect a bank such as ours to have correspondent banking relationships throughout the countries of the world with which the Spanish government maintains trade relations.

* * * * * * *

In addition, as requested, we acknowledge that:

·

Santander is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

Santander may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this letter or the responses, please do not hesitate to contact the undersigned at +34 91 289 33 92.

Very truly yours,

/s/  José Manuel de Araluce Larraz

José Manuel de Araluce Larraz

Chief Compliance Officer

cc:

Mr. José Antonio Álvarez, Banco Santander, S.A.

Mr. Javier del Castillo, Banco Santander, S.A.

Mr. Nicholas A. Kronfeld, Davis Polk & Wardwell LLP

Ms. Carmen Barrasa, Deloitte, S.L.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE
 July 17 , 2013

Via E -mail
José Antonio Álvarez
Chief Financial Officer
Banco Santander, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

 Re: Banco Santander, S.A.
  Form 20 -F for the Fiscal Year Ended December 31, 2012
  Filed April 24 , 2013
  File No. 1 -12518

Dear Mr. Álvarez :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we  have the following comment s.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better underst and your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment s apply  to your facts and circumstances, please tell us why in your response.

After reviewing the informatio n you provide in response to the se comment s, we may
have additional comments.
General

1. In your letter to us dated October 29, 2010, you discussed your contacts with Cuba,
Sudan, and Syri a.  As you know, Cuba, Sudan, and Syria are designated as state sponsors
of terrorism by the U.S. Department of State, and are subject to U.S. economic sanctions
and export controls.  Your Form 20 -F does not include disclosure regarding contacts with
those  countries.  Please describe to us the nature and extent of your past, current, and
anticipated contacts with Cuba, Sudan, and Syria, whether through direct or indirect
arrangements, since the referenced letter.  Your response should describe any funds,
services, or support you have provided or intend to provide into Cuba, Sudan, and Syria,
directly or indirectly, and any agreements, arrangements, or other contacts you have had
or intend to have with the governments of those countries or entities they contr ol.
2. Please discuss for us the materiality of any contacts with Cuba, Sudan, and Syria you

José Antonio Álvarez
Banco Santander, S.A.
July 17 , 2013
Page 2

 describe in response to the foregoing comment, and whether those contacts constitute a
material investment risk for your security holders.  You should address materia lity in
quantitative terms, including the approximate dollar amounts of any  associated revenues,
assets, and liabilities for the last three fiscal years and the subsequent interim period .  Also,
address materiality in terms of qualitative factors that a re asonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  As you know, various state and
municipal governments, universities, and other inve stors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact of the investor sentiment e videnced by such actions directed toward
companies that have operations associated with Cuba, Sudan, or Syria.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of  the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person u nder the federal securities laws of the United States.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comment s or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Ch ief
         Office of Global Security Risk

cc:  Suzanne Hayes
  Assistant Director
 Division of Corporation Finance

March 29 , 2013

Via E -mail
José Antonio Álvarez
Chief Financial Officer
Banco Santander, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander, S.A.
Form 20 -F for the Fiscal Year Ended December 31, 2011
Filed April 27, 2012
  File No. 001 -12518

Dear Mr. Álvarez :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceedi ng initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
informati on the Securities Exchange Act of 1934 and all applicable rules require.

      Sincerely,

      /s/ Hugh West

      Hugh West
        Accounting Branch Chief

CORRESP
1
filename1.htm

March 11, 2013

VIA EDGAR SUBMISSION

Mr. Hugh West

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re: Banco Santander, S.A.

Form 20-F for the Fiscal Year Ended December 31, 2011

Filed April 27, 2012

Response dated October 5, 2012

File No. 001-12518

Dear Mr. West:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated February 25, 2013 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below. All references to page numbers in Santander’s responses are to pages in the filed version of the 20-F. I have also underlined and italicized our proposed changes to our Form 20-F and to our consolidated financial statements that will be included in future filings and I have struck through the text that will be deleted in future filings.

****************************

Form 20-F for the Fiscal Year Ended December 31, 2011

Notes to the consolidated financial statements for the year ended December 31, 2011, page F-9

g) Impairment of financial assets, page F-36

i. Definition, page F-36

1.

Refer to your response to prior comment 16. You indicate that you may reclassify transactions as standard when you have collected only a portion of the unpaid installments. Please revise future filings to disclose the circumstances under which you have collected only a portion of the unpaid installments but you have concluded that the loan should no longer be classified as doubtful. If significant, quantify the amount of loans reclassified as standard that still have unpaid installments due.

1

Response

We acknowledge the Staff’s comment and we propose to include the following disclosure in our future filings to enhance our explanation included in our response to comment 16 of our letter dated October 5, 2012:

“Transactions classified as doubtful due to counterparty arrears are reclassified as standard if, as a result of the collection of all or some of the unpaid installments, the reasons for classifying such transactions as doubtful cease to exist -namely, when any remaining unpaid installments are less than 90 days past due-, unless other subjective reasons remain for classifying them as doubtful. The refinancing of doubtful loans does not result in their reclassification to standard unless: there is certainty that the customer can make payment on the new schedule; the customer provides additional effective guarantees or collateral; the customer pays the current interest receivable; and the customer satisfies the cure period described in Note 54 to our financial statements.

Effective guarantees and collateral constitute the following: collateral in the form of cash deposits; quoted equity instruments and debt securities issued by creditworthy issuers; mortgages on completed housing, offices and multi-purpose premises and on rural property, net of any prior charges; and personal guarantees (bank guarantees, inclusion of new obligors, etc.) which entail the direct and joint liability of the new guarantors to the customer, these being persons or entities whose solvency is sufficiently demonstrated as to ensure the full repayment of the transaction under the agreed terms.”

The amount of loans reclassified as standard with less than 90 days past due installments is not significant. Moreover in order to enhance our disclosure we propose to include in Note 10 of our financial statements the following information which refers to the total amount of loans with past due installments less than 90 days and not classified as impaired (which includes those reclassified from doubtful status): “The amount of loans with less than 90 days past due installments classified as standard amounted to €4,732 million as of December 31, 2012 (€5,208 million as of December 31, 2011),

3. Santander Group, page F-53

xvii. SCUSA, page F-60

2.

Refer to your response to prior comment 20. Please tell us the following information related to your valuation of SCUSA:

• Whether the fair value was determined on a controlling basis; and,

• Whether you incorporated a control premium into the fair value attributed to your retained 65% interest and if so, how you determined the appropriate level of control premium to use in light of the fact that you have given up control of the company.

Response

We respectfully inform the Staff that our valuation did not apply a control premium to the fair value attributed to our 65% interest. We determined our valuation considering an independent third party valuation that took into account the Shareholders agreement, including the joint control, related to this transaction. Ultimately, the fair value we determined corresponded to our 65% interest in SCUSA when we considered the valuation of SCUSA in its entirety.

2

25. Provisions, page F-114

e) Litigation, page F-124

3.

We note your response to prior comment 21. Please address the following:

• Your proposed disclosure states that for certain of your litigation provisions, you have provisioned for the amount of litigation losses that were deemed likely. Tell us whether your definition of the term “likely”, as used in your proposed disclosure, is consistent with the term “more likely than not”, as used in paragraph 15 of IAS 37. If true, revise your disclosure in future filings to utilize the term as it appears in IAS 37.

• It remains unclear how you determine your various classes of provisions. Specifically, we note your disclosure on page F-123 that you aggregate provisions for restructuring with provisions for litigation (both tax and non-tax related). Tell us how you considered paragraph 87 of IAS 37 when concluding aggregation of these provisions as a single class was appropriate. In this regard, tell us how you concluded that litigation would, at a minimum, not be a single class of provisions given the varying nature of these items and the inability to sufficiently summarize in a single statement the nature, risk and uncertainties related to them as compared to restructurings. Alternatively, report these provisions separately.

• To the extent that you conclude that litigation should be its own class of provisions, or multiple classes of provisions (such as segregating between tax and non-tax related, or individual proceedings as separate classes), expand your disclosure to link the information in your roll forward to the narrative disclosures required by paragraph 85 of IAS 37 for those classes.

Response

We acknowledge the Staff’s comment and we confirm that our definition of the term “likely” means “more likely than not”, as used in paragraph 15 of IAS 37. However, in order to address all the issues detailed in the Staff’s comment we have analyzed our contingent liabilities and all the items included in Provisions for taxes and other legal contingencies and Other provisions as required by IAS 37 paragraph 87 and we have grouped those items whose nature is sufficiently similar, to fulfill the disclosure requirements stated in IAS 37 paragraphs 85(a) and (b) and 86(a) and (b). Additionally we have decided to keep the previous detail of provisions by geographical area as we consider it gives useful information. Therefore, we will revise our disclosure in future filings as shown below (the proposed changes are marked to our 2011 Form 20-F):

d)

Provisions for taxes and other legal contingencies and Other provisions

The balances of Provisions - Provisions for taxes and other legal contingencies and Provisions - Other provisions, which include, inter alia, provisions for restructuring costs and tax-related and non-tax-related proceedings, were estimated using prudent calculation procedures in keeping with the uncertainty inherent to the obligations covered. The definitive date of the outflow of resources embodying economic benefits for the Group depends on each obligation. In certain cases, these obligations have no fixed settlement period and, in other cases, depend on the legal proceedings in progress.

The detail of Provisions for taxes and other legal contingencies and Other provisions by main geographical area is as follows:

3

Millions of euros

2012

2011

2010

 Recognised by Spanish companies

722

680

840

 Recognised by other EU companies

1,483

1,523

536

 Recognised by other companies

2,973

3,665

3,735

  Of which:

   Brazil

2,750

3,364

3,664

5,178

5,868

5,111

“The detail of Provisions for taxes and other legal contingencies and Other provisions by each class of provision, determined by grouping those items that are of a similar nature, is as follows:

Millions of euros

2012

2011

  Provisions for taxes

1,198

1,346

  Provisions for labor proceedings (Brazil)

975

1,390

  Provisions for other legal proceedings

927

927

  Customer remediation (UK)

803

863

  Regulatory-related provisions (UK)

227

211

  Restructuring

120

98

  Other

928

1,033

5,178

5,868

Provisions for taxes comprise provisions for tax-related proceedings.

Provisions for labor proceedings (Brazil) comprise lawsuits brought by labor unions, associations, public prosecutors and former employees claiming labor rights they understand are due, especially payment for overtime and other labor rights, including retirement benefit lawsuits. The number and nature of these procedures, which are common in many other banks in Brazil, justifies the classification of these provisions as a separate group. For claims considered to be similar and usual, provisions are recognized based on the history of payments made for claims of that sort. Claims that do not fit into the previous are assessed individually, and provisions are recognized based on the status of each lawsuit and the risk assessment made by legal counsel. The average duration of labor proceedings is approximately 8 years, although they could last much longer.

Provisions for other legal proceedings include provisions for court, arbitration or administrative (other than those included in other areas) proceedings brought against Santander Group companies.

Customer remediation (UK) comprises the estimated cost of making redress payments with respect to the past sales of products in UK. In calculating the customer remediation provision, management’s best estimate of the provision was calculated based on conclusions regarding the number of claims that will be received, of those, the number that will be upheld, and the estimated average settlement per case

Regulatory-related provisions (UK) mainly include the provisions in respect of the following issues related to Santander UK:

·         Financial Services Compensation Scheme (“FSCS”): The FSCS is the UK's independent statutory compensation fund for customers of authorized financial services firms and pays compensation if a firm is unable to pay claims against it. The FSCS is funded by levies on the industry (and recoveries and borrowings where appropriate). The levies raised comprise both management expenses levies and, where necessary, compensation levies on authorized firms.

4

·         UK Bank Levy: the Finance Act 2011 introduced an annual bank levy in the UK which is collected through the existing quarterly Corporation Tax collection mechanism. The UK Bank Levy is based on the total chargeable equity and liabilities as reported in the balance sheet at the end of a chargeable period, although the certain amounts are excluded. During 2012, a rate of 0.088% was applied and three different rates applied during 2011 which averaged to 0.075%.

Restructuring provisions include only the direct expenditures arising from the restructuring.

Our general policy is to record provisions for tax and legal proceedings in which we assess the chances of loss to be probable and we do not record provisions when the chances of loss are possible or remote. We determine the amounts to be provided for as our best estimate of the expenditure required to settle the corresponding claim based, among other factors, on a case-by-case analysis of the facts and the legal opinion of internal and external counsel or by considering the historical average amount of the loss incurred in such type of lawsuits. The definitive date of the outflow of resources embodying economic benefits for the Group depends on each obligation. In certain cases, these obligations have no fixed settlement period and, in other cases, depend on the legal proceedings in progress.

The changes in Provisions for taxes and other legal contingencies and Other provisions are detailed in Note 25.b and mostly relate to the movement of provisions in Brazil and UK.  Main charges to income in 2012 correspond to €573 million derived from labor claims in Brazil and €264 million due to customer remediation provisions in United Kingdom. This increase is more than offset by the use of available provisions, of which €730 million corresponds to labor claims in Brazil and €392 million corresponds to UK customer remediation, and the effect of the exchange differences.

e)

Litigation and other matters

i. Tax-related proceedings

At December 31, 2011, the main tax-related proceedings concerning the Group were as follows:

-

“Mandados de Segurança” filed by Banco Santander (Brasil) S.A. and certain Group companies in Brazil challenging the increase in the rate of Brazilian social contribution tax on net income from 9% to 15% stipulated by Interim Measure 413/2008, ratified by Law 11,727/2008.

-

“Mandados de Segurança” filed by certain Group companies in Brazil claiming their right to pay the Brazilian social contribution tax on net income at a rate of 8% and 10% from 1994 to 1998.

-

“Mandados de Segurança” filed by Banco Santander (Brasil) S.A. and other Group entities claiming their right to pay the Brazilian PIS and COFINS social contributions only on the income from the provision of services. In the case of Banco Santander Brasil, S.A., the “Mandado de Segurança” was declared unwarranted and an appeal was filed at the Federal Regional Court. In September 2007 the Federal Regional Court found in favor of Banco Santander Brasil, S.A., but the Brazilian authorities appealed against the judgment at the Federal Supreme Court. In the case of Banco ABN AMRO Real, S.A. (currently Banco Santander (Brasil) S.A.), in March 2007 the court found in its favor, but the Brazilian authorities appealed against the judgment at the Federal Regional Court, which handed down a decision partly upholding the appeal in September 2009. Banco Santander (Brasil) S.A. filed an appeal at the Federal Supreme Court.

-

Real Leasing, S.A. Arrendamiento Mercantil and Banco Santander (Brasil), S.A. have filed various administrative and legal claims in connection with the deductibility of the provision for doubtful debts

5

for 1995.  The former shareholders of the entity from which the tax authorities have demanded payment agreed to assume the liability in connection with this claim.

-

Banco Santander (Brasil) S.A. and other Group companies in Brazil are involved in several administrative and legal proceedings against various municipalities that demand payment of the Service Tax on certain items of income from transactions not classified as provisions of services.

-

In addition, Banco Santander (Brasil) S.A. and other Group companies in Brazil are involved in several administrative and legal proceedings against the tax authorities in connection with the taxation for social security purposes of certain items which are not considered to be employee remuneration.

-

In December 2008 the Brazil

February 25, 2013

Via E -mail
José Antonio Álvarez
Chief Financial Officer
Banco Santander, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander, S.A.
Form 20 -F for the Fiscal Year Ended December 31, 2011
Filed April 27, 2012
Response dated October 5 , 2012
  File No. 001 -12518

Dear Mr. Álvarez :

We have reviewed your response to our letter dated August 24, 2012 and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when y ou will provide the requested response.  Where we have
requested changes in future filings, please include a draft of your proposed disclosures that
clearly identifies new or revised disclosures.  If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.

Form 20 -F for the Fiscal Year Ended December  31, 2011

Notes to the consolidated financial statements for the year ended December 31, 2011, page F -9
g) Impairment of financial assets, page F -36
i. Definition, page F -36

1. Refer to your response to prior comment 16.  You  indicate  that you may reclassify
transactions as standard when you have collected only a portion of the unpaid
installments.  Please r evise future filings to disclose the circumstances under which you
have collected only a portion of the unpaid installments but yo u have concluded that the
loan should no longer be classified as doubtful.  If significant, quantify the amount of
loans reclassified as standard that still have unpaid installments due.

José Antonio Álvarez
Banco Santander, S.A.
February 25, 2013
Page 2

3. Santander Group, page F -53
xvii. SCUSA, page F -60

2. Refer to  your response to  prior comment 20.  Please tell us the following information
related to your valuation of SCUSA:

 Whether the fair value was determined on a controlling basis; and,
 Whether you incorporated a control premium into the fair value attributed to your
retained 65% interest and if so, how you determined the appropriate level of control
premium to use in light of the fact that you have given up control of the company.

25.  Provisions, page F -114
e) Litigation, page F -124

3. We note your response to  prior comment 21.  Please address the following:

 Your proposed disclosure states that for certain of your litigation provisions, you have
provisioned for the amount of litigation losses that were deemed likely.  Tell us
whether your definition of the ter m “likely”, as used in your proposed disclosure, is
consistent with the term “more likely than not”, as used in paragraph 15 of IAS 37.  If
true, revise your disclosure in future filings to utilize the term as it appears in IAS 37.
 It remains unclear how y ou determine your various classes of provisions.
Specifically, we note your disclosure on page F -123 that you aggregate provisions for
restructuring with provisions for litigation (both tax and non -tax related).  Tell us how
you considered paragraph 87 of  IAS 37 when concluding aggregation of these
provisions as a single class was appropriate.  In this regard, tell us how you concluded
that litigation would, at a minimum, not be a single class of provisions given the
varying nature of these items and the i nability to sufficiently summarize in a single
statement the nature, risk and uncertainties related to them as compared to
restructurings. Alternatively, report these provisions separately.
 To the extent that you conclude that litigation should be its own class of provisions,
or multiple classes of provisions (such as segregating between tax and non -tax
related, or individual proceedings as separate classes), expand your disclosure to link
the information in your roll forward to the narrative disclosures re quired by paragraph
85 of IAS 37 for those classes.

4. Risk Management, page F -185
Debt restructuring and payment agreements, page F -200

4. Refer to your response to the second bullet point of prior comment 24.  Considering the
significance of the reduction  in these assets due to portfolio sales, cash recoveries and
third party subrogations, please revise future filings to separately disclose these items.
To the extent that the third party subrogations are significant, disclose the nature of the

José Antonio Álvarez
Banco Santander, S.A.
February 25, 2013
Page 3

 subrogation s and how successful you are at pursuing payment from these third parties in
the event of a subsequent default.  Similarly, if significant, discuss the nature of any
recourse or representations and warranties issued in connection with the portfolio sales o f
these assets.

5. Refer to your response to prior comment 25 .  Please revise your disclosure in future
filings to address the following:

 Your response to the first bullet indicates that you keep restructured loans under
special watch until their expiry.  C larify in your disclosure whether you track and
monitor restructured loans separately from your non -restructured loan portfolio for
the life of the restructured loan regardless of whether those restructured loans are
performing or non -performing,  or impai red or non -impaired or whether you
discontinue the special monitoring prior to the maturity of the loan.  If the latter is
true, revise your future filings to disclose the facts and circumstances considered
when determining that special monitoring is no lo nger necessary.
 We note your statement in response to the fourth bullet that you segregate these loans
into a separate pool for the purposes of determining the allowance for loan loss.
Revise your disclosure in future filings to state that fact.

6. Refer to your response to prior comment 26 .  Please clarify whether your tabular roll
forward for refinancings includes or excludes the additional restructured loans  of €7,518
million as of December 31, 2011 .  To the extent that  these  restructured loans or any
restructured loans are excluded from the roll forward, revise your disclosure in future
filings to include a roll forward of both performing and non -performing restructured
loans, as previously requested.

7. We note in your response to our prior comme nt 26 that a significant amount of refinanced
loans are non -performing.  Please revise your disclosure in future filings to disclose the
amount of both restructured and refinanced loans that subsequently default or require a
subsequent modification.  To th e extent that a significant amount of loans subsequently
default or require a subsequent modification, disclose the following:

 Discuss why such a significant portion of your renegotiations and refinances appear
unsuccessful, whether you have made changes to your modification programs as a
result, and if so, how.
 Discuss whether you provide any subsequent modifications for renegotiated or
refinanced loans, or whether loans are only allowed to be renegotiated or refinanced
once.  If you provide multiple mo difications, revise to disclose the following:

a. Discuss whether the level of multiple modifications for loans is increasing or
decreasing to give a better sense of the successfulness of your modification
programs.

José Antonio Álvarez
Banco Santander, S.A.
February 25, 2013
Page 4

 b. Discuss how you are timely capturing all  losses inherent in your loan portfolio in
your allowance for loan losses.  For example, discuss how you incorporate re -
defaults on these loans in your probability of default assumptions or discuss any
qualitative adjustments you may make.

c. Property fin ancing provided for construction and property development, page F -203

8. Refer to your response to prior comment 28 .  Please revise your proposed disclosure to
state whether you update LTV ratios prior to a loan becoming doubtful, similar to your
update of m ortgage LTVs  (i.e., a t least once a year ).

55. Other Disclosures, page F -238

9. In future filings, p lease revise your financial statements presented within this Note to
include a total for comprehensive income presented in either a single continuous
statement or in two separate but consecutive statements.

You may contact Staci Shannon, Staff Accountant, at (202) 551 -3374 or Rebekah
Lindse y, Accounting Reviewer, at (202) 551 -3303 if you have questions regarding these
comments.  Please contact me at (2 02) 551 -3872 with any other questions.

      Sincerely,

      /s/ Hugh West

      Hugh West
        Accounting Branch Chief

CORRESP
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filename1.htm

October 5, 2012

VIA EDGAR SUBMISSION

Mr. Hugh West

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re: Banco Santander, S.A.

Form 20-F for the Fiscal Year Ended December 31, 2011

Filed April 27, 2012

Form 6-K filed July 27, 2012

File No. 001-12518

Dear Mr. West:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated August 24, 2012 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) and Form 6-K (the “6-K”) of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below. All references to page numbers in Santander’s responses are to pages in the filed version of the 20-F and 6-K. I have also underlined and italicized our proposed changes to our Form 20-F and to our consolidated financial statements that will be included in future filings and I have struck through the text that will be deleted in future filings.

****************************

Form 20-F for the Fiscal Year Ended December 31, 2011

Item 4. Information on the Company, page 22

B. Business overview, page 37

Latin America, page 41

1. We note your disclosure on page 42 that some variations in your balance sheet data are calculated in the currency of the country that is being described. We also note discussions throughout this section that refer to amounts and percentage changes in income in “local currency.” Based on your disclosure that these amounts eliminate the effect of exchange rates from the local currency to Euros, these measures appear to be non-GAAP measures as defined

1

by Item 10(e) of Regulation S-K. Please revise your future filings to provide a reconciliation of these amounts to your results reported under IFRS.

Response

We acknowledge the Staff’s comment and we will revise our future filings to present the relevant historical financial information in Euros next to any financial information presented in local currency, as appropriate. In addition to presenting the historical financial information next to amounts or percentages in local currency, below please find the proposed disclosure to be included in our future filings regarding the purposes for which management uses local currency measures:

“Management makes use of certain financial measures in local currency to help in the assessment of on-going operating performance. These non-GAAP financial measures include the results of operations of our subsidiary banks located outside the Eurozone, excluding the impact of foreign exchange. We analyze these banks’ performance on a local currency basis to better measure the comparability of results between periods. Because changes in foreign currency exchange rates have a non-operating impact on the results of operations, we believe that evaluating their performance on a local currency basis provides an additional and meaningful assessment of performance to both management and the company’s investors. For a discussion of the accounting principles used in translation of foreign currency-denominated assets and liabilities to euros, see Note 2(a)  of our consolidated financial statements.”

Below is an example of how we will present the financial information relating to our business units in future filings:

“Brazil …Total income rose 11.3% (11.2% in local currency, plus 0.1% due to exchange differences)…”

Assets, page 53

Exposure to sovereign counterparties by credit rating, page 60

2. We acknowledge that you are located within the peripheral Eurozone, and therefore, you have a significant amount of direct risk exposure to that geographical region. We also note your disclosure of direct sovereign and private sector exposure to the peripheral countries of the Eurozone at December 31, 2011 as well as your CDS purchased and sold that you have identified as indirect exposure. Please revise your disclosure in future filings to clarify how you define and identify indirect exposure to risks in the peripheral countries of the Eurozone, and describe the indirect risk exposures that you have identified. Also, address how you are monitoring and/or mitigating the effects of such indirect exposure as it relates to your overall risk management process. Note that we believe indirect exposure could include the following:

·

exposure to other entities that are highly concentrated in the affected areas and to affected counterparties;

·

a slowdown in global economic activity and wider economic contraction in the corporate sector; and

·

the potential for redenomination and devaluation risk and related effects to payment and clearing systems or global exchanges.

Response

We respectfully inform the Staff that we have based the distinction between direct and indirect derivative exposure on guidelines issued by the European Banking Authority. In accordance with this guidance, with respect to both public and private issuers and borrowers, “indirect exposure” as used in the 20-F refers to our exposure to CDSs where the underlying party is located in one of the

2

peripheral countries of the Eurozone. Santander historically has only entered into such CDSs with counterparties that are located outside the Eurozone periphery – mainly counterparties in the US or UK. “Direct exposure” refers to our exposure to derivatives where the counterparty is located in one of the peripheral countries of the Eurozone, irrespective of the location of the underlying party. None of such derivatives are CDSs. In future filings, we will modify the table with the foregoing as shown below:

“Millions of euros

Debt instruments

Derivatives (***)

Balances with

central banks

Financial assets

held for trading

and Other

financial assets at

fair value through

profit or loss

Available-

for-sale

financial

assets

Loans and

receivables

Loans and

advances to

customers

(*)

Direct

exposure

Other than CDSs

Indirect

exposure

(CDSs)

Total on-

balance-sheet

exposure

Contingent

liabilities and

commitments (off-

balance exposure)

Total

exposure

(***) “Other than CDSs” refers to the exposure to derivatives where the counterparty is located in one of the peripheral countries of the Eurozone, irrespective of the location of the underlying party. “CDSs” refers to exposure to CDSs where the underlying party is located in one of the peripheral countries of the Eurozone.”

We respectfully inform the Staff that we do not track exposure to risk factors of the type enumerated by the Staff on an aggregate basis and it would not be possible to quantify exposure to these risk factors. Rather, as part of our risk management process, we consider numerous risk factors applicable to individual borrowers or pools of loans, as applicable, including the factors listed by the Staff above, which may impact our borrowers’ and counterparties’ ability to perform. Such factors are reflected in our internal risk ratings, which are used in the determination of provisions for loan losses. In Item 11 of our Form 20-F we disclose the factors for determining our own internal risk ratings.

Classified Assets, page 62

Allowances for Credit Losses and Country-Risk Requirements, page 67

The process: credit rating and parameter estimation, page 68

3. You disclose that you include a measure of indirect costs in determining the appropriate level of loss given default. Please tell us how you considered paragraph AG84 of IAS 39 when determining that indirect costs of selling the collateral should be included in this measure.

Response

We acknowledge the Staff’s comment and we would like to clarify that our loss given default is determined including the direct costs associated with the collection process but not the indirect costs.

In future filings, we will revise the relevant disclosure as shown below:

“The LGD calculation is based on the analysis of recoveries of past due transactions, considering not only revenues and costs associated with the collection process, but also the moment when these revenues and costs take place and all indirect costs linked to the collecting activity.”

Movements in Allowances for Credit Losses, page 71

4. We note that the net charge-offs against loan loss allowance to average loans ratio for borrowers in Spain has been lower than the same ratio for borrowers outside Spain for the most recent five years. Please revise future filings to disclose the underlying factors that contribute to the lower net charge-offs to average loans ratio in Spain as compared to outside Spain. If the variance results from a difference in charge-off policies in foreign jurisdictions as

3

compared to Spain, revise your disclosure on page 70 to also disclose the policies at your foreign subsidiaries and discuss any impact the different policies have on this ratio.

Response

We respectfully inform the Staff that we do not have different charge-off policies in foreign jurisdictions as compared to Spain. We immediately charge-off non-performing assets that we believe will never be repaid. Otherwise, the Bank of Spain requires that we charge-off non-performing assets four years after they were classified as non-performing. Accordingly, even if an allowance equal to 100% of a non-performing asset has been established, we may maintain that non-performing asset, fully provided for, on our balance sheet for up to four years if we believe, based on objective factors, that it is possible for us to recover any portion of that asset. In addition, we are not allowed under Bank of Spain requirements to perform partial write-offs of impaired loans. When a loan is deemed partially uncollectible, the credit loss is charged against earnings through provisions for loan losses instead of through partial write-offs of the loan.

However, we acknowledge the Staff’s comment and we have provided sample disclosure below regarding the underlying factors that contributed to the lower net charge-offs to average loans ratio in Spain as compared to foreign jurisdictions:

“The net charge-offs against loan loss allowance to average loans ratio is lower in Spain than in foreign jurisdictions primarily due to the different mix of products of our credit portfolio in the various countries in which we operate (our mortgage portfolio is focused in Spain and United Kingdom while in Latin America (including Brazil) the main products are non-collateral loans (credit cards or consumer loans)). In Spain the percentage of loans with collateral (secured by mortgages on finished homes, offices and multi-purpose premises and rural properties or by pledges on monetary deposits, listed equity instruments and debt securities of issuers with high credit ratings) is 58%. The figure outside Spain includes certain countries such as Brazil where this percentage is lower than 10%, which means that the amount of loan write-offs contributed each year by these countries is far higher, since these entities of the Group have fewer possibilities of recovering the loans once they have fallen into arrears.”

5. Additionally, we note that a separate ratio calculated based upon the amounts that you disclose highlights a difference between your foreign and domestic allowance methodologies. Specifically, the allowance for credit losses for borrowers outside Spain (€12.081 billion) covered your gross charge offs outside Spain (€9.632 billion) by 1.25 times as of December 31, 2011; whereas, the allowance for credit losses for borrowers in Spain (€6.907 billion) covered your gross charge offs in Spain (€2.798 billion) by 2.47 times as of December 31, 2011. Please revise future filings to disclose why your allowance coverage of loans outside Spain is roughly half of your coverage of loans in Spain. In your response, clarify the factors that contribute to lower coverage of loans outside Spain, including how your foreign loan types and loan terms differ from your domestic loan types and loan terms, and whether losses emerge on foreign and domestic loan portfolios in differing ways.

Response

We respectfully inform the Staff that we do not use or analyze the ratio described by the Staff in the comment for management purposes, as we do not consider that there is a meaningful relationship between our allowances for credit losses and the amount of charge-offs we perform each year.

Further, we respectfully inform the Staff that we use the ratio of allowances for loan losses to average loans outstanding for management purposes. On page 71 of the 20-F, we disclose the allowance for loan losses in Spain (€6,907 million) and outside of Spain (€12,081 million) and our average loans outstanding in Spain (€217,235 million) and outside Spain (€513,568 million). Considering that information, our coverage of loans in Spain as of December 31, 2011 was 3.1% (2.2% excluding construction and property development), compared to 2.4% outside Spain.

4

Evolution of Impaired Balances, page 75

6. Per your disclosure on page 74, your domestic non-performing loan (NPL) balances increased by €2.866 billion in 2011. Also, we note your disclosure on page 76 that in 2011, NPLs rose in both of the economies most affected by the crisis, namely Spain and Portugal. Please revise your disclosure in future filings to more clearly identify the underlying factors that caused your NPLs to rise in Spain by 23% in 2011, including whether there were certain factors related to your Enterprise loan segment in Spain that contributed to this increase.

Response

We acknowledge the Staff’s comment and in future filings we will enhance our explanations to identify more clearly the underlying factors that affected our non-performing loan balances.

We have provided sample disclosure below regarding the increase in our NPL balances in Spain in 2011:

“NPL balances increased in 2011 by €3,514 million to €32,036 million (an increase of 12.3% as compared to 2010). NPL balances were €28,522 million in 2010, a 16% increase as compared to €24,554 million in 2009. These variations reflect the impact of continued weak economic environments in some markets, mitigated in part by risk management activities. In 2011, NPLs fell at Santander Consumer Finance and Sovereign, but rose in both of the economies most affected by the crisis, namely Spain and Portugal, and, to a lesser extent, in the countries better placed in the economic cycle, such as the UK. In Latin America as a whole, the increase in NPLs tracked lending growth.

“The increase in non-performing loans in Spain in 2011 (+€2,866 million) was due to deteriorating macroeconomic conditions in Spain caused by decreased business activity, a decline in consumption and deterioration in the labor market with unemployment reaching 23%. By segment, this increase was concentrated in the real state sector where the NPL ratio increased to 28.6% at December 31, 2011 from 17% a year earlier. Other sectors also increased their NPL ratio during this period but more moderately. In the case of mortgage loans to individuals it increased to 2.7% (from 2.2% as of December 31, 2010) while for the rest of the loan portfolio (mainly consumer loans and enterprises) it increased to 3.5% (from 3.1% as of December 31, 2010)..”

7. Please revise your tabular disclosure in future filings to separately present gross additions to the balance of impaired loans as well as the balance of loans which remain outstanding but are no longer considered impaired and the balance of loans that have paid off or otherwise refinanced. Discuss the reasons for any material differences between reported periods. We believe this disclosure would more accurately reflect the various drivers behind chan

CORRESP
1
filename1.htm

September 7, 2012

VIA EDGAR SUBMISSION

Mr. Hugh West

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re: Banco Santander, S.A.

       Form 20-F for the Fiscal Year Ended December 31, 2011

       Filed April 27, 2012

       Form 6-K filed July 27, 2012

       File No. 001-12518

Dear Ms. Hayes:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), we acknowledge receipt by Santander of the letter dated August 24, 2012 (the “Comment Letter”) of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission regarding the above referenced Annual Report on Form 20-F and Form 6-K of Santander.

Santander is working to respond to the Comment Letter. However, the Bank has advised us that it will require additional time to consider and respond to the Staff’s comments. Accordingly, on behalf of Santander, we respectfully request an extension of time to respond to the Comment Letter to October 5, 2012.

We are grateful for the Staff’s accommodation in this matter. Please do not hesitate to call me at (212) 450-4950 with any questions you may have.

Very truly yours,

/s/ Nicholas A. Kronfeld

Nicholas A. Kronfeld

cc:

José Antonio Álvarez

August 24, 2012

Via E -mail
José Antonio Álvarez
Chief Financial Officer
Banco Santander, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2011
Filed April 27, 2012
Form 6 -K filed July 27, 2012
  File No. 001 -12518

Dear Mr. Álvarez :

 We have reviewed your filings and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filings, by
providing the requested information, or by advising u s when you will provide the requested
response.   Where we have requested changes in future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosures.  If you do not believe our
comments apply to your fa cts and circumstances or do not believe an amendment is appropriate,
please tell us why in your response.

After reviewing any amendment to your filings and the information you provide in
response to these comments, including the draft of your proposed di sclosures, we may have
additional comments.

Form 20 -F for the Fiscal Year Ended December 31, 2011

Item 4.  Information on the Company, page 22
B. Business overview , page 37
Latin America, page 41

1. We note your disclosure on page 42 that some v ariations in your balance sheet data are
calculated in the currency of the country that is being described.  We also note
discussions throughout this section that refer to amounts and percentage changes in
income in “local currency.”  Based on your disclos ure that these amounts eliminate the

José Antonio Álvarez
Banco Santander, S.A.
August 2 4, 2012
Page 2

 effect of exchange rates from the local currency to Euros, these measures appear to be
non-GAAP measures as defined by Item 10(e) of Regulation S -K.  Please revise your
future filings to provide a reconciliation of thes e amounts to your results reported under
IFRS.

Assets, page 53
Exposure to sovereign counterparties by credit rating, page 60

2. We acknowledge that you are located within the peripheral Eurozone, and therefore, you
have a significant amount of direct risk exposure to that geographical region.   We also
note your disclosure of direct sovereign and private sector exposure to the perip heral
countries of the Eurozone at December 31, 2011 as well as your CDS purchased and sold
that you have identified as indirect exposure.   Please revise  your disclosure in future
filings to clarify how you define and identify indirect exposure to risks in  the peripheral
countries of the Eurozone, and describe the indirect risk exposures that you have
identified.   Also, address how you are monitoring and/or mitigating the effects of such
indirect exposure as it relates to your overall risk management proces s.  Note that we
believe indirect exposure could include the following:

 exposure to other entities that are highly concentrated in the affected areas and to
affected counterparties;
 a slowdown in global economic activity and wider economic contraction in the
corporate sector; and
 the potential for redenomination and devaluation risk and related effects to payment
and clearing systems or global exchanges.

Classified Assets, page 62
Allowances for Credit Losses and Country -Risk Requirements, page 67
The pro cess: credit rating and parameter estimation, page 68

3. You disclose that you include a measure of indirect costs in determining the appropriate
level of loss given default.  Please tell us how you considered paragraph AG84 of IAS 39
when determining that i ndirect costs of selling the collateral should be included in this
measure.

Movements in Allowances for Credit Losses, page 71

4. We note that the net charge -offs against loan loss allowance to average loans ratio for
borrowers in Spain has been lower than the same ratio for borrowers outside Spain for the
most recent five years.  Please revise future filings to disclose  the underlying factors that
contribute to the lower net charge -offs to average loans ratio in Spain as compared to
outside Spain.  If the v ariance results from a difference in charge -off policies in foreign
jurisdictions as compared to Spain, revise your disclosure on page 70 to also disclose the

José Antonio Álvarez
Banco Santander, S.A.
August 2 4, 2012
Page 3

 policies at your foreign subsidiaries and discuss any impact the different policies have on
this ratio .

5. Additionally, we note that a separate ratio calculated based upon the amounts that you
disclose highlights a difference between your foreign and domestic allowance
methodologies.  Specifically, the a llowance for credit losses for borrowers outside Spain
(€12.081 billion) covered your gross charge offs outside Spain (€9.632 billion) by 1.25
times as of December 31, 2011 ; whereas, the a llowance for credit losses for borrowers in
Spain (€6.907 billion) covered your gross charge offs in Spain (€ 2.798  billion) by 2.47
times as of December 31, 2011.  Please revise future filings to disclose why your
allowance  coverage of loans outside Spain is roughly half of your coverage of loans in
Spain.  In your response, clarify the factors that contribute to  lower coverage of loans
outside Spain, including how your foreign loan types and loan terms differ from your
domestic  loan types and loan terms, and whether losses emerge on foreign and domestic
loan portfolios in differing ways.

Evolution of Impaired Ba lances, page 75

6. Per your disclosure on page 74, your domestic non -performing loan (NPL) balances
increased by €2.866 billion in 2011.  Also , we note your disclosure on page 76 that i n
2011, NPLs rose in both of the economies most affected by the crisis, namely Spain and
Portugal.   Please revise your disclosure in future filings to more clearly identify the
underlying factors that caused your NPLs to rise in Spain by 23% in 2011, including
whether there were certain factors related to your Enterprise loan segment in Spain that
contributed to this increase.

7. Please revise your tabular disclosure in future filings to separately present gross additions
to the balance of impaired loans as well as the balance of loans which remain outstanding
but are no longer c onsidered impaired and the balance of loans that have paid off or
otherwise refinanced.  Discuss the reasons for any material differences between reported
periods.  We believe this disclosure would more accurately reflect the various drivers
behind changes  in the levels of impaired loans in addition to the other categories
presented.

Foreclosed Assets, page 79

8. In regards to your foreclosed assets, we noted the following disclosures:

 You disclose that at December 31, 2011, the net balance of assets , both foreclosed
and acquired in payment of customer’s debts, amounted to €4,274 million , net of an
allowance of €4,278 million.  Therefore, it appears that the gross balance of these
assets was €8,552 million at December 31, 2011 .
 In the tabular disclosure on t his page, the gross  closing balance  of foreclosed assets
was €5,453 million ( €3,770 million net of allowances).

José Antonio Álvarez
Banco Santander, S.A.
August 2 4, 2012
Page 4

  On page 21 of Form 6 -K filed April 30, 2012, you disclose that t he gross balance of
foreclosures  at December 31, 2011  was €8,590  million .

Please reconcile these disclosures and explain how the amounts reported relate to each
other.  Also, revise your future filings to provide a separate roll -forward of assets
received in satisfaction of a customer’s debts and clearly disclose the amount of t hese
assets in Spain and outside of Spain for each period presented.

Item 5. Operating and Financial Review and prospects, page 100
Critical Accounting Policies, page 100
Impairment, page 104

9. You disclose on page 105 that as of December 31, 2010, none of your other cash -
generating units with significant goodwill had a recoverable amount below or near its
carrying amount. Given that you recorded an impairment charge of €660 million related
to the goodwill of your subsidiaries in Portugal in 2011, it is not clear what you mean by
“near” in your disclosure.  Please clarify what you mean by the term “near,” and revise
your future filings to provide the following information for each cash generating unit that
is at risk of impairment:

 Disclose t he percentag e by which the fair value of your cash generating units
exceeded carrying value as of the date of the most recent test.
 Disclose the amount of goodwill allocated to each cash generating unit.
 Provide a more detailed description of potential events and/or c hanges in
circumstances that could reasonably be expected to negatively affect the key
assumptions.

Clarify how you determine the carrying value of your cash generating units  for the
purposes of determining whether goodwill is impaired.  For example, clar ify whether you
allocate specific assets and liabilities, use the economic capital assigned to the cash
generating units  as a proxy for the carrying value or use some other basis for allocation.
If you use a systematic basis for allocation, discuss this m ethodology and quantify  and
discuss the reasons for any unallocated amounts .

10. Your disclosure on page F -45 indicates that your cash generating units represent your
geographical and/or business segments.  You provide various disclosures throughout your
filing that indicate you monitor and record goodwill internally on a more granular  basis.
For example, your disclosure on page F -56 indicates  that you have a “Santander
Consumer Holding GmbH cash -generating unit”, on page F -101 you provide disclosure
of goodwill balances at various subsidiaries , and on page F -102 you disclose that you
recorded goodwill impairment on your subsidiaries in Portugal, which appears to be a
subset of your Continental Europe segment.  Please revise future filings to reconcile these

José Antonio Álvarez
Banco Santander, S.A.
August 2 4, 2012
Page 5

 disclosures , and clearly disclose how you concluded that your business segme nts
constitute the lowest level at which cash flows are generated independently of other cash
flows.

A. Operating Results, page 107
Results of Operations by Business Areas, page 120
Corporate Activities, page 128

11. We note that you recorded the impairmen t on assets related to real estate charges in Spain
in the Corporate Activities segment for the year ended December 31, 2011 and also for
the six month period ended June 30, 2012 , as discussed  in your Form 6 -K filed July 27,
2012.  As these activities appe ar to relate to your business in Spain and would be directly
relevant to the business operations reported for your Continental Europe segment, please
tell us and revise future filings to disclose the reasons for including these charges in the
Corporate Act ivities segment .  Also, tell us if your assessment of whether goodwill is
impaired would change if you did include these charges within the Continental Europe
segment at either reporting period.

F. Tabular disclosure of contractual obligations, page 142

12. We note that your table of contractual obligations appear s to exclude the related interest
expense on your  marketable debt securities, subordinated debt, and interest -bearing
deposits.   To promote transparency of your total contractual obligations, p lease revise
these tables in future filings to include  the following disclosures:

 Disclose the estimated interest payments on your long -term debt and interest -bearing
deposits and any assumptions you made to derive these amounts.
 We note in your correspondenc e dated October 28, 2011 that you are unable to
include payments related to interest rate  derivatives in your disclosure .  Revise future
filings to provide disclosure similar to your response , and provide quantification of
the amount of your long -term debt  covered by these derivatives.
 Finally, to the extent that you have excluded certain types of interest payments from
the table, such as for variable rate debt, provide quantification of the amount of long -
term obligations that have these types of interest  rates and thus , have been excluded
from the table.

G. Other Disclosures, page 143
Declines in Collateral Value, page 144

13. You disclose that d eclines in collateral value are not relevant in your portfolio given that
Spanish residential mortgages with LTV s up to  80% amount to only approximately 2% of
your total lending as of December 31, 2011.   Your disclosure seems to indicate that
having fewer loans with relatively low LTVs (i.e., less than  80%) means that declines in
collateral values are not relevant.  Please tell us why you believe that is the case.

José Antonio Álvarez
Banco Santander, S.A.
August 2 4, 2012
Page 6

 Alternatively, tell us whether you mean that Spanish residential mortgages with LTVs in
excess of  80% amount to only 2% of your loan portfolio, given that higher LTVs increase
the risk of adverse effects on  residential mortgages due to declining collateral values.  If
the latter is true, revise your disclosure as appropriate.

Notes to the consolidated financial statements for the year ended December 31, 2011, page F -9
2. Accounting policies and measurement bases, page F -18
v. Classification of financial liabilities for presentation purposes, page F -26

14. We note your disclosure that o ther financial liabilities  include  the amount of payment
obligations having the nature of financial liabilities not included in other items, as well as
liabilities under financial guarantee contracts, unless they have been classified as
doubtful.   Please describe the situations where you would have a liability under a
financial guarantee contract that is classified as doubtful, and describe how and why you
classify these liabilities differently.  As part of your response, describe how you account
for these liabilities, and quantify the amounts classified in this manner for each period
presented.

d) Measurement of financial assets and liabilities…, page F -27
iii. Valuation techniques, page F -29

15. Please address the following in future filings relate d to your tabular disclosures on page
F-33:

 Revise your disclosure of level 2 and level 3 assets to provide the balances of each
class of financial assets and liabilities for each level disclosed.  Refer to paragraph 26
of IFRS 7.
 Your disclosure on page F-33 identifies “observable market d ata” as the inputs for
certain of your financial instruments valued using a present value technique.  Refer to
paragraph 27 of IFRS 7 , and revise to more clearly identify the assumptions applied
in determining fair value s of each class of financial assets or financial liabilities.

g) Impairment of financial assets, page F -36
i. Definition, page F -36

16. We note your disclosure on page 103 that a loan is considered to be impaired when
principal or interest becomes 90 days or  more past due.  Please revise your future filings
to disclose the factors considered when removing a loan from impaired classification to a
non-impaired classification.  For example, discuss whether you remove the loan from the
impaired classification whe n a borrower becomes less than 90 days past due, after
demonstrating a satisfactory repayment history, etc.

José Antonio Álvarez
Banco Santander, S.A.
August 2 4, 2012
Page 7

 ii. Debt instruments carried at amortized cost, page F -37

17. Please revise your future filings to disclose that there is no “material” difference in the
calculation of allowances for loan losses between the provision that you calculate
according to Bank of Spain regulation and in accordance with the internal models that
comply with IFRS -IASB, if true.

l) Accounting for leases, page F -43
Finance leases, page F -43

18. We note your disclosure that when consolidated entities act as lessors of

April 23, 2012
 Via E-mail

José Antonio Álvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid, Spain
Re: Banco Santander, S.A.
Form 20-F for Fiscal Year Ended December 31, 2010 Filed June 6, 2011
  File No. 001-12518

Dear Mr. Álvarez:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

      S i n c e r e l y ,

      /s/ Kevin W. Vaughn        Kevin W. Vaughn
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

April 11, 2012

Mr. Kevin W. Vaughn

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re: Banco Santander, S.A.

Form 20-F for Fiscal Year Ended December 31, 2010

Filed June 6, 2011

Form 6-K Furnished October 31, 2011

Form 6-K Furnished February 7, 2012

File No. 001-12518

Dear Mr. Vaughn:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated March 28, 2012 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) and Form 6-Ks of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below. All references to page numbers in Santander’s responses are to pages in the filed version of the 20-F and 6-Ks. I have also underlined and italicized our proposed changes to our Form 20-F and to our consolidated financial statements that will be included in future filings and I have struck through the text that will be deleted in future filings.

****************************

Risk Factors, page 13

1. As a public company, your auditor is required by law to undergo regular Public Company Accounting Oversight Board (PCAOB) inspections to assess its compliance with U.S. law and professional standards in connection with its audits of financial statements filed with the SEC. The PCAOB, however, is currently unable to inspect the audit work and practices of your auditor (see

http://pcaobus.org/International/Inspections/Pages/IssuerClientsWithoutAccessList.aspx).

As a result of this obstacle, investors in U.S. markets who rely on your auditor’s audit reports are deprived of the benefits of PCAOB inspections of auditors. Therefore, please state this fact under a separate risk factor heading. Explain that this lack of inspection prevents the PCAOB from regularly evaluating your auditor’s audits and its quality control procedures.

We acknowledge the Staff’s comment and we present below the proposed disclosure to be included in our future filings until the PCAOB is able to inspect the work of auditors in Spain:

“The lack of PCAOB inspections to our auditor in Spain may reduce the confidence in our reported financial information.

Our auditor, Deloitte, S.L., as auditor of companies, including the Bank, that are traded publicly in the United States and a firm registered with the US Public Company Accounting Oversight Board (United States) (“the “PCAOB”), is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and applicable United States professional standards.

Because our auditor is located in Spain, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Spanish authorities, our auditor is not currently inspected by the PCAOB. Inspections of other firms that the PCAOB has conducted outside Spain have identified deficiencies in those firms’ audit procedures and quality control procedures.  This lack of PCAOB inspections in Spain prevents the PCAOB from evaluating our auditor's audit and quality control procedures and deprives investors in our securities and those of other Spanish companies of the potential benefits of such inspections.”

Credit, market and liquidity risks may have an adverse effect on our credit ratings…, page 20

2. Refer to your response to prior comment one where you state that an additional downgrade of Santander UK’s long-term senior debt ratings would lower Santander UK’s credit ratings below the minimum allowed by certain of its derivative and other financial contracts and could require that such counterparty contracts be renegotiated. We acknowledge your statement that the impact of any such downgrade cannot be accurately predicted; however, we believe it would be useful to disclose the amount of derivative and other financial contracts that are at risk of being renegotiated in the event of an additional downgrade of Santander UK’s credit ratings below the minimum allowed by such contracts. Please revise your disclosure in future filings to quantify the amount of such derivative and financial contracts that will be at risk of being renegotiated in the event of an additional downgrade.

We acknowledge the Staff’s comment and we present below the revised proposed disclosure to be included in our future filings:

“The derivative and financial contracts that would be at risk of renegotiation as a result of a one-notch downgrade of Santander UK's long-term credit rating primarily are basis swaps with a consolidated special purpose entity used in Santander UK's covered bond programme. The aggregate notional amount of these swaps as at December 31, 2011 was approximately £40 billion. The derivative and financial contracts that  would be at risk of renegotiation as a result of a two -notch downgrade of Santander UK's long-term credit rating primarily are basis swaps and currency swaps with consolidated special purposes entities used in Santander UK's Residential Mortgage Backed Securities (“RMBS”) and covered bond programmes. The aggregate notional amount of these swaps as at December 31, 2011 was approximately £83 billion (in addition to the £40 billion notional amount of swaps that would be at risk of renegotiation as a result of a one-notch downgrade). Santander UK would also be required to take action in relation to the bank account arrangements with the consolidated special purposes entities under these programmes. Such accounts are currently held by Santander UK. The action required could involve obtaining guarantees, transferring the accounts to another bank or re-negotiating the account bank agreement.”

Form 6-K Furnished on October 31, 2011

3. Refer to your response to prior comment ten, and please clarify the following in your response:

·

The strategic, financial and operating decisions that require a majority vote and those decisions that require a unanimous decision.

·

Whether each shareholder contributes a one-third vote, and if so, why the transaction was structured in this fashion given the varying degrees of ownership percentages.

·

Whether board representation is equal among each of the three shareholders.

·

How you accounted for the put option where Auto Finance Holdings and DDFS will be entitled to sell to you their ownership interests in the share capital of SCUSA at market value on the fourth, fifth and seventh anniversaries of completion of the transaction, unless a public offering of SCUSA shares has taken place prior to those dates. In your response, reference the accounting literature you applied for recognition, measurement, and valuation of the put option.

·

How you accounted for the put option in the event of a situation of impasse in relation to any of the matters subject to joint approval by the general meeting or the board of directors of SCUSA. In your response, reference the accounting literature you applied for recognition, measurement, and valuation of the put option.

·

The circumstances that would trigger a situation of impasse.

·

Whether there are restrictions on the sale of shares by Auto Finance Holdings or DDFS. If the entities have agreed not to sell the shares for a certain period of time, clarify how long this period is.

·

To the extent the other shareholders can sell their shares in SCUSA in the future, please clarify how this affects the voting rights allocated to each shareholder and tell us how the sale of any of their shares affects your consolidation conclusions.

·

Additionally, please clarify if they are required to sell the shares back to you prior to selling them to someone else.

In order to facilitate the understanding of the response, we present first a summary of main ideas that are relevant to the Staff’s comments and then develop each point in more detail.

•              Power to control – decision taking

As agreed by contract, all material strategic, financial and operating decisions within Santander Consumer USA Inc. (“SCUSA” or the “Company”) are considered Board Reserved Matters (as defined and discussed in more detail below) and require the affirmative vote of a majority of the directors nominated by Santander Holdings USA, Inc. (“SHUSA”) and the affirmative vote of a majority of the directors nominated by the other shareholders, who act and vote collectively as a group. This governance structure creates a unanimous decision making process among the shareholders for all material strategic, financial and operating decisions.

•              Reasons for structuring transaction such way notwithstanding the shareholders’ varying ownership percentages

Santander Group (the “Group”) wanted the private equity investors to actively participate in the control of the Company because the growth plans for the Company cover areas in which the Group has limited or no expertise in the U.S. markets. A joint control agreement was considered suitable to achieve this goal.

•              Accounting consideration of IPO Put Option

The IPO Put Options are not currently exercisable and do not currently give the Group the right to acquire shares held by the other shareholders, and thereby obtain control of the Company.  In addition, because SCUSA is accounted for as an equity method joint venture and not a consolidated subsidiary of the Group, such put option does not constitute a liability over own equity for the Group but a derivative that is recorded at its fair value with corresponding changes in profit and loss. Given that its exercise price is the fair value at the exercise date, the valuation of such put option is not currently significant.

•              Accounting consideration of Deadlock Put/Call Options

The objective of the Deadlock put/call option provision is to provide for an exit mechanism in those rare circumstances when reaching agreement on a critical matter (defined as those that will likely cause the Company or any significant subsidiary to default on any material obligation or cease to continue as a going concern) becomes impossible.

The Deadlock options meet the definition of a contingent derivative and given their nature and the fact that the strike prices would always be out of the money due to the premium/discount over fair value, they have no monetary value for any of the parties and therefore there will be no accounting effect in the consolidated financial statements of the Group until the option is exercised, if ever.

•              Restrictions on transfer (lock up period)

Consistent with common business practice for joint venture arrangements and the business objectives of SCUSA, the shareholders’ are subject to transfer restrictions.

We concluded that such transfer restrictions do not have any accounting consequences for any of the shareholders.

After the expiration of the applicable transfer restrictions, transfers by the shareholders of all or a portion of their shares could cause the joint control provisions of the Shareholders Agreement (as defined below) to terminate if certain ownership percentages are not maintained. Only at such time will an analysis of the accounting consequences, if any, be made.

As mentioned above, we develop in more detail our response to each of the Staff’s comments:

·

The strategic, financial and operating decisions that require a majority vote and those decisions that require a unanimous decision.

·

Whether each shareholder contributes a one-third vote, and if so, why the transaction was structured in this fashion given the varying degrees of ownership percentages.

·

Whether board representation is equal among each of the three shareholders.

A summary of the relevant agreements relating to the representation and voting rights of each of the shareholder parties and the governance of SCUSA with respect to material strategic, financial and operating decisions is as follows. Matters defined as Board Reserved Matters and Shareholders’ Reserved Matters require the unanimous decision (see explanation below) of the parties of the agreement. Following this summary of relevant agreements, we provide an explanation of how we concluded our assessment of these provisions in our consolidation analysis and why the transaction was structured in this manner.

·

Board of Directors

-

Composition of the Board of Directors

SCUSA’s board of directors consists of twelve members.

SHUSA has the right to appoint seven directors (the “SHUSA Directors”) and Sponsor Auto Finance Holdings Series LP (“Auto Finance Holdings”)1 and DDFS LLC (“DDFS”), acting collectively as a group, (the “Acquirer Group” and, together with SHUSA, the “Shareholders”) have the right to appoint five directors (the “Acquirer Group Directors”).

-

Quorum, Voting and Board Reserved Matters

At all meetings of the board of directors, the presence of a majority of directors then in office constitutes a quorum for the transaction of business; provided, however, that the presence of a majority of directors then in office, including at least three Acquirer Group Directors, constitutes a quorum for purposes of voting on any Board Reserved Matter (as defined below) at any meeting of the board of directors.

Except as otherwise provided by law, the articles of incorporation, or the bylaws, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors. At all the meetings of the board of directors, each director shall have one vote.

With respect to material strategic, financial and operating matters (the “Board Reserved Matters”), the affirmative vote of at least four SHUSA Directors and three Acquirer Group Directors is required. Board Reserved Matters include:***

1 Auto Finance Holdings is jointly owned by, among others, investment funds affiliated with Warburg Pincus LLC, Kohlberg Kravis Roberts & Co. L.P. and Centerbridge Partners L.P.

*** Indicates omission of material, which has separately been filed, pursuant to a request for confidential treatment.

·

Shareholders’ Meetings

-

Quorum, Voting and Shareholders Reserved Matters

At all shareholder meetings, the presence in person or by proxy of shareholders of record holding a majority of the total number of shares of the Company then issued and outstanding and entitled to vote constitutes a quorum for the transaction of business.

Except as otherwise provided by law, the articles of incorporation or the bylaws, the vote of a majority of votes cast at a meeting of shareholders is required to authorize any action. Each share of common stock of the Company is entitled to one vote.

With respect to certain matters (the “Shareholder Reserved Matters”), the affirmative vote of 100% of the shares held by the Shareholders is required. Shareholder Reserved Matters include:

(i) Commencement of any proceeding for the voluntary dissolution, winding up or bankruptcy of the Company.

(ii) Any non-pro rata reduction to the share capital of the Company, except as required by law.

(iii) Certain amendments to the articles of incorporation or by-laws of the Company, including amendments to the shareholder approval requirements for Shareholder Reserved Matters.

(iv) Any appointment to the board of directors contrary to the provisions regarding appointment of directors set forth in the Company’s bylaws or Shareholders Agreement.

(v) Any merger, amalgamation or consolidation of the Company with any other entity or the spinoff of a substantial portion of the business of the Company.

(vi) The disposition of all or substantially all of the assets of the Compa

March 28, 2012
 Via E-mail

José Antonio Álvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid, Spain
Re: Banco Santander, S.A.
Form 20-F for Fiscal Year Ended December 31, 2010 Filed June 6, 2011 Form 6-K Furnished on October 31, 2011 Form 6-K Furnished February 7, 2012
  File No. 001-12518

Dear Mr. Álvarez:
 We have reviewed your response date d March 12, 2012 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  Where we have requested changes in future filings, please incl ude a draft of your proposed disclosures that
clearly identifies new or revise d disclosures.  If you do not be lieve our comments apply to your
facts and circumstances, please te ll us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            Form 20-F for the Fiscal Year Ended December 31, 2010

 Risk Factors, page 13

 1. As a public company, your auditor is require d by law to undergo regular Public Company
Accounting Oversight Board (PCAOB) inspectio ns to assess its compliance with U.S.
law and professional standards in connection with  its audits of financial statements filed
with the SEC.  The PCAOB, however, is curr ently unable to inspect the audit work and
practices of your auditor (see http://pcaobus.org/Internati onal/Inspections/Pages/Issue rClientsWithoutAccessList.aspx
).
As a result of this obstacle, investors in U.S. markets who rely on your auditor’s audit

José Antonio Álvarez Banco Santander, S.A. March 28, 2012 Page 2

 reports are deprived of the benefits of PCAOB inspections of auditors.  Therefore, please
state this fact under a separate risk factor he ading.  Explain that this lack of inspection
prevents the PCAOB from regul arly evaluating your audito r’s audits and its quality
control procedures.
 Credit, market and liquidity risks may have an  adverse effect on our credit ratings…, page 20

 2. Refer to your response to prior comment one where you state th at an additional
downgrade of Santander UK’s long-term senior  debt ratings would lower Santander UK’s
credit ratings below the minimum allowed by ce rtain of its derivative and other financial
contracts and could require that such counterparty cont racts be renegotiated.  We
acknowledge your statement that the impact of any such downgrade cannot be accurately predicted; however, we believe it would be us eful to disclose the amount of derivative
and other financial contracts th at are at risk of being rene gotiated in the event of an
additional downgrade of Santander UK’s cr edit ratings below the minimum allowed by
such contracts.  Please revise your disclosure  in future filings to quantify the amount of
such derivative and financial c ontracts that will be  at risk of being renegotiated in the
event of an additional downgrade.
 Form 6-K Furnished on October 31, 2011

3. Refer to your response to prior comment te n, and please clarify the following in your
response:
 The strategic, financial and operating decisions that requir e a majority vote and those
decisions that require a unanimous decision.
 Whether each shareholder contributes a one-thi rd vote, and if so, why the transaction
was structured in this fashion given the varying degrees of ownership percentages.
 Whether board representation is equal among each of the three shareholders.
 How you accounted for the put option where Auto Finance Holdings and DDFS will
be entitled to sell to you th eir ownership interests in th e share capital of SCUSA at
market value on the fourth, fifth and seve nth anniversaries of completion of the
transaction, unless a public o ffering of SCUSA shares has taken place prior to those
dates.   In your response, reference the accounting literature you applied for recognition, measurement, and va luation of th e put option.
 How you accounted for the put option in the even t of a situation of impasse in relation
to any of the matters subject to joint appr oval by the general meeting or the board of
directors of SCUSA.  In your respon se, reference the accounting literature you
applied for recognition, measurement, and valuation of the put option.
 The circumstances that would tr igger a situation of impasse.
 Whether there are restrictions on the sale of shares by Auto Finance Holdings or
DDFS.  If the entities have agreed not to se ll the shares for a certain period of time,
clarify how long this period is.

José Antonio Álvarez Banco Santander, S.A. March 28, 2012 Page 3

  To the extent the other shareholders can se ll their shares in SCUSA in the future,
please clarify how this affect s the voting rights allocated to each shareholder and tell
us how the sale of any of their shares  affects your consolid ation conclusions.
Additionally, please clarif y if they are required to sell th e shares back to you prior to
selling them to someone else.

Form 6-K Furnished February 7, 2012

 4. Refer to your response to prior comments 13 and 14.  Your proposed disclosure states
that you will continue to appl y your current procedure with re gard to Spanish regulatory
requirements related to the loan provision.  Please revise your pr oposed disclosure to
clarify that your procedure also includes an  assessment of the valuation of foreclosed
assets in addition to the loan provision to ascertain whether the difference between such
valuation pursuant to IFRS as issued by the IASB and the provisions required by the
Bank of Spain is material and requires adjustment.
 5. We acknowledge your response to prior comments 13 and 14 that indicate it is not
possible to estimate the provisions that will ha ve to be recognized in the consolidated
IFRS book at December 31, 2012.  However, we  note in the Chairman’s letter to
shareholders in your 2011 Annual Report, your Chairman indicates that the requirements
recently approved by the government and the Bank of Spain to raise coverage of bad property loans in Spain will require EUR 2,300 million of provisions, over and above
those made ahead of time against 2011’s earnings and that these provisions will be fully charged in 2012.  This statement appears to  indicate that you ma y have recorded the
additional provisions related to  real estate discussed in your response to prior comment
12 in anticipation of these new requirement s, which appears inconsistent with the
information provided in your response.  Pleas e confirm that your disclosure in future
filings will balance any similar discussions on this matter.  Please also, clearly describe
the differences between the regul atory capital charges that will be required in accordance
with the Bank of Spain and the possibility  that those capital charges taken through
provisions to the income statement could be different when applying IFRS as issued by
the IASB.

You may contact Staci Shannon, Staff Acc ountant, at (202) 551-3374 or Rebekah
Lindsey, Accounting Reviewer, at (202) 551-3303 if you have questions regarding comments on
the financial statements and related matters.  Pl ease contact me at (202) 551-3494 with any other
questions.
      S i n c e r e l y ,
       /s/ Kevin W. Vaughn        Kevin W. Vaughn
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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filename1.htm

March 12, 2012

Ms. Suzanne Hayes

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re: Banco Santander, S.A.

Form 20-F for Fiscal Year Ended December 31, 2010

Filed June 6, 2011

Form 6-K Furnished October 31, 2011

Form 6-K Furnished January 31, 2012

Form 6-K Furnished February 7, 2012

File No. 001-12518

Dear Ms. Hayes:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated February 10, 2012 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) and Form 6-Ks of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below.  All references to page numbers in Santander’s responses are to pages in the filed version of the 20-F and 6-Ks. I have also underlined and italicized our proposed changes to our Form 20-F and to our consolidated financial statements that will be included in future filings and I have struck through the text that will be deleted in future filings.

****************************

Form 20-F for Fiscal Year Ended December 31, 2010

Risk Factors, page 13

Credit, market and liquidity risks may have an adverse effect on our credit ratings…, page 20

1. We note your response to prior comment four and reissue the comment in part. Please expand your risk factor to quantify, absent other changes, the effect that a one- and two-notch downgrade would have on your collateral obligations under your derivative contracts. If you believe that you are unable to quantify what those collateral obligations would be, please expand your disclosure in this risk factor to explain in detail why you are unable to quantify such obligations.

We have sought to address the Staff's comment and indicate below our proposed disclosure. In future filings we will add further disclosure on the effect on our derivatives contracts of recent downgrades, including quantification of the effect on our collateral obligations under those contracts. In addition, our proposed disclosure provides a qualitative explanation of the impact of future downgrades.  As the Group conducts substantially all of its material derivative activities through Banco Santander S.A. and Santander UK, our disclosure is focused on those entities. We explain in detail the impact of further downgrades of Banco Santander S.A. and Santander UK's credit ratings which cannot be reliably quantified because, as described in further detail in our proposed disclosure, the impact of any downgrade would largely depend on the response of Banco Santander, Santander UK and the counterparties to such derivative contracts and could involve any combination of posting additional collateral, providing guarantees, closing out positions, renegotiating terms and assignment of contracts.

1

“Credit, market and liquidity risks may have an adverse effect on our credit ratings and our cost of funds. Any reduction in our credit rating would likely increase our cost of funding, require us to post additional collateral or take other actions under some of our derivative contracts and adversely affect our interest margins and results of operations.

Credit ratings affect the cost and other terms upon which we are able to obtain funding.  Rating agencies regularly evaluate us and their ratings of our long-term debt are based on a number of factors, including our financial strength as well as conditions affecting the financial services industry generally.

Any downgrade in our ratings would likely increase our borrowing costs, and require us to post additional collateral or take other actions under some of our derivative contracts, and could limit our access to capital markets and adversely affect our commercial business. For example, a ratings downgrade could adversely affect our ability to sell or market certain of our products, such as subordinated securities, engage in certain longer-term and derivatives transactions and retain our customers, particularly customers who need a minimum rating threshold in order to invest. This, in turn, could reduce our liquidity and have an adverse effect on our operating results and financial condition. Under the terms of certain of our derivative contracts, we may be required to maintain a minimum credit rating or terminate such contracts.

Banco Santander S.A.’s long-term debt is currently rated investment grade by the major rating agencies Aa3 by Moody’s Investors Service España, S.A., A+ by Standard & Poor’s Ratings Services and A by Fitch Ratings Ltd. all of which have a negative outlook due to the difficult economic environment in Spain. All three agencies downgraded Banco Santander S.A.’s rating in October 2011 and February 2012 together with that of the other main Spanish banks, due to the tougher-than-previously-anticipated macroeconomic and financial environment in Spain with dimming growth prospects in the near term, depressed real estate market activity and heightened turbulence in the capital markets. Santander UK’s long-term debt is currently rated investment grade by the major rating agencies A1 with outlook under review by Moody’s Investors Service, A+ with negative outlook by Standard & Poor’s Ratings Services and A+ with stable outlook by Fitch Ratings. Standard & Poor’s Ratings Services downgraded Santander UK’s rating in February 2012 from AA- to A+ with negative outlook, following their downgrading of Banco Santander S.A. because the rating for both entities is equalised under Standard & Poor’s rating criteria of ‘core subsidiaries’ .

The Group conducts substantially all of its material derivative activities through Banco Santander S.A. and Santander UK. Following the credit rating downgrades described above, Banco Santander S.A. posted a total of approximately €250 million of additional collateral pursuant to derivative and other financial contracts while the impact on Santander UK was not significant. Under the terms of certain derivative and other financial contracts, in the event of a further downgrade of Banco Santander S.A.’s or a downgrade of Santander UK’s long-term debt rating, counterparties to those agreements may require Banco Santander S.A. or Santander UK, as appropriate, to provide additional collateral, terminate these contracts or provide other remedies.

If the rating agencies were to downgrade their long-term senior debt ratings for Banco Santander S.A. by one or two incremental notches, we expect that the amount of additional collateral we would post would likely be line with the collateral posted in response to Banco Santander S.A.’s most recent downgrades. An additional downgrade of Santander UK’s long-term senior debt ratings would lower Santander UK’s credit ratings below the minimum allowed by certain of its derivative and other financial contracts and could require that such counterparty contracts be renegotiated. The impact of any such downgrade cannot be accurately predicted as the impact would largely depend on the response of Santander UK, the Group and the respective counterparties. For example, as a result of the renegotiations, Santander UK could be required to cancel derivative contracts, post additional collateral, sell its position to another party that holds the required minimum credit ratings and/or provide a guarantee from an entity that holds the required minimum credit ratings, among others. It is not possible to know in advance what actions Santander UK, the Group and the respective counterparties would undertake in the event of a further downgrade of Santander UK’s credit ratings. We expect that any such downgrade would have a material adverse effect on the Group’s financial condition and results of operations, significantly larger than the impact of the downgrades of Banco Santander S.A.’s credit ratings in October 2011and February 2012 and of Santander UK in February 2012.  In addition, if due to future downgrades, Banco Santander S.A. or Santander UK were required to cancel their derivative contracts with certain counterparties and were unable to replace such contracts, the Group’s market risk profile could be altered.

2

While certain potential impacts are contractual and quantifiable, the full consequences of a credit ratings downgrade to a financial institution are inherently uncertain, as they depend upon numerous dynamic, complex and inter-related factors and assumptions, including market conditions at the time of any downgrade, whether any downgrade of a firm’s long-term credit ratings precipitates downgrades to its short-term credit ratings, and assumptions about the potential behaviors of various customers, investors and counterparties. For a further discussion of our liquidity matters, see “Operating and Financial Review and Prospects — Funding and capital resources.”

In light of the difficulties in the financial services industry and the financial markets, there can be no assurance that the rating agencies will maintain their current ratings or outlooks, or with regard to those rating agencies that have a negative outlook on the Group, there can be no assurances that such agencies will revise such outlooks upward. The Group’s failure to maintain favorable ratings and outlooks would likely increase its cost of funding and adversely affect the Group’s interest margins and results of operations.

Exposure to sovereign counterparties by credit rating, page 58

2. Refer to your response to prior comment six. Please revise your proposed disclosure in future filings to quantify and clarify which columns include the following:

·

derivative exposure, other than CDS contracts already included in your proposed disclosure;

·

repurchase agreement exposure;

·

off-balance sheet exposure; and

·

collateral netted against amounts disclosed.

We acknowledge the Staff’s comment and we present below the revised proposed disclosure to be included in our future fillings with figures as at December 31, 2011:

“The detail of Santander Group's total risk exposure (excluding the value of any collateral associated with the corresponding balances) to the peripheral countries of the euro zone at 31 December 2011, based on the country of the issuer or borrower in terms of sovereign risk and private sector exposure, is as follows:”

3

Sovereign risk by country of issuer/borrower (**)

Millions of euros

Debt instruments

Loans and advances to customers  (*)

Derivatives

Total on-balance-sheet exposure

Contingent liabilities and commitments (off-balance exposure)

Total exposure

Balances with central banks

Financial assets held for trading and Other financial assets at fair value through profit or loss

Available-for-sale financial assets

Loans and receivables

Direct exposure

Indirect exposure (CDSs)

Spain

4,841

8,060

29,975

1,274

12,147

225

-

56,522

2,848

59,370

Portugal

1,359

83

1,741

-

847

846

-

4,876

272

5,148

Italy

9

406

247

-

-

15

(15)

662

-

662

Greece

-

-

84

-

-

-

-

84

-

84

Ireland

-

-

-

-

-

139

-

139

-

139

(*) Presented excluding valuation adjustments and impairment losses recognised.

(**) Repurchase agreement exposure is disclosed in “Balances with central banks”, “Loans and advances to credit institutions“ and in “Loans and advances to customers”.

Private sector exposure by country of issuer/borrower (**)

Millions of euros

Debt instruments

Derivatives

Contingent liabilities and commitments (off-balance exposure)

Loans and advances to credit institutions

Financial assets held for trading and Other financial assets at fair value through profit or loss

Available-for-sale financial assets

Loans and receivables

Loans and advances to customers (*)

Direct exposure

Indirect exposure (CDSs)

Total on-balance-sheet exposure

Total exposure

Spain

5,547

2,069

5,385

955

202,411

3,226

(46)

219,547

63,025

282,572

Portugal

-

862

907

1,935

23,337

468

(8)

27,501

7,706

35,207

Italy

-

359

88

98

11,705

(308)

(4)

11,938

3,402

15,340

Greece

-

-

-

-

170

64

-

234

138

372

Ireland

-

211

281

150

491

286

-

1,419

110

1,529

(*) Presented excluding valuation adjustments and impairment losses recognised.

(**)Repurchase agreement exposure is disclosed in “Loans and advances to credit institutions“ and “Loans and advances to customers”.

4

The following information presents the notional amount of the CDSs at 31 December 2011 detailed in the foregoing tables:

Millions of euros

Notional amount

Fair value

Bought

Sold

Net

Bought

Sold

Net

Spain

Sovereign

-

-

-

-

-

-

Private

3,288

4,122

(834)

96

(142)

(46)

Portugal

Sovereign

211

211

-

60

(60)

-

Private

409

448

(39)

93

(101)

(8)

Italy

Sovereign

429

614

(185)

46

(61)

(15)

Private

1,106

1,129

(23)

114

(118)

(4)

Greece

Sovereign

223

223

-

158

(158)

-

Private

54

44

10

9

(9)

-

Ireland

Sovereign

9

9

-

1

(1)

-

Private

60

60

-

5

(5)

-

In order to respond to your specific points:

·

Derivative exposure, other than CDS, is now included in the column “Derivatives – Direct exposure” of the tables above;

·

Repurchase agreement exposure is disclosed in the “Balances with central banks”, “Loans and advances to credit institutions“ and “Loans and advances to customers” columns.

·

Our off-balance sheet exposure was already presented in our letter dated October 28th, 2011; however we have also clarified this aspect in the tables above in order to enhance clarity.

·

We present the information excluding any collateral netted against the amount disclosed.

5

Item 5. Operating and Financial Review and Prospects, page 94

Results of Operations for Santander, page 103

Income Tax, page 112

3. Refer to your response to prior comment 11. Please address the following:

·

We note that your statutory tax rate disclosed in Note 27 is 30 percent. Please revise your disclosure in future filings to clarify whether this tax rate is based solely on your statutory rate in Spain. If so, given your explanation that the mix of income generated in foreign countries with higher tax rates was the cause of your effective income tax rate increase in 2010, please tell us how you determined that this presentation provided the most meaningful information to financial statement readers. Refer to paragraph 85 of IAS 12.

·

We also note that your response indicates the reason for the higher effective rate in 2010 is due to a higher proportion of income being derived from your businesses in Latin America, the United Kingdom, and the US, which have higher tax rates than Spain. However, the effect of different tax rates disclosed in Note 27 is a net decrease from the statutory tax rate of 30 percent, which seems to indicate you are deriving income from foreign jurisdictions with lower tax rates than Spain. Please reconcile this apparent inconsistency.

·

Expand your disclosure to separately disclose the effect of the income tax rates of foreign jurisdictions so that a reader may understand the significant factors that affect your income tax expense. Clearly disclose the basis of these adjustments (i.e., whether they are the statutory tax rates or the effective tax rates) in each of the countries for which you incur a material amount of tax expense. Refer to paragraph 84 of IAS 12.

·

Also, please clarify in your proposed disclosure how your effective tax rate remains below the statutory rate of Spain, especially when you derive a higher proportion of income from foreign jurisdictions with an even higher statutory tax rate than Spain. Please expand your disclosure to separately describe the nature of material pe

CORRESP
1
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February 24, 2012

VIA EDGAR SUBMISSION

Ms. Suzanne Hayes

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re:

Banco Santander, S.A.

Form 20-F for Fiscal Year Ended December 31, 2010

Filed June 6, 2011

Form 6-K Filed October 31, 2011

Form 6-K Furnished January 31, 2012

Form 6-K Filed February 7, 2012

File No. 001-12518

Dear Ms. Hayes:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), we acknowledge receipt by Santander of the letter dated February 10, 2012 (the “Comment Letter”) of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission regarding the above referenced Annual Report on Form 20-F and Form 6-Ks of Santander.

Santander is working to respond to the Comment Letter. However, the Bank has advised us that it will require additional time to consider and respond to the Staff’s comments. Accordingly, on behalf of Santander, we respectfully request a 10 business day extension of time to respond to the Comment Letter to March 12, 2012.

We are grateful for the Staff’s assistance in this matter. Please do not hesitate to call me at (212) 450-4950 with any questions you may have.

Very truly yours,

/s/ Nicholas A. Kronfeld

Nicholas A. Kronfeld

cc:

José Antonio Álvarez

February 10, 2012
 Via E-mail

José Antonio Álvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid, Spain
Re: Banco Santander, S.A.
Form 20-F for Fiscal Year Ended December 31, 2010 Filed June 6, 2011 Form 6-K Furnished October 31, 2011 Form 6-K Furnished January 31, 2012 Form 6-K Furnished February 7, 2012
  File No. 001-12518

Dear Mr. Álvarez:
 We have reviewed your response dated October 28, 2011 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  Where we have
requested changes in future filings, please incl ude a draft of your proposed disclosures that
clearly identifies new or revise d disclosures.  If you do not be lieve our comments apply to your
facts and circumstances, please tell  us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            Form 20-F for Fiscal Year Ended December 31, 2010

 Risk Factors, page 13

 Credit, market and liquidity risks may have an  adverse effect on our credit ratings…, page 20

 1. We note your response to prior comment four and reissue the comment in part.  Please
expand your risk factor to quantify, absent ot her changes, the effect that a one- and two-
notch downgrade would have on your collat eral obligations under your derivative
contracts.  If you believe that you are unable to quantify what those collateral obligations

José Antonio Álvarez Banco Santander, S.A February 10, 2012 Page 2

 would be, please expand your disclosure in this  risk factor to expl ain in detail why you
are unable to quantify such obligations.
 Exposure to sovereign counterpa rties by credit rating, page 58

 2. Refer to your response to prior comment six.  Please revise your pr oposed disclosure in
future filings to quantify and clarify which columns include the following:

 derivative exposure, other than CDS cont racts already included in your proposed
disclosure;

 repurchase agreement exposure;

 off-balance sheet exposure; and

 collateral netted agains t amounts disclosed.

Item 5. Operating and Financial Review and Prospects, page 94

 Results of Operations for Santander, page 103

 Income Tax, page 112

 3. Refer to your response to prior comment  11.  Please address the following:

 We note that your statutory tax rate disclosed in Note 27 is 30 percent.  Please revise
your disclosure in future fili ngs to clarify whether this ta x rate is based solely on your
statutory rate in Spain.  If so, given your explanation that the mix of income
generated in foreign countries with higher tax rates was the cause of your effective
income tax rate increase in 2010, please  tell us how you determined that this
presentation provided the most meaningful information to financial statement readers.
Refer to paragraph 85 of IAS 12.
 We also note that your response indicates th e reason for the higher effective rate in
2010 is due to a higher proportion of income  being derived from your businesses in
Latin America, the United Kingdom, and th e US, which have higher tax rates than
Spain.  However, the effect of different tax rates disclosed in Note 27 is a net
decrease from the statutory tax rate of 30 percent, which seems to indicate you are
deriving income from foreign jurisdictions with lower tax rates than Spain.  Please
reconcile this apparent inconsistency.

 Expand your disclosure to separately disclose  the effect of the income tax rates of
foreign jurisdictions so that a reader may understand the significant factors that affect
your income tax expense.  Clearly disclo se the basis of these adjustments (i.e.,

José Antonio Álvarez Banco Santander, S.A February 10, 2012 Page 3

 whether they are the statutory tax rates or the effective tax rates) in each of the
countries for which you incur a material amount of tax expense.   Refer to paragraph 84 of IAS 12.
 Also, please clarify in your proposed disclo sure how your effective tax rate remains
below the statutory rate of Spain, especia lly when you derive a higher proportion of
income from foreign jurisdictions with an even higher statutory tax rate than Spain.
Please expand your disclosure to separately de scribe the nature of material permanent
non-taxable amounts in the applicable foreign jurisdictions.  Refer to
paragraph 84 of IAS 12.
 Credit Exposure in Spain, page 235

 b.  Analysis of the mortgage portfolio  of individual customers, page 236

 4. Refer to your response to prior comment  15.  Please address the following:

 Please revise your disclosure in futu re filings to include the updated LTV
information that you obtain for your portfolio.

 Please disclose how you consider  collateral value declines in your allowance for loan
losses between the annual update of LTVs and/ or appraisals that you obtain given the
recent occurrence of significant valuation dec lines within less than a one year period.

 Revise your disclosures on page 240 to disc lose the average lengt h of time properties
remain in inventory prior to sale.
 Statistical Tools for Measuring a nd Managing Market Risk, page 269

 1.1 VaR Model, page 269

 5. Refer to your response to prior comment 16, and please revise your proposed disclosure
to address the following:
 You indicate that VaR exceptions are more unlikely due to the use of a historical
simulation that incorporates two differen t VaRs, including one VaR that equally
weights all observations presumably in a tw o-year historical pe riod.  Please tell us
and revise your proposed disclo sure to clarify whether this  two-year hist orical period
includes results that may have skewed your data in such a way as to make it more unlikely that you will observe VaR exceptions, including whether you have included data from the recent financial crisis in your historical results.  Furthermore, if true,
tell us and disclose if you have considered  whether the lack of exceptions may be due
to the inclusion of data from the financia l crisis that would ca use your model to not
perform as statistically predicted.

José Antonio Álvarez Banco Santander, S.A February 10, 2012 Page 4

  Please revise your proposed disclosure to  also include your back-testing results,
including the number of back -testing exceptions you have  observed in the periods
presented and your analysis as to why su ch back-testing exceptions occurred.
Furthermore, if your backtesting does yiel d exceptions while your  daily VaR has not
been exceeded, please explain the reason for this apparent inconsistency.
 1. Introduction, basis of presentation of the c onsolidated financial statements…, page F-9

 g) Events after the reporting period, page F-18

 6. Please revise your future filings to provide  the date the financial statements were
authorized for issuance.  Refer to paragraph of 17 of IAS 10.
 3.5 Credit risk cycle, page F-196

 D. Risk Monitoring and Control, page F-197

 Credit risk exposure in Spain, page F-198

 c. Financing granted for construction and property development…, page F-199

 7. Refer to your response to prior comment 30.  In future filings, please revise your
proposed disclosure to discuss the nature  of the amounts disclosed as “excess over
collateral” (i.e., whether they result from th e sale of the debtors other assets, other
expected cash flows from the debtor, etc.).  Also, please disclose  how successfully you
have recovered the amount that you have estimated from personal guarantees in your
specific allowance for these loans.
 d. Acquired and foreclosed assets, page F-201

 8. Refer to your response to prior comment 31.  We note your proposed disclosure that you
initially record acquired and fo reclosed assets at the lesse r value between the amount of
the debt (net of allowances) a nd the fair value of the acquired or foreclosed assets less the
estimated selling costs, and if the fair value (less selling co sts) is lower than the amount
of the debt, the difference is recognized with in the caption Gains/(Los ses) on disposal of
noncurrent assets held for sale not classified  as discontinued operations in the income
statement.  Please tell us why you do not r ecord such losses on ac quired and foreclosed
assets as a write-off against the allowan ce for loan losses, and how you adjust your
historical loss rates in order to incorporate losses on similar collateralized loans in your
allowance for loan loss calculation.

José Antonio Álvarez Banco Santander, S.A February 10, 2012 Page 5

 Exhibit I, page F-244

 Exhibit II, page F-270

 9. Refer to your response to prior comment 35.  Pl ease revise your disclosure in future
filings to clarify that the da te of the most recent audited financial information disclosed
here is not necessarily  the same as what is reported in your financial statements.
Additionally, please tell us why you believe it is appropriate to  disclose outdated audited
information for these entities given that your results reflect updated financial information
for these investments.
Form 6-K furnished on October 31, 2011

 10. We note your disclosure on pages 6 and 57 th at Santander Consumer USA will increase
its capital by approximately $1.15 billion, and following the transaction, you will have a
65 percent stake in Santander Consumer US A.  We also note that you will realize a
capital gain of approximately $1 billion on this transaction.  Please tell us how you
considered paragraph 30 of IAS 27 in your accounting analysis and whether you plan to
record this capital gain in equity or in income.

11. Please clarify why your generic loan loss allowance as disclo sed in the table on page 21
decreased by EUR1.378 billion.  We note your  disclosure on page 30 that indicates a
regulatory requirement on commerc ial units in Spain contribute d to the release of generic
provisions for loan losses, but it is unclear whether this was the driver of the reduction in
the consolidated generic loan loss allowance on page 21.  With  a view towards disclosure
in your Form 20-F, please clarify what cred it quality characteristic s in your portfolio
improved and therefore, drove the decrease in your general loan loss allowance.
Furthermore, if the decrease was driven  by Spanish regulatory requirements, please
provide additional clarificati on as to how the regulatory requirements impacted your
determination of the generic loan loss allowance and tell us if this impacts your
conclusion that your allowance for loan lo sses as determined by your own internal
models is not materially different than that  calculated according to the Bank of Spain’s
requirements.
 Form 6-K furnished on January 31, 2012

 12. In future filings beginning with your next Fo rm 20-F, please discuss the specific factors
that caused you to increase your coverage of  on-balance properties from 31 percent to 50
percent in the fourth quarter of  2011.  Please describe the even ts that occurred that caused
property values to decline so significantly during this period.  Pleas e also disclose the
average length of time these properties remain in your portfolio before they are sold.

José Antonio Álvarez Banco Santander, S.A February 10, 2012 Page 6

 Form 6-K furnished on February 7, 2012

 13. We note your disclosure regarding the addi tional charges of EUR4,300 million to meet
the new government requirements related to provis ions for real estate.  Please revise your
disclosure in future filings, beginning w ith your next Form 20-F, to address the
following:
 Discuss your use of a “capital buffer” and why this amount is not required to be
charged to the income statement.

 Given your disclosures that EUR2,000 million will be covered by a capital buffer and
that EUR2,300 million will be charged to income during 2012, please disclose the
factors considered when determining that this  was not an adjusting event as that term
is defined by IAS 10.  Also, discuss the decl ines in property values occurring between
January 1, 2012 and the date you determined  that the charge was necessary which
were not present at December 31, 2011.
14. Please tell us the impact that this new regula tion related to provisions for real estate has
on your conclusion that your financial statemen ts comply with IFRS as issued by the
IASB, and address the following in your response:
 Discuss whether the provisions in the regula tion caused you to record a provision that
reflected the recoverable amount of the real es tate expected to be obtained in an arm’s
length transaction between knowledgeable willi ng parties.  Refer to paragraph 52 of
IAS 36.

 Discuss how this new regulation is consis tent with your best estimate of the cash
flows to be received that are based on r easonable and supportable assumptions.  Refer
to paragraph 33 of IAS 36.

 Discuss whether you believe that this charge is reflective of actual past outcomes.
Refer to paragraph 34 of IAS 36.

You may contact Staci Shannon at (202) 551-3374 or Rebekah Lindsey, Accounting
Reviewer, at (202) 551-3303 if you have quest ions regarding comments on the financial
statements and related matters.  Please c ontact Celia Soehner at  (202) 551-3463 or
Sebastian Gomez Abero, Special Counsel, at  (202) 551-3578 with any other questions.

Sincerely,
  /s/ Sebastian Gomez Abero for   Suzanne Hayes
Assistant Director

CORRESP
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October 28, 2011

Ms. Suzanne Hayes

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re:

Banco Santander, S.A.

Form 20-F for Fiscal Year Ended December 31, 2010

Filed June 6, 2011

Form 6-K filed August 1, 2011

File No. 001-12518

Dear Ms. Hayes:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated September 30, 2011 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) and Form 6-K (the “6-K”) of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below. All references to page numbers in Santander’s responses are to pages in the filed version of the 20-F and 6-K. I have also underlined and italicized our proposed changes to our Form 20-F and to our consolidated financial statements that will be included in future filings and I have struck through the text that will be deleted in future filings.

****************************

Form 20-F for the fiscal year ended December 31, 2010

Risk Factors, page 13

Some of our business is cyclical and our income may decrease…, page 13

1.

Please provide more descriptive disclosure to be included in future filings that identifies your products and services whose levels of income depend on the strength of the economies in the regions where you operate. Please provide quantitative disclosure of the impact to your profit by geographical area.

Response

We acknowledge the Staff’s comment and we will enhance our disclosure in future filings to provide the abovementioned disclosure. We present below the modifications that we propose to include in future filings:

“Some of our business is cyclical and our income may decrease when demand for certain products or services is in a down cycle.

The level of income we derive from certain of our products and services depends on the strength of the economies in the regions where we operate and certain market trends prevailing in those areas. Therefore, negative cycles may adversely affect our income in the futureregions. Customer loans and deposits, which collectively account for most of our earnings, are particularly sensitive to economic conditions. In 2010, Continental Europe, the United Kingdom, Latin America and Sovereign (US) represented 35.0%, 17.9%, 43.3% and 3.8%, respectively, of the profit attributable to the Group’s operating areas for the year. A negative economic cycle in any of these geographic segments could have a material adverse effect on our results of operations.”

1

The possibility of the moderate economic recovery returning…, page 14

2.

Please revise to quantify in this risk factor the amount of your gross sovereign debt exposure to Spain, Portugal, Greece, Italy and Ireland.

Response

We have taken into consideration the Staff’s comment and we indicate below our proposed disclosure in future filings to quantify in this risk factor the amount of our gross sovereign debt exposure to Spain, Portugal, Greece, Italy and Ireland:

“Despite the extent of the aforementioned intervention, global investor confidence remains cautious. The world’s largest developed economies, including the United States and United Kingdom, grew during 2010, although, in most cases, still at a slow pace. Spain, however, continued to suffer from a recession. In addition, recent downgrades of the sovereign debt of Ireland, Greece, Portugal, Italy and Spain have caused volatility in the capital markets. Our exposure to the sovereign debt of Greece, Portugal, Italy and Spain as of December 31, 2010 was €0.2, €2.8, €0.8 and €35.7 billion, respectively, and we had no exposure to the sovereign debt of Ireland. Continued or worsening disruption and volatility in the global financial markets could have a material adverse effect on our ability to access capital and liquidity on financial terms acceptable to us, if at all.  If capital markets financing ceases to become available, or becomes excessively expensive, we may be forced to raise the rates we pay on deposits to attract more customers.  Any such increase in capital markets funding costs or deposit rates would entail a repricing of loans, which would result in a reduction of volume, and may also have an adverse effect on our interest margins. A further economic downturn, especially in Spain, the United Kingdom, other European countries, the United States and certain Latin American countries, could also result in a further reduction in business activity and a consequent loss of income for us.”

Changes in the regulatory framework in the jurisdictions where we operate…, page 18

3.

Please revise your disclosure in this risk factor to clarify how the enhanced regulation that you discuss presents material risks to you. For example, please revise this risk factor to explain the “more restrictive conditions” imposed by the Bank of Spain’s Circular 9/2010 and how the amended rules will impact your business specifically. Furthermore, please ensure that your revised disclosure clarifies the impact that the Dodd-Frank legislation will have on your United States operations (e.g., whether Sovereign Bank will be negatively impacted by the Durbin Amendment’s cap on debit card transaction fees).

Response

We have taken into consideration the Staff’s comment and we indicate below our proposed disclosure in future filings to enhance the impact of Bank of Spain’s Circular 9/2010:

“In Spain, the Bank of Spain issued Circular 9/2010 on December 22, 2010, which amends certain rules in order to establish more restrictive conditions regarding capital requirements for credit risk, credit risk mitigation techniques, securitization and treatment of counterparty and trading book risk. This Circular has not had and it is not expected that it will have a quantifiable material impact on our business. The Circular was issued following the passage of two EU Directives on risk management (Directive 2009/27/CE and Directive2009/83/CE).”

2

We continue to believe that with respect to the Dodd-Frank legislation, which requires implementing regulations, many of which are behind schedule, subject to reproposal or not yet published, it is not yet possible to assess the impact of regulatory reform on the Group.  We expect to update this risk factor disclosure at each appropriate disclosure moment in Form 6-Ks and our Annual Reports on Form 20-F as appropriate, but we respectfully inform the Staff that we do not believe that any update in the risk factor is appropriate at this time.  Supplementally, we inform the Staff that with respect to the impact of the Durbin Amendment on our United States operations, we expect that the negative impact on the revenue as a result of the Federal Reserve's mandated reduction in interchange and routing fees will be approximately $50 to $60 million annually, based on current debit card transaction volumes and fee structures.  This amount would not be material to the Group on a consolidated basis.

In future filings, we will evaluate if this regulation or other more recent regulations are relevant for our business and we will ensure that we discuss how they present material risks for us.

Credit, market and liquidity risks may have an adverse effect on our credit ratings…, page 20

4.

Please expand your disclosure in this risk factor to quantify the likely effect a one and two notch downgrade in credit rating would have on your borrowing costs and your collateral obligations under derivative contracts.

Response

We acknowledge the Staff’s comment and we will enhance our disclosure in future filings to provide additional qualitative disclosure regarding the effect of a downgrade in our credit ratings. We respectfully inform the Staff that we are not able to meaningfully quantify the impact of a credit rating downgrade because any such impact would depend in substantial part on factors that are difficult to quantify and ultimately beyond our control. For example, while we expect our borrowing costs would gradually increase in the event of a ratings downgrade as our indebtedness was refinanced, we are not able to predict the amount of such increase, which would depend on market conditions and our funding needs in the months and years following any such downgrade, as well as the possibility that we would adjust our funding mix in response. None of our indebtedness includes provisions for an increase in the interest rate as a result of a downgrade.

Similarly, while we expect that a ratings downgrade would require us to post additional collateral under our derivative contracts, the amount of additional collateral required would depend on market conditions and our derivatives’ positions at the time of any such downgrade. Both market conditions and our positions change daily; consequently, we could not meaningfully quantify the impact of a downgrade on our collateral requirements.

We present below the modifications that we propose to include in future filings:

“Credit, market and liquidity risks may have an adverse effect on our credit ratings and our cost of funds. Any reduction in our credit rating couldwould likely increase our cost of funding, require us to post additional collateral under some of our derivative contracts and adversely affect our interest margins and results of operations.

Credit ratings affect the cost and other terms upon which we are able to obtain funding. Rating agencies regularly evaluate us and their ratings of our long-term debt are based on a number of factors, including our financial strength as well as conditions affecting the financial services industry generally.

3

Any downgrade in our ratings couldwould likely increase our borrowing costs, and require us to post additional collateral under some of our derivative contracts, and could limit our access to capital markets and adversely affect the ability of our businessour commercial business. For example, a ratings downgrade could adversely affect our ability to sell or market certain of our products, such as subordinated securities, engage in business transactions—particularlycertain longer-term and derivatives transactions— and retain our customers, particularly customers who need a minimum rating threshold in order to invest. This, in turn, could reduce our liquidity and have an adverse effect on our operating results and financial condition.

The Group’s long-term debt is currently rated investment grade by the major rating agencies (Aa3 by Moody’s Investors Service España, S.A. and AA- by each of Standard & Poor’s Ratings Services and Fitch Ratings Ltd.) with negative outlook due to the difficult economic environment in Spain. All three agencies downgraded the Group’s rating in October 2011 together with that of the main Spanish banks, due to the tougher-than-previously-anticipated macroeconomic and financial environment in Spain with dimming growth prospects in the near term, depressed real estate market activity and heightened turbulence in the capital markets.

In light of the difficulties in the financial services industry and the financial markets, there can be no assurance that the rating agencies will maintain their current ratings or outlooks, or with regard to those rating agencies who have a negative outlook on the Group, there can be no assurances that such agencies will revise such outlooks upward. The Group’s failure to maintain favorable ratings and outlooks couldwould likely increase theits cost of its funding and adversely affect the Group’s interest margins and results of operations.”

Business Overview, page 34

5.

In future filings, please ensure that you disclose the reasons underlying significant changes in profit and return on equity for your business operating units. For example, we note your disclosure on page 36 that profits attributable to the Santander Branch Network and to Banesto declined by 38% and 43.2%, respectively, in 2010 compared to 2009, but that you did not disclose the reasons for these changes. In your response, please provide sample disclosure that is responsive to this comment as it would have appeared in your 2010 Form 20-F.

Response

We have taken into consideration the Staff’s comment concerning enhanced disclosure of the reasons underlying significant changes in profit and return on equity for our business operating units and we confirm to the Staff that in future fillings we will provide an explanation for any significant changes.

In response to the Staff comments we provide the sample disclosure requested as it would have appeared in our 2010 Form 20-F:

“The Santander Branch Network

….In 2010, profit attributable to the Parent bank from the Santander Branch Network was €1,243 million, 38.0% lower than 2009, while the ROE reached 17.4% (as compared to 26.6% in 2009).

This substantial decrease was due to the weak economic environment in Spain which has caused a decrease in net interest income, due to the lower demand for loans, the repricing of mortgages and the higher cost of funds resulting from stiffer competition for deposits as well as a decrease in net fee income and to lower gains on financial transactions due to decreased activity in transactions involving securities, commercial bills and derivatives.

4

…

Banesto

…In 2010, profit attributable to the Parent bank from Banesto was €419 million, a 43.2% decrease from 2009, while the ROE reached 9.4% as compared to 11.7% in 2009. As with the Santander Branch Network, these lower profits were due to lower demand for loans, the repricing of mortgages and the higher cost of funds which have impacted our net interest income and net fees as a consequence of weak economic environment.

Exposure to sovereign counterparties by credit rating, page 58

6.

We note your disclosure of sovereign risk exposure to the sovereign entities of Ireland, Greece, Portugal and Spain here and on page 253, which includes exposure to Italy. We also note your disclosure of private and sovereign debt issued by origin of the issuer in Note 7, and your disclosure of gross credit risk exposure in Note 54. Please revise your disclosure in future filings either here or in Note 54 to expand your tabular disclosure to address all of your exposure to each of these countries, separately, in terms of private and sovereign institutions, including Italy, and address the following:

·

Disclose whether the loan exposures in your disclosure are inclusive of credit derivatives purchased or if any credit derivatives (including both credit derivatives purchased and sold) are reported in the derivatives and repos (CRE) column. Also, please revise your table to provide disclosure of the gross exposure and separately disclose the notional and fair value of any credit protection purchased.

·

Additionally, please indicate whether you have sold credit protection on any sovereign exposures related to these entities, and if so, please disclose the notional and fair value amount of credit protection sold by country.

·

Please clarify for us whether your derivatives exposure (trading and hedging) to each of these private and sovereign entities is included in the tabular disclosure on a gross or net basis. If your exposure is presented on a net basis, please revise your disclosure in future filings to present both the gross and net exposure.

·

If your disclosure presents your credit risk net of any collateral, please revise future filings to disclose those amounts separately.

·

Clarify whether your tabular disclosure includes all off-balance sheet exposure to these private and sovereign entities, including financial guarantees, and any other continge

CORRESP
1
filename1.htm

[Davis Polk & Wardwell LLP Letterhead]

October 12, 2011

VIA EDGAR SUBMISSION

Ms. Suzanne Hayes

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re:

Banco Santander, S.A.

Form 20-F for Fiscal Year Ended December 31, 2010

Filed June 6, 2011

Form 6-K filed August 1, 2011

File No. 001-12518

Dear Ms. Hayes:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), we acknowledge receipt by Santander of the letter dated September 30, 2011 (the “Comment Letter”) of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission regarding the above referenced Annual Report on Form 20-F and Form 6-K of Santander.

Santander is working expeditiously to respond to the Comment Letter. However, the Bank has advised us that it will require additional time to consider and respond to the Staff’s comments. Accordingly, on behalf of Santander, we respectfully request a 10 business day extension of time to respond to the Comment Letter to October 28, 2011.

We are grateful for the Staff’s assistance in this matter. Please do not hesitate to call me at (212) 450-4950 with any questions you may have.

Very truly yours,

/s/ Nicholas A. Kronfeld

Nicholas A. Kronfeld

cc:

José Antonio Alvarez

September 30, 2011
 Via E-mail

José Antonio Álvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid, Spain
Re: Banco Santander, S.A.
Form 20-F for Fiscal Year Ended December 31, 2010 Filed June 6, 2011 Form 6-K filed August 1, 2011
  File No. 001-12518

Dear Mr. Álvarez:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.               Form 20-F for Fiscal Year Ended December 31, 2010

 Risk Factors, page 13

 Some of our business is cyclical a nd our income may decrease…, page 13

 1. Please provide more descriptive di sclosure to be included in future filings that identifies
your products and services whose levels of income depend on the strength of the
economies in the regions where you operate.  Pl ease provide quantitat ive disclosure of
the impact to your prof it by geographical area.

José Antonio Álvarez Banco Santander, S.A. September 30, 2011 Page 2
 The possibility of the moderate eco nomic recovery returning…, page 14

 2. Please revise to quantify in this risk fact or the amount of your gross sovereign debt
exposure to Spain, Portugal, Greece, Italy and Ireland.

Changes in the regulatory framework in th e jurisdictions where we operate…, page 18

 3. Please revise your disclosure in this risk f actor to clarify how th e enhanced regulation
that you discuss presents material risks to you.  For example, please revise this risk factor
to explain the “more restrictive condi tions” imposed by the Bank of Spain’s
Circular 9/2010 and how the amended rules will impact your business specifically.
Furthermore, please ensure that your revised disclosure clarifies the impact that the
Dodd-Frank legislation will have on your United States operations (e.g., whether
Sovereign Bank will be negatively impacted by the Durbin Amendment’s cap on debit
card transaction fees).
Credit, market and liquidity risks may have an  adverse effect on our credit ratings…, page 20

 4. Please expand your disclosure in this risk f actor to quantify the lik ely effect a one and
two notch downgrade in credit rating w ould have on your borrowing costs and your
collateral obligations under derivative contracts.

Business Overview, page 34

 5. In future filings, please ensure that you disclose the reasons underlying significant
changes in profit and return on equity for your  business operating units.  For example, we
note your disclosure on page 36 that profits a ttributable to the Sant ander Branch Network
and to Banesto declined by 38% and 43.2%, respectively, in 2010 compared to 2009, but
that you did not disclose the reasons for these changes.  In your response, please provide
sample disclosure that is responsive to this  comment as it would have appeared in your
2010 Form 20-F.
 Exposure to sovereign counterpa rties by credit rating, page 58

 6. We note your disclosure of sovereign risk e xposure to the sovereign entities of Ireland,
Greece, Portugal and Spain here and on page 253, which includes exposure to Italy.  We
also note your disclosure of pr ivate and sovereign debt issued  by origin of the issuer in
Note 7, and your disclosure of gross credit ri sk exposure in Note 54.  Please revise your
disclosure in future filings e ither here or in Note 54 to expand your tabular disclosure to
address all of your exposure to each of these co untries, separately, in terms of private and
sovereign institutions, including Italy, and address the following:

 Disclose whether the loan exposures in your disclosure are inclusive of credit
derivatives purchased or if any credit de rivatives (including bot h credit derivatives

José Antonio Álvarez Banco Santander, S.A. September 30, 2011 Page 3
 purchased and sold) are reported in the de rivatives and repos (CRE) column.  Also,
please revise your table to provide disclosu re of the gross exposure and separately
disclose the notional and fair value of any credit protection purchased.

 Additionally, please indicate whether you have sold credit protection on any
sovereign exposures related to these entitie s, and if so, please disclose the notional
and fair value amount of credit  protection sold by country.

 Please clarify for us whether your derivativ es exposure (trading a nd hedging) to each
of these private and sovereign entities is in cluded in the tabular disclosure on a gross
or net basis.  If your exposure is presen ted on a net basis, please revise your
disclosure in future filings to pr esent both the gross and net exposure.

 If your disclosure presents your credit risk net of any collateral, please revise future
filings to disclose t hose amounts separately.

 Clarify whether your tabular disclosure in cludes all off-balance sheet exposure to
these private and sovereign entities, in cluding financial guarantees, and any other
contingent exposures.
 Movements in Allowances for Credit Losses, page 67

 7. We note your disclosure of the net charge-offs to average loans ratio.  It appears that you
disclosed the total ratio as the sum of the rati os for borrowers in Spain and outside Spain.
We believe that the “total” ratio should be  calculated as a percentage of the total
portfolio.  In this regard, it appears that this  ratio is 1.37% for 2010, 1.33% for 2009, and
so on.  Please revise your disclosure of thes e ratios in future f ilings accordingly, or
advise.
 Impaired Balance Ratios, page 73

 8. We note your disclosure on page 74 that  Spain and Portugal still required higher
provisions in 2010 because of th e increase in bad loans and th e review carri ed out by the
Bank of Spain to determine the provisions for credit risk after taking into account the
experience from recent years and the current economic situation.  However, we note your
provision for borrowers in Spain included in  the table on page 67 decreased in 2010 as
compared to 2009.  Please expand your disclosure  on page 74 in future filings to more
clearly address the underlying reasons for a declining provision and a declining
allowance for borrowers in Spain in light of  the tabular disclosure on page 67.  Please
include a discussion of how you considered tr ends in your portfolio such as increasing
charge-offs and impaired loans (per page 70)  in your disclosure.  Please also provide
expanded disclosure of the impact of the findings of the Bank of Spain on your estimate
of loan losses.

José Antonio Álvarez Banco Santander, S.A. September 30, 2011 Page 4
 Supervision and Regulation, page 81

 United States Supervisio n and Regulation, page 91

 9. We note your disclosure on page 18 regardi ng the Dodd-Frank Wall Street Reform and
Consumer Protection Act provisions, includi ng prohibitions on your engaging in certain
proprietary trading activitie s and restricting your owners hip of, investment in, or
sponsorship of hedge funds and private equi ty funds.  Please tell us whether you have
conducted an analysis of what you believe the potential effects of the Volcker Rule will
be on your operations and whether you believe it  could have a material effect.  Also, to
the extent reasonably known, in future filings  please quantify the amount of historical
proprietary revenues which you believe coul d be subject to re strictions once the
rulemaking is finalized.
 Item 5. Operating and Financial Review and Prospects, page 94

 Critical Accounting Policies, page 94

 Business Combinations and goodwill, page 100

10. Please revise your future filings to include di sclosure of the most significant assumptions
used to determine the fair value of your  cash generating units for the purposes of
evaluating whether goodwill is impaired.  Pleas e discuss the degree of uncertainty related
to these assumptions and any potential changes that may cause you to record impairment through the income statement in the future.  For those cash generating units where the fair
value of the cash generating unit is at or near your cost basi s, please disclose the amount
or percentage by which the fair value exceeds th e cost basis as of the date of the most
recent test.
 Income Tax, page 112

 11. We note the volatility in your effective in come tax rates here and in Note 27.
Specifically, the rate increased from 11.5% in 2009 to 24.3% in 2010, and it appears that
the majority of that volatility is  due to the effect of different tax rates.  Please revise your
disclosure in future filings to discuss the underlying causes for such volatility, and
disclose the tax rates in each material jurisdiction that is driving the changes.
 Results of Operations by Business Areas, page 113

 Continental Europe, page 113

 12. We refer to your disclosure on page 114 that the strong incr ease in impairment losses on
financial assets in 2010 resulted from th e Bank of Spain’s review pursuant to
Circular 4/2004.  Please provide proposed disclo sure to be included in future filings that

José Antonio Álvarez Banco Santander, S.A. September 30, 2011 Page 5
 describes the review and specifies how the pr ovisions for credit risk were impacted as a
result.
 F.  Tabular disclosure of c ontractual obligations, page 136

 13. We note that you have not included some of  your long-term obligations within the
contractual obligations table.  For example, it would appear that your insurance contract
liabilities of EUR 10.4 billion represent future cash obligations.  We also note that you do
not include derivatives in your disclosure.  We believe the inclusion of  these liabilities in
the contractual obligation table will provide investors more tr ansparent disclosure of your
long term liquidity requirements.  As such, pl ease revise your contractual obligation table
in future filings to include the expected settlement of your insura nce contracts and the
fixed interest rate payments on your interest rate swaps and other similar derivatives with
fixed payments.
 Credit Exposure in Spain, page 235

 b.  Analysis of the mortgage portfolio  of individual customers, page 236

 14. We note your disclosure of loans with and w ithout mortgage guarantees in Spain.  Please
revise your disclosure in future filings to clarify the nature of such mortgage guarantees,
including whether the guarantee is represente d by collateral or by insurance from a third
party insurer or government agency.
 15. You disclose LTV ratios for your mortgage lo ans in Spain on page 237.  Additionally, the
ratios disclosed on page 245 related to loans in the UK appear to relate only to loans
originated during 2010.  We also note that you r losses on foreclosed assets and assets
acquired in 2010 and 2009 were EUR 298 million and EUR 1.35 billion, which appear to
be significant as a percentage of foreclosed assets sold, as disclosed on page 75.  Please
address the following in your future filings:

 Please revise your disclosure to clarify if  these ratios reflect the LTV upon origination
or have been updated since or igination.  If they have not  been updated, please clearly
disclose that fact, and if they have been updated, please disclose the date as of which
appraisals were obtained to compute the LTV ratios.
 If you do not update appraisals, describe a ny adjustments you make to the appraised
values as a result of outdated appraisals.

 Please discuss how you consider the potential  for outdated appraisal values in your
determination of the allowance for loan losses and impairments on foreclosed
properties and assets acquire d related to both domestic and foreign properties.

José Antonio Álvarez Banco Santander, S.A. September 30, 2011 Page 6
 Statistical Tools for Measuring a nd Managing Market Risk, page 269

 1.1  VaR Model, page 270

 16. We note your disclosure regarding your VaR methodology, including your disclosure on
page 278 that in 2009 and 2010 there were no exceptions of VaR at 99% (days when the daily loss was higher than the VaR), and we  note footnote three on that page that
indicates the exceptions exclude intraday re sults and commissions.  Please expand your
disclosure in future filings to address the following:
 Given your 99% confidence interval, we not e your disclosure on page 270 indicates
that you would expect to exceed daily VaR 1% of the time, or approximately three
days per year.  Please tell us about any evaluation or an alysis performed to validate
the appropriateness of your model in light of the fact that it is not performing as
statistically predicted (i.e., there we re no exceptions of VaR in 2009 and 2010).

 We note your disclosure on page F-211 that  you use the following day prices for back
testing the accuracy of your VaR results fo r the previous day.  Please tell us why you
use the prices for the following day and not the prices actually in place on the day for
which you are performing back testing.

 Address any changes you made, or plan  to make, to your VaR methodology or
assumptions during the periods presented.

G.  Market Risk:  VaR Cons olidated Analysis, page 290

 17. We note your disclosure of trading and non-tr ading VaR, as well as a diversification
effect on consolidated VaR.  Please revise your disclosure in future filings to discuss the
rationale of the diversificati on effect, including how it is ca lculated.  Also, please expand
your disclosure to provide more clarity about how the results of the VaR estimates for the
individual risks disclosed on pa ge 291 relate to the total da ily VaR estimates disclosed on
page 290.  For example, the sum of the non-tradi ng and diversification effect line items in
each of your individual VaR estimat es for interest rate risk, ex change rate risk, and equity
price risk do not exactly equal the non-trading line in the c onsolidated VaR.  Finally, for
the purposes of informing a reader of the extensiveness of your VaR model, please
consider disclosing the number of fa ctors you utilize when calculating VaR.
 Index to Financial Statements, page 305

 Consolidated Income Statements, page F-3

 18. Please revise your disclosure in future filin gs to round your earnings per share to the
nearest cent, in order to not imply a greater degree of precision than exists.

José Antonio Álvarez Banco Santander, S.A. September 30, 2011 Page 7
 Consolidated Statements of Cash Flows, page F-8

 19. We note that you classify changes in availa ble-for-sale financial assets and financial
liabilities at amortized cost, which appears to include market able debt securities or bonds
and debentures, in operating ac tivities.  We also note your disclosure on page F-56 that
investing activities includes other investments not included in  cash and cash equivalents.
Please tell us how you conclude d that it was appropriate to  classify these items as
operating cash flows.  Discuss the nature of these items in additional detail and tell us how these instruments are used in your opera tions.  Refer to paragraphs 16-17 of IAS 7.
 Notes to the Consolidated Fi nancial Statements, page F-9

 1.  Introduction, basis of presentation of the consolidated financial statements…, page F-9

 h) Comparative information, page F-19

 20. We note your disclosures on page F-20, as well as on page 124, that describe certain
gains and losses recorded in your Income St at

April 27, 2011

By U.S. Mail and facsimile  to 011-34-91- 257-1282

José Antonio Alvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid, Spain
Re: Banco Santander, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2009
 File No. 001-12518

Dear Mr. Alvarez:   We have completed our review of your f iling and do not have any further comments at
this time.
Sincerely,

Kevin W. Vaughn
Accounting Branch Chief

CORRESP
1
filename1.htm

April 19, 2011

Mr. Kevin W. Vaughn

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re:

Banco Santander, S.A.

Form 20-F for the Fiscal Year Ended December 31, 2009

File No. 001-12518

Dear Mr. Vaughn:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated April 5, 2011 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below. All references to page numbers in Santander’s responses are to pages in the filed version of the 20-F.

****************************

Form 20-F for the fiscal year ended December 31, 2009

General

1.

We note your response to prior comment 3 of our letter dated September 29, 2010. Please expand your qualitative materiality analysis to address your continuing business relationships with entities that are included in the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals List, such as Bank Sepah, Bank Mellat, and Banco Nacional de Cuba.

Response

Bank Sepah and Bank Mellat

As described in our response to your letter dated September 29, 2010, Grupo Santander has exposure to Bank Sepah and Bank Mellat resulting from long-term export credit facilities signed in the past with those banks. As of April 11, 2011, these credit facilities comprised the following:

§

€11.2 million owed by Bank Sepah to Grupo Santander pursuant to two bilateral credit facilities extended in May 1996 and in February 2004. These credit facilities mature on May 29, 2012 and September 11, 2013, respectively;

§

€3.0 million owed by Bank Mellat to Grupo Santander pursuant to two bilateral credit facilities extended in February 2000 and which mature in March 2012 and February 2012, respectively; and

§

€8.2 million owed by Bank Mellat to Grupo Santander pursuant to Banco Santander’s participation in a syndicated credit facility signed in June 2005, which matures on July 6, 2015.

1

Currently, both Bank Sepah and Bank Mellat have defaulted on their payments under all of these agreements and, as such, Banco Santander is being repaid the amounts due by official export credit agencies since between 95% and 99% of the outstanding amounts under these credit facilities are insured.

As described in our response dated October 29, 2010, Banco Santander also had certain performance guarantees (stand-by letters of credit to guarantee the obligations – either under tender documents or under contracting agreements – of contractors who participate in public bids in Iran) which were in place prior to April 27, 2007. However, we note that should any of the contractors default in their obligations under the public bids, Banco Santander would not be able to pay any amounts due to Bank Sepah or Bank Mellat since any such payments would be frozen pursuant to Council Regulation (EU) No. 961/2010 (the “Council Regulation”).

In light of the above, in assessing the qualitative materiality of our current relationships with Bank Sepah and Bank Mellat, we believe that the following must be considered:

§

We have severed our business ties with all Iranian banks and ceased all banking activities there (correspondent relationships, taking deposits from Iranian entities, and issuing export letters of credit), except in connection with our relationships with Bank Sepah and Bank Mellat, which are limited to legacy export credits and performance guarantees, which are conducted in compliance with all applicable law, including the Council Regulation. We do not believe these very limited activities constitute active business relationships.

§

We are not contractually permitted to cancel these arrangements without either (1) paying the guaranteed amount – which payment would be frozen as explained above (in the case of the performance guarantees) or (2) forfeiting the outstanding amounts due to us (in the case of the export credits).

§

At the time that the credit facilities and the performance guarantees were signed, many European governments, including the Spanish government, maintained normal diplomatic and trade ties with Iran, and their official export credit agencies (e.g. CESCE, COFACE, etc.) provided commercial and political risk insurance. The export credit facilities extended by Banco Santander were insured by these official export credit agencies.

In conclusion, we believe our contacts with Bank Sepah and Bank Mellat are an entirely insignificant and immaterial component of our business (from both a qualitative and quantitative basis).  Although these entities are included in the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, given the de minimis nature of these contacts,  and that the only way to terminate these relationships would be to incur losses, we do not believe these contacts would be harmful to our reputation.  Accordingly, we do not believe that our limited business dealings with Bank Sepah and Bank Mellat would be qualitatively material to a reasonable investor making an investment decision about our shares.

Banco Nacional de Cuba

In our letter dated October 29, 2010, we noted that Banco Santander and/or its affiliates had correspondent relationships with banks in a number of different countries, including Cuba, for the purpose of carrying out commercial transactions on behalf of our customers. Banco Nacional de Cuba was one of the correspondent banks named in our letter.  However, we have been able to confirm that the reference to Banco Nacional de Cuba was an error and that we do not maintain a correspondent account with that entity, nor do we have any other relationship with it.

2

Note 7. Debt Instruments. Page F-79

2.

We note your response and proposed disclosure to prior comment 16 of our letter dated September 29, 2010. Given the significance of gross unrealized losses on equity securities to the related equity securities’ fair value at December 31, 2009, please tell us and revise future filings to disclose total gross unrealized losses on securities segregated between those losses incurred for 12-months or less and those incurred for 12-months or more. Further, if any of your equity securities have been underwater for greater than 12- months, please tell us and further expand your proposed disclosure to address in more detail how you were able to conclude that no impairment was necessary at period end. Please specifically address how you considered paragraph 61 of IAS 39 in your other-than-temporary impairment analysis for underwater equity securities.

Response

Taking into consideration the Staff’s comment, in future filings we will enhance our disclosures regarding available for sale equity securities by expanding the disclosure in the Notes to our financial statements as set forth below.

In relation to our consideration of paragraph 61 of IAS 39, please consider that in absence of any specific guidance in IFRS to determine when the decline in the fair value of an investment in equity instruments should be considered as significant and prolonged, we have consistently applied the criteria established by the Bank of Spain for all financial entities operating in Spain (40% and 18 months, as detailed in our suggested disclosure below) in our impairment analysis.

 “The following table shows the breakdown as of December 31, 2009, by security type and by geographical location of the issuer, of the unrealized gains and the unrealized losses (recognized as Valuation adjustments in Equity) of our available for sale portfolio:

December 31, 2009

Millions of Euros

Unrealized gains

Unrealized losses

Net unrealized gains and losses

Fair value

Debt securities

Government and Central Bank debt

Spain

250

(10)

240

28,208

Other European countries

17

(4)

13

3,996

Latin America and other countries

172

(135)

37

26,409

Private debt

390

(165)

225

20,677

TOTAL DEBT SECURITIES

829

(314)

515

79,289

Equity securities

Domestic

Spain

86

(282)

(197)

2,478

International

United States

83

(5)

79

1,168

Other European countries

-

(192)

(192)

1,734

Latin America and other countries

655

(215)

440

1,952

TOTAL EQUITY SECURITIES

824

(694)

130

7,331

Of which:

Listed

667

(668)

(1)

5,877

Unlisted

157

(26)

131

1,455

3

Total “unrealized losses” on equity securities incurred for more than 12-months as of December 31, 2009 was €507 million.

At the end of each year, the Group makes an assessment of whether there is any objective evidence that any of its available for sale equity securities is impaired. The analysis includes, but is not limited to, the changes in the fair value of each asset, information about the issuer’s solvency and business, the near-term prospects of the issuer, the existence of any default or material adverse change in the issuer, the trend in both net income and the dividend pay-out policy of the issuer, information about significant changes with an adverse effect that have taken place in the environment in which the issuer operates, changes in general economic conditions, whether an equity security’s fair value is a consequence of factors intrinsic to such investment or, rather are consequence of uncertainties about the country’s or the overall economy, independent analyst reports and forecasts and other independent market data. The Group also analyses on a security-by-security basis the effect on the recoverable amount of each equity security of the significance and length of the decline in the fair value below cost. Unless extenuating circumstances exist, the Group considers reaching a 40% decline after 18 months below cost as indicators of objective evidence of impairment -nevertheless impairment is recorded as soon as the Group considers that recoverable amount could be affected although this percentage and length of decline have not been reached-.

If after completing the abovementioned analysis the Group considers that the presence of one or several of these factors could impact the recoverable amount, an impairment loss is recognized in the profit and loss account. Additionally, in all circumstances, if the Group does not have the intent and ability to retain its investment in an equity instrument for a period of time sufficient to allow for the anticipated recovery of its costs, the instrument is written down to fair value.

The financial statements in our Form 20F show the impairment recorded by the Group (€2,404 million -of which €2,042 million corresponded to the impairment of the ownership interests held in the Royal Bank of Scotland and Fortis –see Note 8.d- in 2008 and €494 million in 2009) as a consequence of the above assessments.

For those securities that presented unrealized losses as of December 31, 2009 and 2008, we completed the assessment mentioned above and concluded that no additional impairments were needed.”

During 2010 we completed again the analysis described above and we recognized impairments for all equity securities whose recoverable amounts we considered could be lower than their carrying value. Impairments recorded in 2010 included that corresponding to one specific equity security -whose unrealized losses for more than 12-months as of December 31, 2009  amounted to €212 million- after having considered significant and prolonged the decline in its fair value. No additional significant impairments were recorded in 2010 for the remainder of the equity securities that showed unrealized losses for more than 12-months as of December 31, 2009 because, after carrying out the abovementioned analysis, we concluded that their carrying value was still recoverable. These other equity securities with unrealized losses for more than 12-months (€295 million) are not material to the Group’s consolidated financial statements considered as a whole.

4

* * * *

If you have any questions regarding this letter or the responses, please do not hesitate to contact the undersigned at +34-91-289-3392.

Very truly yours,

/s/ José Manuel de Araluce Larraz

José Manuel de Araluce Larraz

Chief Compliance Officer

5

April 5, 2011

By U.S. Mail and facsimile  to 011-34-91- 257-1282

José Antonio Alvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid, Spain
Re: Banco Santander, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2009
 File No. 001-12518

Dear Mr. Alvarez:
 We have reviewed your supplemental response and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be ma de in future filings clearly
identifying new and deleted disclosure, or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe future revisions are appropriate, please tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
             Form 20-F for the fiscal year ended December 31, 2009

 General

1. We note your response to prior comment 3 of our letter dated September 29, 2010.
Please expand your qualitative materiality anal ysis to address your continuing business
relationships with entities that are include d in the U.S. Department of the Treasury’s
Office of Foreign Assets Cont rol’s Specially Designated Nationals List, such as Bank
Sepah, Bank Mellat, and  Banco Nacional de Cuba.

 José Antonio Alvarez Banco Santander, S.A. April 5, 2011 Page 2

Note 7. Debt Instruments, page F-79

2. We note your response and proposed disclosure  to prior comment 16 of our letter dated
September 29, 2010.  Given the significance of gross unrealized  losses on equity
securities to the related equ ity securities’ fair value at December 31, 2009, please tell us
and revise future filings to di sclose total gross unrealized lo sses on securities segregated
between those losses incurred for 12-months or  less and those incurred for 12-months or
more.  Further, if any of your equity securi ties have been underwa ter for greater than 12-
months, please tell us and fu rther expand your proposed disclosure to address in more
detail how you were able to concluded that no impairment was necessary at period end.
Please specifically address how you consider ed paragraph 61 of IAS 39 in your other-
than-temporary impairment analysis for underwater equity securities.

 You may contact Brittany Ebbertt, Staff Accountant at (202) 551- 3572 or me at (202)
551-3494 with any other questions.
Sincerely,

Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

October 29, 2010

Mr. Kevin W. Vaughn

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re:

Banco Santander, S.A.

Form 20-F for the Fiscal Year Ended December 31, 2009

File No. 001-12518

Dear Mr. Vaughn:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated September 29, 2010 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in boldface text with our response below. All references to page numbers in Santander’s responses are to pages in the filed version of the 20-F.

****************************

Form 20-F for the fiscal year ended December 31, 2009

General

1.

We note your disclosure on pages 24 and 26 that in October 2007, RFS Holdings B,V., a company owned partially by you, acquired ABN AMRO Holding N.V., which was renamed The Royal Bank of Scotland Holding N.V, in April 2010. We are aware of a U.S. Department of Justice press release dated May 10, 2010, reporting that the former ABN AMRO Bank N.V. agreed to forfeit $500 million to the United States in connection with violations of law that involved illegal U.S. dollar transactions on behalf of financial institutions and customers from Iran, Libya, Sudan, Cuba, and other countries sanctioned in programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”), including a limited number of transactions that occurred in 2007. Please tell us, to the best of your knowledge, whether the transactions covered by this agreement include transactions that occurred after ABN AMRO Holding N.V. was acquired by RFS Holdings B.V. Describe to us in reasonable detail the nature of any such transactions, the countries involved, and the aggregate dollar value of the transactions related to each country.

Response

We confirm that to the best of our knowledge none of the transactions covered by the Deferred Protection Agreement relate to transactions by ABN AMRO Holding N.V., ABN AMRO Bank N.V. or any of its controlled subsidiaries occurred after the acquisition of ABN AMRO Holding N.V. by RFS Holding B.V. on October 17, 2007.

1

2.

We note the disclosure on page 166 and elsewhere that you operate in Latin America and Asia, regions that can be understood to include Cuba, Iran, and Syria. As you know, Cuba, Iran, and Syria are identified by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please provide us with information regarding your contacts with those countries since your letter to us dated April 27, 2007. Your response should address both direct contacts and contacts through subsidiaries, affiliates, or other indirect means. It should describe any services or funds you have provided to individuals and institutions of those countries, directly or indirectly, since your letter, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by those governments since that time. Finally, discuss the applicability of Section 104 of the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 to any activities related to Iran.

Response

Iran

Our contacts with, and financial services related to, Iran are limited to the following:

Legacy export credits and performance guarantees:

Since our letter dated April 27, 2007, Grupo Santander has undertaken significant steps in withdrawing from the Iranian market. It has closed its representative office in Iran and has ceased all banking activities (correspondent relationship, taking deposits from Iranian entities, issuing export letters of credit) in that country, except with respect to certain long-term performance guarantees and export credits which were in place prior to that date and which we are not contractually allowed to cancel without paying the guaranteed amount (in the case of the performance guarantees) or forfeiting the outstanding credit amount (in the case of the export credits) to the Iranian beneficiary.

As of June 30, 2010, the amounts outstanding under long term export credits provided by Banco Santander are as follows: €17.8 million with Bank Sepah and €16.2 million with Bank Mellat. Of that amount, 98.7% is insured by official export credit agencies (Spanish CESCE and French COFACE).

The outstanding amount of performance guarantees (stand-by letters of credit to guarantee the obligations – either under tender documents or under contracting agreements – of contractors who participate in public bids in Iran) as of June 30, 2010 cannot be stated, since our systems track our exposure with respect to these types of stand-by letters of credit on a per applicant (as opposed to on a per beneficiary) basis. As a result, we cannot, without significant burden and expense, calculate our aggregate exposure to performance guarantees with respect to which the beneficiary is an Iranian entity.

Financial assets:

As of June 30, 2010, Banco Santander and its majority owned affiliate Banesto had € 2.7 million in loans (mortgages mainly) extended to Iranian nationals who had an account open with Grupo Santander.

Deposits:

In addition to these financial assets, the balance as of June 30, 2010 of current accounts, deposits and time deposits held in Grupo Santander by Iranian nationals (a total of 280 accounts) amounts to €5.6 million.

2

We believe that Section 104 of the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010 is not applicable to Grupo Santander, in light of the interpretations of the U.S. Department of the Treasury’s Office of Foreign Assets Control in Section 561.404 of the Iranian Financial Sanctions Regulations, 31 C.F.R. Part 561, since we do not believe we have engaged in any transactions or provided financial services that fall within the scope of this law.

Cuba

Our contacts with, and financial services related to, Cuba are limited to the following:

Correspondent relationships:

Banco Santander and/or its affiliates have correspondent relationships with banks in a number of different countries, including Cuba, for the purpose of carrying out commercial transactions on behalf of our customers. Correspondent relationships exist with the following Cuban banks: Banco Exterior de Cuba, Banco Internacional de Comercio, Banco Popular de Ahorro, Banco de Crédito y Comercio, Banco Financiero Internacional, Banco Nacional de Cuba and Banco Metropolitano. Our volume of commercial transactions to and from Cuba pursuant to these correspondent relationships continues to be very low, as explained in our letter of April 27, 2007.

Financial assets:

As of June 30, 2010, the total amount of financial assets related to Cuba was €41.2 million, of which €40.7 million corresponds to various loans to a tobacco export company, 50% owned by a UK based multinational tobacco company. The loans are guaranteed by the UK based multinational.

Deposits:

As of June 30, 2010, Banco Financiero Internacional had five time deposits with Banesto for a total value of €104.2 million. Banesto had received a further €2.0 million in deposits from Cuban non-financial entities. The balances of current accounts, deposits and time deposits made by Cuban entities and individuals in Banco Santander in Spain is €5.4 million (of which less than €0.4 million relates to the Cuban embassy and consulate and official press agency, and the rest pertains to approximately 450 Cuban nationals).

Sudan

Our contacts with, and financial services related to Sudan are very limited and relate to the following:

Correspondent relationships:

As explained in our letter of February 2, 2007, our correspondent banking relationships in Sudan are – and historically have been – de minimis. Currently, Banco Santander does not maintain a correspondent banking relationship in Sudan, but two of its affiliates (Banesto and Banco Santander Uruguay) do so with the purpose of supporting the commercial activity of their customers in Sudan. The banks with which there is a correspondent banking relationship are Byblos Bank Africa Limited and Sudanese French Bank.

Financial assets and financial liabilities:

As of  June 30, 2010, the Group had financial assets of €0.006 million from Sudanese nationals and financial liabilities of €0.011 million to Sudanese nationals.

3

Syria

Our contacts with, and financial services related to, Syria are very limited and relate to the following:

Correspondent relationships:

After our letter of April 27, 2007, Santander cancelled its correspondent banking relationship with the Commercial Bank of Syria. Banesto, an affiliate of Grupo Santander, maintains correspondent banking relationships with Damascus Syrian Arab Republic – Arab Bank Syria, S.A., Banque Bemo Saudi Fransi and Banque Centrale de Syrie. The activity is very low.

Financial assets:

As of June 30, 2010, the total amount of financial assets related to Syria was €0.012 million.

Deposits:

As of June 30, 2010, Syrian nationals maintained current accounts, deposits and time deposits in the Group for a total amount of €7.4 million. Of such amount, €3.2 million was held in two current accounts by one individual in Banco Santander (Suisse), €1.0 million was held by the Syrian embassy in Madrid, and the rest was widely distributed.

3.

Please discuss the materiality of any contacts with Cuba, Iran, Sudan, and Syria that you, describe in response to the foregoing comments, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of revenues, assets, and liabilities associated with each of Cuba, Iran, Sudan, and Syria for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. As you know, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Iran, Sudan, and Syria.

Response

In assessing the materiality of our contacts with Iran, Cuba, Sudan and Syria, we believe that they are an entirely insignificant and non-material component of our business. In assessing the materiality of our contacts with these countries, both individually and in the aggregate, we have considered both quantitative and qualitative factors. For the reasons we describe below, we believe that our contacts with Iran, Cuba, Sudan and Syria are not material to our results of operations or financial condition. We further believe that, in light of the de minimis size and nature of these contacts, such contacts do not constitute a material investment risk for our securityholders. Our assessment of qualitative factors included consideration of the potential impact of our corporate activities in these countries upon our reputation and share value.

In quantitative terms, we believe that our contacts with these countries, individually and in the aggregate, are not material. In terms of our results of operations, we estimate that less than 0.02% of our net attributable income and less than 0.01% of our net interest income for the six

4

months ended June 30, 2010 were generated from our contacts with these countries. These contacts have made no material contribution to our results of operations and are not expected to have any material impact in subsequent periods. In terms of our financial condition, as of June 30, 2010, the aggregate financial assets held by Grupo Santander of these four countries represent less than 0.01% of the consolidated financial assets of the Group, and the aggregate financial liabilities of Grupo Santander with these four countries represent less than 0.02% of the consolidated financial liabilities of the Group. Although we are unable to estimate the impact of our contacts with these countries on our results of operations and financial condition for prior periods without undue burden and expense, we believe the estimates as of June 30, 2010 are generally consistent with the magnitudes of such impact on our results of operations and financial condition since our letter of April 27, 2010. Accordingly, these contacts have made no material contribution to our results of operations or financial condition, nor are they expected to have any material impact thereon in subsequent periods.

Further, we do not believe that any of our past or current contacts with these countries would be qualitatively material to a reasonable investor making an investment decision about our shares. Rather, we believe that any reasonable investor would expect a bank such as ours to have correspondent banking relationships throughout the countries of the world with which the Spanish government maintains trade relations.

Item 3. Key Information

A. Selected Financial Data, page 6

4.

We note your disclosure of certain Credit Quality Data information and ratios on pages 8 and 9. In order to promote greater clarity and transparency, specifically related to your loans and lending credit quality, please revise future filings to present the ratio of your allowances for impaired balances, inclusive of country risk but exclusive of the allowance for contingent liabilities, as a percentage of only gross loans. We believe this would present a more accurate reflection of the coverage of your allowance related only to loan losses to total gross loans. To the extent you choose to continue to present your other ratios, such as those where the denominator includes contingent liabilities, please revise to more clearly disclose their usefulness and limitations in evaluating the credit quality of your loan portfolio.

Response

We disclose our ratio for the Allowances for impaired balances (excluding country risk and including contingent liabilities) as a percentage of total loans and contingent liabilities because we consider it useful information when evaluating credit quality since it reflects the coverage of our balances with customers that bear credit risk (both on balance-sheet and off balance sheet items).

Nevertheless, we have taken into consideration the Staff’s comments concerning enhanced clarity and transparency of the information relating to our loan portfolio credit quality data and, accordingly, we will present the credit quality data including and excluding contingent liabilities in order to provide the reader the relevant information to compare it with similar ratios presented by other institutions in the banking industry.

5

We will retain the disclosure of the allowance for impaired balances including contingent liabilities and have included a footnote to the table explaining why we believe the ratio is important.

We present below the modifications that we will include, in future filings, in the section “Credit Quality Data” of the table included on page 8 of our 20-F (we have underlined the wording that we have added and struck through deleted text):

2009

2008

2007

2006

2005

Credit Quality Data  (excluding country risk)

Loans and advanc

CORRESP
1
filename1.htm

October 20, 2010

Mr. Kevin W. Vaughn

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re: Banco Santander, S.A.

       Form 20-F for the Fiscal Year Ended December 31, 2009

       File No. 001-12518

Dear Mr. Vaughn:

On behalf of Banco Santander, S.A. (“Santander”), in connection with the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission set forth in your letter dated September 29, 2010 in connection with the abovementioned Annual Report on Form 20-F of Santander, I am writing to confirm an extension of the deadline to respond to the Staff’s comments to October 29, 2010, as was discussed and granted in your conversation with our counsel, Maurice Blanco of Davis Polk & Wardwell LLP, on October 19, 2010.

If you have any questions regarding this letter, please do not hesitate to contact the undersigned at + 34-91-289-15-94.

Very truly yours,

/s/ Mónica Cueva Díaz

Mónica Cueva Díaz

Chief Accounting Officer

CORRESP
1
filename1.htm

October 14, 2010

Mr. Kevin W. Vaughn

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

Re: Banco Santander, S.A.

       Form 20-F for the Fiscal Year Ended December 31, 2009

       File No. 001-12518

Dear Mr. Vaughn:

On behalf of Banco Santander, S.A. (“Santander”), in connection with the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission set forth in your letter dated September 29, 2010 in connection with the abovementioned Annual Report on Form 20-F of Santander, I am writing to confirm an extension of the deadline to respond to the Staff’s comments to October 19, 2010, as was discussed and granted in your conversation with our counsel, Maurice Blanco of Davis Polk & Wardwell LLP, on October 13, 2010.

If you have any questions regarding this letter, please do not hesitate to contact the undersigned at +34-91-289-15-94.

Very truly yours,

/s/ Mónica Cueva Díaz

Mónica Cueva Díaz

Chief Accounting Officer

September 29, 2010

By U.S. Mail and facsimile  to 011-34-91- 257-1282

José Antonio Alvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid, Spain
Re: Banco Santander, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2009
 File No. 001-12518

Dear Mr. Alvarez:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
             Form 20-F for the fiscal year ended December 31, 2009

 General

1. We note your disclosure on pages 24 and 26 th at in October 2007, RFS Holdings B.V., a
company owned partially by you, acquired ABN AMRO Holding N.V., which was renamed The Royal Bank of Scotland Holdi ng N.V. in April 2010.  We are aware of a
U.S. Department of Justice press releas e dated May 10, 2010, reporting that the former
ABN AMRO Bank N.V. agreed to forfeit $500 million to the United States in connection
with violations of law that i nvolved illegal U.S. dollar transa ctions on behalf of financial

 José Antonio Alvarez Banco Santander, S.A. September 29, 2010 Page 2

institutions and customers from Iran, Libya, Sudan, Cuba, and other countries sanctioned
in programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), including a limited nu mber of transactions that occurred in
2007.  Please tell us, to the best of your know ledge, whether the transactions covered by
this agreement include transactions that occurred after ABN AMRO Holding N.V. was
acquired by RFS Holdings B.V.  Describe to us in reasonabl e detail the nature of any
such transactions, the count ries involved, and the aggr egate dollar value of the
transactions related to each country.

2. We note the disclosure on page 166 and else where that you operate in Latin America and
Asia, regions that can be understood to in clude Cuba, Iran, and Syria.  As you know,
Cuba, Iran, and Syria are identified by the U.S.  Department of State as state sponsors of
terrorism, and are subject to U.S. economic sanc tions and export controls.  Please provide
us with information regarding your contacts w ith those countries si nce your letter to us
dated April 27, 2007.  Your response should a ddress both direct c ontacts and contacts
through subsidiaries, affiliates, or other indirect  means.  It should describe any services or
funds you have provided to indi viduals and institutions of those countries, directly or
indirectly, since your letter, and any agreem ents, commercial arrangements, or other
contacts you have had with the governments of  those countries or en tities controlled by
those governments since that time.   Finally, discuss the applicability of Section 104 of the
Comprehensive Iran Sanctions, Accountabi lity, and Divestment Act of 2010 to any
activities related to Iran.

3. Please discuss the materiality of any contacts  with Cuba, Iran, Sudan, and Syria that you
describe in response to the fo regoing comments, and whether those contacts constitute a
material investment risk for your security holders.  You should address materiality in
quantitative terms, including the approxima te dollar amounts of revenues, assets, and
liabilities associated with each of Cuba, Ira n, Sudan, and Syria for the last three fiscal
years and the subsequent interim period.  Als o, address materiality in terms of qualitative
factors that a reasonable i nvestor would deem important in making an investment
decision, including the potential impact of corporate activities upon a company’s
reputation and share value.  As you know, va rious state and municipal governments,
universities, and other inve stors have proposed or adopted divestment or similar
initiatives regarding investment in companie s that do business with U.S.-designated state
sponsors of terrorism.  Your materiality anal ysis should address the potential impact of
the investor sentiment evidenced by such acti ons directed toward companies that have
operations associated with Cuba, Iran, Sudan, and Syria.
 Item 3. Key Information

 José Antonio Alvarez Banco Santander, S.A. September 29, 2010 Page 3

A. Selected financial data, page 6

4. We note your disclosure of certain Credit Qual ity Data information and ratios on pages 8
and 9.  In order to promote greater clarity a nd transparency, specifically related to your
loans and lending credit quality, pl ease revise future filings to present the ratio of your
allowances for impaired balances, inclusiv e of country risk but exclusive of the
allowance for contingent liabilit ies, as a percentage of only gr oss loans.  We believe this
would present a more accurate reflection of th e coverage of your allowance related only
to loan losses to total gross lo ans.  To the extent you choos e to continue to present your
other ratios, such as those where the denomin ator includes contingent  liabilities, please
revise to more clearly disclo se their usefulness and limitatio ns in evaluating the credit
quality of your loan portfolio.
 Item 4. Information on the Company

 Recent Events – Downgrade of Greek and Spanish Sovereign Debt Ratings, page 30

5. We note your disclosure related to the recent downgrades of Greek, Spanish and
Portuguese debt ratings and the European Ce ntral Bank’s recent actions to off-set the
negative impacts from the debt ratings downgr ades.  Given these market concerns, and
your significant exposure to sovereign count erparties, please tell us and enhance your
disclosure in future filings to provide fu rther quantitative exposure, by country, to any
country whose credit rating is AA or below.  Further, in light of your exposure to Spain,
please revise this section to quantify your exposure to Spanish sovereign debt.  As part of
your response, please identify th e financial statement line item in which these exposures
are included.
 Non-Accrual of Interest Requirements, page 57

6. Please revise your future filings  to address the following:
a. Clarify whether you have ceased the accrual of interest income on loans classified as
non-accrual and explain the difference betw een a loan classified as non-accrual
versus impaired.  If you have ceased the accru al of interest income, please tell us how
you apply the guidance in paragraph AG 93 of IAS 39.
b. If you continue to accrue inte rest pursuant to paragraph AG93 on loans classified as
“nonaccrual”, please revise your future filings to more accurately label these loans.
Please revise future filings to clarify wh ether you recognize as interest income the
accretion of the net present value of the wr itten down amount of the loan due to the
passage of time based on the original e ffective interest rate of the loan.
c. More thoroughly discuss specifically how  your non-accrual policy affects other
aspects of your loan portfolio, such as pa st due and nonaccrual loans, as well as other
aspects of your credit quality such as char ge-offs, the provision, and the allowance for
loan losses.

 José Antonio Alvarez Banco Santander, S.A. September 29, 2010 Page 4

 Bank of Spain Charge-off Requirements, page 61

7. Please address the following regarding your di sclosure here: “Otherwise, the Bank of
Spain requires Spanish banks to charge-off non-performing assets four years after they
were classified as non-performing. Spanish banks may carry fully secured past-due
mortgage loans beyond this four-year deadline  for up to six years if there ar e objective
factors that indicate an impr oved likelihood of recovery.”
a. Tell us how this relates to your following disclosure on page 89, “According to Bank
of Spain’s requirements, non-performing loans must be wholly provisioned (hence all
the credit loss recognized) when they are mo re than 24 months overdue, or after more
than 6 years for secured mortgage loans.”
b. Further, tell us what you mean by “wholly provisioned” and why an impaired loan
would not need to be wholly provisioned to recognize the full amount of credit loss
on the loan at the time it was init ially deemed to be impaired.
c. In light of the fairly long-t erm triggers such as two to six years as referenced above
and in order to provide transparency into  the length of delinquencies within your
portfolio, please tell us and revise your future  filings to provide an aging of your past
due loans by category that quantifies by seri es of buckets to u nderstand the length of
time loans have been past due.  Please provi de sufficient granularity in your buckets
to allow the reader to understand the progression of loans over time.  Provide
narrative disclosure addressing any delinquency trends reflected.

Movements in Allowance for Credit Losses, page 62

8. Please revise future filings to present the ratio of net charge offs against credit loss
allowance to average loans outstanding for a ll periods, as required by Item IV.A of
Industry Guide 3.

9. Please tell us and revise your future filings to  more clearly identify th e factors that led to
the significant increase in charge-offs in 2009 compared to 2008.  In particular, please
clearly address the increase in charge-offs in  commercial loans outside of Spain.  Identify
and discuss the trends you experienced and your  expectations for how and the extent to
which these identified trends will continue to  affect you in terms of future impairment
losses charged to the income statement and future charge-offs.

10. Please address the following regarding the line item titled “Inclusion of acquired
companies’ credit loss allowances” in your ro llforward of the Allowance for credit losses
on page 62.  The same amounts appear to be ti tled “Inclusion of entities in the group in
the year” in your rollforward on page F-86. a. Tell us and revise your future filings to more clearly describe  the nature of the
amounts presented in this line item.

 José Antonio Alvarez Banco Santander, S.A. September 29, 2010 Page 5

b. To the extent that this line item represents  allowances related to loans acquired in
business combinations, please tell us how you considered the guidance of paragraph
B41 of IFRS 3.
c. Revise your credit quality di sclosures to more clearly id entify, discuss, and quantify
the impact of your accounting treatment of loans acquired in business combinations
on your allowance, impairment losses charge d to income statement, charge-offs, and
related ratios.  If true, discuss the fact th at since no allowance is recognized on these
loans at the acquisition date, your allowance,  impairment losses charged to income
statement, charge-offs, and related ratios will  be affected and may not be comparable
to prior periods or to your competitors.
 Other Non-Accruing Balances, page 67

11. We note your reference to restructured loans.  Please revise your future filings to address
the following: a. Discuss how you identify loans to be restructured;
b. Quantify the amount of restructured loans (by loan type), and separately disclose the
amounts in accrual and nonaccrual status;
c. Quantify the types of concessions you have  made (e.g. reduction of interest rate,
payment extensions, forgiveness of prin cipal, forbearance or other actions) and
discuss your success with the different t ypes of concessions (qualitatively and
quantitatively);
d. Disclose your policy regarding how many payments the borrower needs to make on
the restructured loans before you retu rn the loan to accrual status; and
e. Discuss how restructured loans impact the timing of the recording of the provisions
for impairment losses.  For example, discu ss whether the largest effect of the loan
modification is recorded during the peri od of the modification or whether the
modification has largely been reserved  for under your normal reserving methodology
prior to the modification.
 Item 5. Operating and Financial Review

 G. Other Disclosures – Higher-Risk Loans, page 126

12. We note your reference to an “affordability rate” here and on page 219.  Please revise
future filings to include a description of this  measure and to discuss in detail how this
measure relates to your lending policies and procedures.
  Item 18. Financial Statements

 Note 2. Accounting Policies and Measurement Bases

 José Antonio Alvarez Banco Santander, S.A. September 29, 2010 Page 6

b(v). Basis of consolidati on – Other matters, page F-23

13. We note your disclosure related to “compa nies less than 50% owned by the Group that
constituted a decision-making unit at Decem ber 31, 2009 and which, therefore, were
accounted for as subsidiaries.”  Please tell us and revise future filings to disclose more
information related to these entities as well as your basis under the accounting literature
for consolidation.  In your response and disclosures, plea se specifically address the
purpose of the various entities and descri be the meaning and purpose of your term
“decision-making unit.”
 j. Reinsurance assets an d liabilities under insurance contracts, page F-39

14. Please tell us and revise future filings to disclose the type(s) of insurance offered (e.g.
health, life, etc.) and a description of each t ype(s) offered.  To the extent your accounting
policies vary by type of insurance unde rwritten, please expand to clarify.
 Note 7. Debt Instruments, page F-79

15. We note that approximately 46% and 60% of your  total debt instruments portfolio relates
to securities either issued by fi nancial institutions or other fi xed-income securities.  In an
effort to provide greater transparency and gr anularity in your disclo sure, please consider
disaggregating these categories further into addi tional classes of financial instruments.  In
addition, please consider disc losing the underlying securities ’ credit ratings or issuer
financial condition.  Please provide us w ith your proposed revised future filings
disclosures.

16. We were unable to locate disclosure of the total gross unrealized gains and/or losses for
either your available-for-sale debt instru ments or your available-for-sale equity
instruments, which are disclosed in Note 8 beginning on page F-80.  In the interest of
transparency and consistent w ith the guidance in paragraph 31  of IFRS 7, please revise
your future filings to provide disclosures that will enable a reader to more clearly assess
the extent of your impairment risk expos ure on your available-for-sale investment
portfolio.  For example, consider revising your  disclosure to separately present gross
unrealized losses and gross unrea lized gains on investment secu rities.  Please tell us and,
in order to provide greater transparency to the reader, also consider disclosing the gross
unrealized losses by duration (e.g. less than 12 months and greater than 12 months)
and/or by security type.
               We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are

 José Antonio Alvarez Banco Santander, S.A. September 29, 2010 Page 7

in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

January 12, 2010

By U.S. Mail and facsimile  to 011-34-91-257-12-82

José Antonio Alvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain
Re: Banco Santander, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2008 Filed June 30, 2009
 File No. 001-12518
 Dear Mr. Alvarez:   We have completed our review of your Form 20-F and have no further comments
at this time.           S i n c e r e l y ,
Rebekah Blakeley Moore Senior Accountant

CORRESP
1
filename1.htm

Correspondence

January 5, 2010

Ms. Rebekah Blakeley Moore

Senior Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

    Re:

    Banco Santander, S.A.

    Form 20-F

    Filed June 30, 2009

    File No. 001-12518

Dear Ms. Moore:

On behalf of Banco Santander, S.A. (“Santander”), I hereby submit Santander’s responses to the
comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States
Securities and Exchange Commission (the “Commission”) set forth in your letter dated December 11,
2009 in connection with the above referenced Annual Report on Form 20-F (the “20-F”) of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in
boldface text with our response below. All references to page numbers in Santander’s responses are
to pages in the filed version of the 20-F.

****************************

1. Introduction, basis of presentation of the consolidated financial statements and other
information
(b) Events after the balance sheet date, page F-19

    1.

    We note in your response to prior comment 2 that you felt it was “not
necessary to recognize any legal liability” related to these events as “the decision
to offer the solution was taken in view of the exceptional circumstances attaching to
these events and based on solely commercial reasons” relating to maintaining
relationships with your customers. Based on these statements, it appears that these
expenses were incurred as a result of your decision to offer these solutions.
Therefore, it remains unclear how you concluded that, these events represented a
“settlement after the reporting period of a court case that confirms that the entity
had a present obligation at the end of the reporting period” (paragraph 9(a) of IAS
10) since you were not legally obligated or court directed to offer solutions to
customers. Please provide us with more detailed information about your decision to
record a provision for these events as of December 31, 2008 given that you concluded a
legal liability was not necessary.

Please see our response to comment #2 below.

    2.

    Based on the fact that you concluded it was not necessary to record a legal
liability as of year-end and that your decision to offer solutions appears to be
voluntary based on commercial reasons, it is unclear to us from your response how
these events constituted a present obligation at December 31, 2008 as defined in IAS
10. Specifically, it is unclear how the solutions offered to former Lehman customers in February 2009 and
former Madoff private banking customers in January 2009 do not qualify as non-adjusting
events under paragraph 22(j) of IAS 10. Please provide additional information regarding
how you were able to conclude that these events qualified as present legal obligations
that required a provision for the estimated cost of resolution as of December 31, 2008.

We set forth below a combined response to comments #1 and #2. However, in order to adequately focus
our response, we kindly call the attention of the Staff to the following statement in comment #1
above:

“Therefore, it remains unclear how you concluded that, these events represented a
“settlement after the reporting period of a court case that confirms that the entity had a
present obligation at the end of the reporting period” (paragraph 9(a) of IAS 10)”

To clarify, we did not intend to conclude that these events represented “a settlement after the
reporting period of a court case...” We rather included in our response the following statement in
order to support what appears underlined in the same paragraph:

Paragraph 9(a) of IAS 10 establishes that:

“ (a) The settlement after the reporting period of a court case that confirms that the
entity had a present obligation at the end of the reporting period. The entity
adjusts any previously recognized provision related to this court case, in accordance with
IAS 37 Provisions, Contingent Liabilities and Contingent Assets, or recognizes a new
provision. The entity does not merely disclose a contingent liability because the
settlement provides additional evidence that would be considered in accordance with
paragraph 16 of IAS 37.”

According to IAS 37 (p17), in determining whether a provision should be recognized, the “present
obligation” does not need to be a legal obligation; constructive obligations also give rise to
provisions if the other two criteria for recognizing provisions in paragraph 14 are met: (1) the
occurrence of an outflow of economic benefits is probable and (2) a reliable estimate of the amount
of the obligation can be made. If, however, a present obligation existed, but these two criteria
were not met, then the item would have been treated as a contingent liability, and would have been
disclosed as such unless it was remote.

In our previous response to Staff’s comments, we summarized our conclusion as follows:

“Even though no legal liability was deemed to be necessary as a consequence of the Group’s
clients affected by Lehman and Madoff, their explicit disappointment towards the
Bank made us believe that it could lead to claims and a significant loss of business.
Consequently, the Group recognized as of December 31, 2008 a provision for the
estimated cost from resolving the situation and maintaining its good reputation and
business relationships with affected clients, to whom due communication of the formerly
decided solution occurred prior to the end of February 2009. Hence, prior to the date
of issuance of the financial statements (March 23, 2009), the Group considered the issue
resolved in virtue of the abovementioned solutions, and a new provision amounting to the
cost of the solution needed to be recognized as of the date of the financial statements, in
compliance with paragraph 9(a) of IAS 10.”

As described above we believe that the allegations against us both with respect to the Lehman
bankruptcy and with respect to the Madoff fraud were without merit and that we would have prevailed
in a court of law. However, in the fourth quarter of 2008 we had discussions with most of our
customers affected by these two events. As a result of: (1) our assessment of the customer
complaints we received whereby our customers’ disappointment was noticed; (2) the solution offered
to our customers who had purchased the product Seguro Banif Estructurado, which had
as an underlying security a bond issued and guaranteed by Lehman (an exchange offer to replace the
Lehman issuer risk with that of Santander’s subsidiaries was announced on November 12, 2008 and closed on December 23, 2008); and (3) the much higher visibility
of the Madoff case, we considered that we had raised a reasonable expectation (as indicated in
paragraph 20 of IAS 37) for payment on the part of our affected customers at December 31, 2008, and
we decided that it was in our best interest to make an offer (due to commercial reasons) to those
customers to eliminate both asserted and potential unasserted claims regarding these two events.

Further, although the offers were made in January 2009 (to our private banking customers affected
by the Madoff fraud through the Optimal Strategic fund) and in February 2009 (to our remaining
customers affected by the Lehman bankruptcy who could not benefit from the first solution announced
in November 2008 since that first exchange had been proposed only to buyers of the product
Seguro Banif Estructurado), the offers resulted from our discussions with these customers in
the latter part of 2008, as explained above. Consequently, considering that both Lehman’s
bankruptcy and the Madoff fraud represent past events as defined in IAS 37, as both transpired in
2008, once a determination was made that a present obligation existed and that the other two
criteria for recognizing provisions in paragraph 14 were met, we determined that the recognition of
an obligation in accordance with IAS 37 was necessary as of December 31, 2008.

In summary, our conclusion is that these past events (produced by the Lehman bankruptcy and the
Madoff fraud) qualified as present obligations, though not of a legal nature; that it was probable
that an outflow of resources embodying economic benefits would be required to settle the
obligation; and a reliable estimate could be made of the amount of the obligation. A provision for
the estimated cost of resolution as of December 31, 2008 was therefore required, regardless of
whether the solutions offered to customers were made public subsequent to that date.

As a consequence and, as indicated in our response letter dated October 23, 2009, in future
filings, we will add the following disclosure (enhanced by the underlined wording with respect to
our prior response letter):

“We determined that these events were adjusting events as that term is defined by paragraph 3
of IAS 10, and based on paragraph 14 of IAS37, as they provide evidence of conditions that
existed at the end of the reporting period”

* * * *

If you have any questions regarding this letter or the responses, please do not hesitate to contact
the undersigned at 34-91-289-33-92.

Very truly yours,

/s/
José Antonio Álvarez
José Antonio Álvarez

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

December 11, 2009

By U.S. Mail and facsimile  to 011-34-91-257-12-82

José Antonio Alvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain
Re: Banco Santander, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2008 Filed June 30, 2009
 File No. 001-12518
 Dear Mr. Alvarez:
 We have reviewed your letter filed on November 13, 2009 and have the following
comments.  Where indicated, we think you s hould revise your document in response to
these comments in future filings.  If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In your response, please indi cate your intent to include
the requested revision in future filings and pr ovide a draft of your proposed disclosures.
In some of our comments, we may ask you to  provide us with information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for the year ended December 31, 2008

Consolidated Financial Statements

José Antonio Alvarez
Banco Santander, S.A. December 11, 2009 Page 2  1. Introduction, basis of presentation of the c onsolidated financial statements and other
information – (h) Events after the balance sheet date, page F-19

1. We note in your response to prior commen t 2 that you felt it was “not necessary to
recognize any legal liability” re lated to these events as “the decision to offer the
solution was taken in view of the exceptional circumstances attaching to these events and based on solely commercial reasons” relating to maintaining relationships with your customers.  Based on these statements, it appears that these expenses were incurred as a result of  your decision to offer these solutions.
Therefore, it remains unclear how you conc luded that, these events represented a
“settlement after the reporting period of a court case that confirms that the entity
had a present obligati on at the end of the reporting period” (par agraph 9(a) of IAS
10) since you were not legally obligated or  court directed to offer solutions to
customers.  Please provide us with more  detailed information about your decision
to record a provision for these events as of December 31, 2008 given that you
concluded a legal liability was not necessary.
 2. Based on the fact that you concluded it was not necessary to record a legal
liability as of year-end a nd that your decision to offe r solutions appears to be
voluntary based on commercial reasons, it is unclear to us from your response
how these events constituted a present legal obligation at December 31, 2008 as
defined in IAS 10.  Specifically, it is unclear how the solutions offered to former
Lehman customers in February 2009 and former Madoff private banking customers in January 2009 do not qualify as non-adjusting events under paragraph
22(j) of IAS 10.  Please provide additi onal information regarding how you were
able to conclude that these events qua lified as present legal obligations that
required a provision for the estimated cost  of resolution as of December 31, 2008.

  As appropriate, please respond to these comments within 10 business days or tell
us when you will provide us with a respons e.  Your response letter should key your
responses to our comments, indicate your inte nt to include the re quested revisions in
future filings, provide a draft of your proposed disclosures and provide any requested information.  Please understand that we may have additional comments after reviewing your responses to our comments.
 You may contact Brittany Ebbertt at (202) 551-3572 or  me at (202) 551-3303 if
you have questions.

Sincerely,    Rebekah Blakeley Moore Senior Accountant

CORRESP
1
filename1.htm

Correspondence

José Manuel de Araluce Larraz

Subdirector General

Cumplimiento y Relaciones Institucionales

October 23, 2009

Ms. Rebekah Blakeley Moore

Senior Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; mail stop 4561

Washington, D.C. 20549

U.S.A.

    Re:

    Banco Santander, S.A.

Form 20-F

Filed June 30, 2009

File No. 001-12518

Dear Ms. Moore:

On behalf of Banco Santander, S.A. (“Santander” or the “Bank”), I hereby submit Santander’s
responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the
United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated
September 30, 2009 in connection with the above referenced Annual Report on Form 20-F (the “20-F”)
of Santander.

I set forth below our responses to each of the Staff’s comments, indicating each comment in
boldface text with our response below. All references to page numbers in Santander’s responses are
to pages in the filed version of the 20-F.

****************************

Item 4. Information on the Company

Business Overview

Impaired Assets, page 71

    1.

    We note that your non-performing assets balance has increased significantly in each
of the last three years 2006, 2007 and 2008 and for the six-month period ended June 30,
2009. Please tell us and revise your disclosure in future filings to address the
following:

    a.

    Provide a more detailed disclosure related to changes in (and
related trends in) your non-performing assets balance. In this regard, please
provide a more granular discussion of the reasons for the increase in your
ratio of non-performing assets to computable credit risk as well as the
decrease in the coverage ratio. These trends do not appear to be directionally
consistent with your disclosures on page 207 regarding general worldwide
credit trends and the trends identified in your risk factor on page 19.

    b.

    Consider revising your disclosure on page 72 to provide
additional detail relating to the types of loans included in the “other”
category of non-performing loans.

    c.

    In your revised disclosures, specifically quantify how much
of the increase in non-performing loans was related solely to acquisitions
during the year versus the increase due to economic conditions or credit
quality.

In response to the Staff’s comment, in future filings, we will revise our disclosure relating
to Impaired Assets as set forth below, updated to reflect then-current results and financial
condition. We have provided a blackline of the new text (marked against the disclosure from the
20-F) to facilitate the Staff’s comparison with our prior disclosures. For ease of comparison and
to simplify the presentation, we have eliminated some formatting discrepancies reflected in the
blackline and have also eliminated 2004/2005 information from the tables.

Impaired Assets

The following tables show our impaired assets, excluding country-risk. We do not keep records
classifying assets as non-accrual, past due, restructured or potential problem loans, as those
terms are defined by the SEC. However, we have estimated the amount of our assets that would have
been so classified, to the extent possible, below.

    IFRS – IASB

    At December 31,

    At June 30,

    Non-performing assets

    2008

    2007

    2006

    2009

    2008

    (in thousands of euros, except percentages)

    Past-due and other non-performing assets (1) (2) (3):

    Domestic

    6,405,803

    1,887,167

    1,288,857

    8,642,963

    3,515,763

    International

    7,785,010

    4,291,488

    3,318,690

    13,108,642

    5,011,231

    Total

    14,190,813

    6,178,655

    4,607,547

    21,751,605

    8,526,994

    Non-performing loans as a percentage of total loans
assets to computable credit risk

    2.02
    %

    0.94
    %

    0.78
    %

    2.82
    %

    1.33
    %

    Net loan charge-offs as a percentage of total loans

    0.55
    %

    0.41
    %

    0.31
    %

    0.49
    %

    0.27
    %

    (1)

    We estimate that the total amount of our non-performing assets fully provisioned under
IFRS and which under US banking practices would have been charged-off from the balance sheet was
€1,567.0 million,
€1,302.6 million, €1,206.5 million, €1,582.0 million and €2,877.6
million at December 31, 2004, 2005, 2006, 2007 and 2008 respectively and €1,696.1 million
and €2,271.7 million at June 30, 2008 and 2009 respectively.

    (2)

    Non-performing assets due to country risk were €122.4,
€121.1, €83.0,83.0
million, €6.7 million and
€2.6 million at December 31, 2004, 2005, 2006, 2007 and 2008
respectively, and €5.8 million and €3.7 million at June 30, 2008 and 2009,
respectively.

    (3)

    We estimate that at December 31, 2004, 2005, 2006, 2007 and 2008 (i) the total amount of our
non-performing past-due assets was €3,501.03,841.2 million,
€3,367.1 million,
€3,841.2, 4,918.2 million and €11,773.3 million at December 31, 2006, 2007 and 2008,
respectively, and €6,859.9 million and €18,087.3 million at June 30, 2008 and 2009
respectively, and (ii) the total amount of our other non-performing assets was
€613.7766.3 million, €974.4 million, €766.3, €1,260.5 million and €2,417.5
million at December 31, 2006, 2007 and 2008, respectively and €1,667.1 million and
€3,664.3 million at June 30, 2008 and 2009 respectively.

We do not believe that there is a material amount
of assets not included in the foregoing
table where known information about credit risk at December 31, 2008 (unrelated|June 30, 2009
(not related to transfer risk inherent in cross-border lending activities) gave rise to serious
doubts as to the ability of the borrowers to comply with the loan repayment terms at such date.

Evolution of Impaired Assets

The following tables show|table shows the movement in our impaired assets (excluding
country-risk, see “—Country-Risk Outstandings”).

    IFRS-IASB

    Year ended December 31,

    Quarter ended

    (in thousands of euros)

    2006

    2007

    Mar. 31, 2008

    Jun. 30, 2008

    Sep. 30, 2008

    Dec. 31, 2008

    Mar. 31, 2009

    Jun. 30, 2009

    Opening balance

    4,341,500

    4,607,547

    6,178,655

    7,148,069

    8,603,616

    10,583,570

    14,190,814

    18,967,528

    Net additions

    2,567,912

    5,014,270

    1,964,351

    2,446,491

    3,089,943

    4,173,490

    5,290,125

    4,877,401

    Increase in scope of consolidation

    164,000

    1,000

    —

    —

    —

    2,029,000

    1,033,000

    —

    Exchange differences

    (96,000
    )

    (124,000
    )

    (110,498
    )

    4,775

    7,362

    (598,149
    )

    211,246

    369,976

    Write-offs

    (2,369,865
    )

    (3,320,162
    )

    (884,439
    )

    (995,719
    )

    (1,117,351
    )

    (1,997,097
    )

    (1,757,657
    )

    (2,463,300
    )

    Closing
balance (1)

    4,607,547

    6,178,655

    7,148,069

    8,603,616

    10,583,570

    14,190,814

    18,967,528

    21,751,605

    (1)

    Non-performing assets due to country-risk were €2.6 million, €6.7 million, €83.0
million, €121.1 million and €122.4 million at December 31, 2008, 2007, 2006, 2005 and 2004
respectively.

The Group’s non-performing assets (“NPA”) have increased during 2008 and 2009, mainly due
to (1) the rapid deterioration of the global macroeconomic environment and (2) the increase in the
Bank’s scope of consolidation (due to the acquisitions of Alliance & Leicester, Sovereign, Banco
Real, GE Money and RBS Europe). As shown in the table above, in the fourth quarter of 2008 and the
first quarter of 2009, the Group’s non-performing assets increased by €2.01 billion and €1.03
billion, respectively, due to acquisitions. Other
factors leading to the increase in the Group’s non-performing assets were the higher
volumes of lending in recent years and the change of mix (principally in Latin America) toward more
profitable products, but with a higher risk premium. The principal geographic drivers of the
increase in NPA, other than through acquisitions, were Spain, the United Kingdom and Brazil (which
together represent approximately 75% of the increase).

The increase in the NPA balance is also aggravated through the classification as
non-performing of the entire outstanding principal amount and accrued interest on any loan on which
any payment of principal, interest or agreed cost is 90 days or more past due. We refer to this
effect as the “individual loan drag effect”. An additional impact occurs by the so-called “client
drag effect”, through which Spanish banking groups classify as non-performing the aggregate risk
exposure (including off-balance sheet risks) to a single obligor, whenever the amount of
non-performing balances of such obligor exceeds 25% of its total outstanding risks (excluding
non-accrued interest on loans to such borrower). Both drag effects have a larger impact in the case
of mortgages and corporate loans due to the greater average amount of these loans.

Notwithstanding the above, in the second quarter of 2009, the formerly increasing trend of
net additions to NPA has reversed into a diminishing trend, consistent with what appears to be the
start of the recovery from the current economic downturn.

Impaired Asset Ratios

The
following tables show|table shows the total amount of our computable credit risk, the
amount of our non-performing assets by category, our allowances for credit losses, the ratio of
our impaired assets to total computable credit risk and our coverage ratio at December 31, 2008,
2007, 2006, 2005 and 2004.|the dates indicated.

    IFRS – IASB

    At December 31,

    At June 30,

    2008

    2007

    2006

    2009

    2008

    (in thousands of euros, except percentages)

    Computable credit risk (1)

    697,199,713

    649,342,484

    588,372,837

    771,854,783

    642,190,754

    Non-performing assets

    Mortgage loans

    3,564,812

    1,843,628

    1,364,317

    6,719,272

    2,408,444

    of which: individuals

    3,238,670

    1,584,516

    1,230,405

    5,947,223

    2,176,548

    Consumer loans

    5,711,326

    2,695,997

    2,093,490

    6,666,390

    3,462,714

    Credit cards and other

    1,163,543

    494,075

    383,658

    1,389,518

    770,918

    Enterprises

    2,534,192

    1,050,626

    709,896

    4,545,200

    1,736,176

    Corporate Banking

    1,130,459

    62,224

    38,300

    2,378,194

    115,906

    Public sector

    86,481

    32,105

    17,886

    53,031

    32,836

    Total non-performing assets

    14,190,813

    6,178,655

    4,607,547

    21,751,605

    8,526,994

    Allowances
for credit losses non-performing assets

    12,862,981

    9,302,230

    8,626,937

    15,726,617

    10,212,408

    Ratios

    Non-performing assets to computable credit risk

    2.02
    %

    0.94
    %

    0.78
    %

    2.82
    %

    1.33
    %

    Coverage ratio (2)

    90.64
    %

    150.55
    %

    187.23
    %

    72.30
    %

    119.77
    %

    (1)

    Computable credit risk is the sum of the face amounts of loans and leases (including
non-performing assets but excluding country risk loans), guarantees and documentary credits.

    (2)

    Allowances for credit losses non-performing assets as a percentage of non-performing
assets.

The ratio of non-performing assets to computable credit risk, or the NPL ratio, was 0.78%,
0.94%, 2.02%, 1.33% and 2.82% for the Group as a whole as of December 31, 2006, 2007, 2008 and June
30, 2008 and 2009, respectively. In the current economic downturn, the effect of which is
exacerbated by the drag effects described above, our non-performing loan ratio increased, and we
expect it will continue to do so although at a slower pace as highlighted by the recent quarterly
trend of diminishing net additions to NPAs discussed above.

The coverage ratio fell to 91% in December 2008, and further to 72.3% in June 2009. This
ratio is calculated as allowances for credit losses as a percentage of non-performing assets.

The main reasons for the increases in the NPL ratio and the decreases in the coverage
ratio are the following:

We establish our expectations of credit loss (and our corresponding allowances) for our
entire loan portfolio, not just for our non-performing assets. Our expectations of credit loss for
our whole portfolio typically increase at a slower rate than the rate at which our non-performing
assets increase, particularly during an economic downturn, when non-performing loans grow quickly
but the performing loan portfolio grows at a slower pace and with lower-risk loans, reflecting
caution due to macroeconomic conditions. As a result, the ratio of our non-performing assets to
computable credit risk typically increases since the numerator (non-performing assets) increases
faster than the denominator (computable credit risk). Similarly, our coverage ratio
typically decreases since, for the reasons discussed above, the numerator (allowances for
credit losses) does not increase as fast as the denominator (non-performing assets).

Additionally, to a lesser extent, the consolidation of Sovereign in the first quarter of
2009 with a coverage ratio of 66%, has also slightly decreased the Group’s average coverage
ratio.

We are currently highly exposed to real estate markets, especially in Spain and the United
Kingdom. Mortgage loans are one of our principal assets, comprising 49% of our loan portfolio as of
December 31, 2008, and we are focused on first home mortgages.  From 2002 to 2007, demand for
housing and mortgage financing in Spain increased significantly driven by, among other things,
economic growth, declining unemployment rates, demographic and social trends, and historically low
interest rates in the Eurozone. The United Kingdom experienced a similar increase in housing and
mortgage demand, driven by, among other things, economic growth, declining unemployment rates,
demographic trends and the increasing prominence of London as an international financial center. In
this favorable environment, the Group has maintained prudent risk management with an average loan
to value in Spain and the United Kingdom of 52% as of June 30, 2009. As a result of the general
macroeconomic deterioration in the second half of 2008, a percentage of these assets have become
non-performing and, as a result of the quality of the collateral, the inexistence of both option
ARM loans and of monthly payments below accrued interest, the requirements of allowances for these
non-performing assets have remained low.

As a result of the factors described above (the increase in the scope of consolidation,
the economic downturn, our higher lending volumes and the change of mix (principally in Latin
America)), our net impairment for credit losses were €4,677.2 million for the first half of
2009, an 88.9% or €2,200.7 million increase from €2,476.5 million for the same period in
2008. This increase did not have a significant impact on the attributable profit for the period due
to the positive evolution of income and the appropriate management of spreads.

Consolidated Financial Statements

1. Introduction, basis of presentation of the consolidated financial statements and other
information

(h) Events after the balance sheet date, page F-19

    2.

    We note your disclosure of the solution offered to customers affected by the Lehman
Brothers bankruptcy in February 2009 and the solution offered to your private banking
customers who had invested in Optimal Strategic affected by the Madoff fraud in January
2009. We further note that the cost of these solutions was recorded in your December 31,
2008 financial statements. Please include disclosure in future filings to clarify why
these events were adjusting events as that term is defined by paragraph 3 of IA

September 30, 2009

By U.S. Mail and facsimile  to 011-34-91- 257-1282.

José Antonio Alvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2008 Filed June 30, 2009
 File No. 001-12518
 Dear Mr. Alvarez:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments in
future filings and provide us with your proposed revisions.  If you disagree, we will consider your explanation as to why our co mments are inapplicable or a revision is
unnecessary.  Please be as detaile d as necessary in your explan ation.  In our comment, we
may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 4. Information on the Company

Business Overview
Impaired Assets, page 71

1. We note that your non-performing assets balance has increased significantly in
each of the last three years 2006, 2007 and 2008 and for the six-month period ended June 30, 2009.  Please tell us and revise your disclosure in future filings to
address the following:

a. Provide a more detailed disclosure related to changes in (and related
trends in) your non-performing assets balance.  In this regard, please

José Antonio Alvarez
Banco Santander, S.A.
September 30, 2009 Page 2
provide a more granular discussion of the reasons for the increase in your ratio of non-performing assets to com putable credit risk as well as the
decrease in the coverage ratio.  These trends do not appear to be
directionally consistent with your disclosures on page 207 regarding
general worldwide credit trends and the trends identified in your risk
factor on page 19.

b. Consider revising your disclosure on page 72 to provide additional detail
relating to the types of  loans included in the “other” category of non-
performing loans.

c. In your revised disclosures, specifically  quantify how much of the increase
in non-performing loans was related sole ly to acquisitions during the year
versus the increase due to economic conditions or credit quality.
 Consolidated Financial Statements

1.  Introduction, basis of presentation of the consolidated financial statements and other
information
(h) Events after the balance sheet date, page F-19
 2. We note your disclosure of the solution offered to customers affected by the
Lehman Brothers bankruptcy in Februa ry 2009 and the solution offered to your
private banking customers who had invested  in Optimal Strategic affected by the
Madoff fraud in January 2009.  We further no te that the cost of these solutions
was recorded in your December 31, 2008 fina ncial statements.  Please include
disclosure in future filings to clarify w hy these events were adjusting events as
that term is defined by paragraph 3 of IAS 10.

7.  Debt Instruments, page F-79

3. Please clarify your disclosure that at  December 31, 2008 other debt securities
totaling €22,487 million were assigned to own obligations.  In this regard, please
disclose whether this relates to collater al assigned to your own obligations or
whether this represents am ounts related to the repurchase of your own debt
securities.  If the latter is true, please tell us how the continued recognition of
these securities complies with paragraph 42 if IAS 39.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please pr ovide us with your proposed disclosures and
furnish a cover letter that keys your response to our comments, indicates your intent to include the requested revisi ons in your future filings and provides any requested

José Antonio Alvarez
Banco Santander, S.A. September 30, 2009 Page 3  supplemental information.  Please understand that we may have additional comments
after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Brittany Ebbertt at (202) 551-3572 or  me at (202) 551-3303 if
you have questions.

Sincerely,    Rebekah Blakeley Moore Senior Accountant

CORRESP
1
filename1.htm

             August 24,
      2009

      Securities
and Exchange Commission

      Division
of Corporation Finance

      100 F
Street, N.E.

      Washington,
D.C. 20549

                Re:

                Banco Santander, S.A. (the
      “Bank”) and Santander Finance Preferred, S.A. Unipersonal (the “Company”)
      Registration Statement (the “Registration Statement”) on Form F-4
      Registration File Nos. 333-160492 and
  333-160492-01

      Dear
Sir/Madam:

      The Bank
and the Company hereby request that the Commission declare their Registration
Statement on Form F-4 (File Nos. 333-160492 and 333-160492-01) effective on
August 25, 2009 at 9:00 a.m. or as soon thereafter as practicable.

      The Bank
and the Company understand and acknowledge that: (i) should the Securities and
Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;
(ii) the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Bank or the
Company from their full responsibility for the adequacy and accuracy of the
disclosure in the filing; and (iii) the Bank and the Company may not assert
staff comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

                Very
      truly yours,

                  Banco
      Santander, S.A.

                  By:

                /s/ Antonio Torío
      Martín

                Name:
                Antonio
      Torío Martín

                Title:
                Director
      of Corporate Capital Markets Financing

                    Santander
      Finance Preferred, S.A.

                    Unipersonal

                    By:

                  /s/ Antonio Torío
      Martín

                  Name:
                  Antonio
      Torío Martín

                  Title:
                  Director

CORRESP
1
filename1.htm

                  New
      York

                  Menlo
      Park

                  Washington
      DC

                  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
212 701 5950 fax

                      nicholas.kronfeld@davispolk.com

                August 7,
      2009

      Mr. Perry J. Hindin

      Special
Counsel

      Division of
Corporation Finance

      U.S. Securities and
Exchange Commission

      Mail Stop
3628

      100 F Street,
NE

      Washington, D.C.
20549-3628

                Re: Banco Santander, S.A.

                Registration
      Statement on Form F-4

                Filed
      July 9, 2009

                File
      No. 333-160492

      Dear Mr.
Hindin:

      On behalf of Banco Santander, S.A. (the “Company”), we are
writing to respond to the comments set forth in the letter of the staff of the
U.S. Securities and Exchange Commission (the “Staff”) dated July 30, 2009,
related to the above-referenced Registration Statement (the “Registration
Statement”).  In response to the comments set forth in the Staff’s
letter, the Company will amend the Registration Statement as described in this
response letter.

      We
have reproduced below in italics the Staff’s comments in the order in which they
were set out in your letter, numbered correspondingly, and have provided the
Company’s response immediately below each comment.

      General

      1.           Based
on telephone conversations with you during the week of July 20, 2009, it is the
Staff’s understanding that you will file a Schedule TO-I in connection with the
six exchange offers being registered pursuant to this registration statement as
soon as practicable on the date of commencement.  Please confirm in
your response letter.  Refer to Exchange Act Rule
13e-4(b)(1).  The following comments assume that a Schedule TO-I will
be filed.

      Response:  The
Company confirms that a Schedule TO-I relating to the six exchange offers will
be filed as soon as practicable on the date of commencement of the exchange
offers.

      2.           Please
also confirm in your response letter that the exchange offers will be open for a
full 20 business days, as required by Exchange Act Rule 14e-1(a).  See
Rule 13e-4(a)(3) for additional guidance on the definition of “business
day.”

                  Perry J.
      Hindin

                  August 7,
      2009

                  pg.
      2

      Response:  The
Company confirms that the exchange offers will be open for a full 20 business
days in accordance with Exchange Act Rule 14e-1(a).

      3.           Please
explain the basis upon which you have concluded that the exchange offers will
not have a going private effect.  Please see Exchange Act Rule
13e-3(a)(3)(ii).  To the extent Grupo Santander is relying on Exchange
Act Rule 13e-3(g)(2), please advise.

      Response:  The
Company submits that none of the exchange offers is a Rule 13e-3 transaction.
The Company acknowledges that each of the exchange offers will entail the
purchase of an equity security (as defined in the rule) by the issuer of such
security, or by an affiliate of such issuer (Rule 13e-3(a)(3)(i)(A)); however,
none of the exchange offers has a reasonable likelihood or a purpose of
producing, either directly or indirectly, either of the effects described in
Rule 13e-3(a)(3)(ii).

      First, the exchange
offers will not cause any of the classes of target securities in the exchange
offers to become eligible for termination of registration or termination or
suspension of reporting obligations (Rule 13e-3(a)(3)(ii)(A)) because each such
class is currently held of record by fewer than 300 persons, and is thus already
eligible for termination of registration under Rule 12g-4 and Rule 12h-6 and
termination of reporting obligations under Rule 12h-6 or suspension under Rule
12h-3.  Rule 12g5-1 defines “held of record” for purposes of Sections
12(g) and 15(d) of the Exchange Act; Rule 12g5-1(a)(3) states that securities
identified as held of record by one or more persons as trustees, executors,
guardians, custodians or in other fiduciary capacities with respect to a single
trust, estate or account shall be included as held of record by one
person.  Question 152.01 of the Exchange Act Compliance and Disclosure
Interpretations relating to Rule 12g5-1 clarifies that where securities are held
by institutional custodians such as Cede & Co., each of the depository’s
accounts for which the securities are held is a single record
holder.  Acupay System LLC, the exchange agent for the exchange
offers, has confirmed to the Company that 100% of each class of target
securities is held through The Depository Trust Company (“DTC”), and that each
class of target securities was held by fewer than 300 DTC participant accounts
as of a record date prior to the filing of the Company’s F-4 on July 9, as shown
in the table below:

                   Name of Target
      Security

                  CUSIP of Target Security

                  Number
      of DTC Participants Holding Target Security

                  Record
      Date

                7,600,000 outstanding 6.410%
      non-cumulative existing Series 1 preferred securities, par value $25,
      fully and unconditionally guaranteed by Banco Santander
      S.A.

                80281R300

                77

                July 7,
      2009

                20,000,000 outstanding 6.800% non-cumulative existing Series 4
      preferred securities, par value $25, fully and unconditionally guaranteed
      by Banco Santander S.A.

                80281R706

                70

                July 3,
      2009

                24,000,000 outstanding 6.500% non-cumulative existing
      Series 5 preferred securities, par value $25, fully and unconditionally guaranteed
      by Banco Santander S.A.

                80281R805

                63

                July 3,
      2009

                14,000,000 outstanding Floating Rate (Three-Month U.S.
      dollar LIBOR plus 0.52%) non-cumulative existing Series 6 preferred
      securities, par value $25, fully and unconditionally guaranteed by Banco
      Santander S.A.

                80281R888

                47

                July 3,
      2009

        Davis Polk & Wardwell
LLP

                Perry J.
      Hindin

                August 7,
      2009

                pg.
      3

                     Name of Target
      Security

                    CUSIP of Target Security

                    Number
      of DTC Participants Holding Target Security

                    Record
      Date

                  8,000,000 outstanding 7.300% existing
      Sovereign depositary
      shares (each representing a 1/1,000 interest in
      a Share of Series C Non-Cumulative Perpetual Preferred Stock), liquidation
      preference
      $25.

                  845905405

                  54

                  July 6,
      2009

                  1,000,000 outstanding 8.963% non-cumulative existing
      Abbey National trust preferred
      securities, liquidation preference $1,000, fully and unconditionally
      guaranteed by Abbey National plc.

                  002927AA9

                  24

                  July 7,
      2009

      Second, the
exchange offers are not reasonably likely to and are not intended to cause any
class of target securities in the exchange offers which is listed on a national
securities exchange or authorized to be quoted on an inter-dealer quotation
system of a registered national securities association to be neither so listed
nor so authorized (Rule 13e-3(a)(3)(ii)(B)).  The target securities in
five of the six exchange offers are currently listed for trading on the New York
Stock Exchange.  The target securities in the remaining exchange offer
are currently listed for trading on the Luxembourg Stock
Exchange.  Section 8 of the New York Stock Exchange (the “NYSE”)
Listed Company Manual states that the NYSE will initiate suspension and
delisting procedures with respect to preferred stock if (i) the aggregate market
value of publicly-held shares is less than $2,000,000 or (ii) the number of
publicly-held shares is less than 100,000.  The Company and its
advisers do not believe that there is a reasonable likelihood that the aggregate
market value or number of publicly-held shares of any of the target securities
will approach or decrease to below the thresholds set forth by the NYSE
following the completion of the exchange offers, nor is it the purpose of the
exchange offers to cause either of the foregoing to occur.

      As
an additional safeguard against the occurrence of a going private effect under
Rule 13e-3(a)(3)(ii)(B), the Company has made it a condition precedent to the
acceptance for settlement of the target securities of any series that such
settlement will not cause such series (i) not to be listed on the NYSE and (ii)
not to be authorized to be quoted on an inter-dealer quotation system of any
registered national securities association (see “The Exchange Offer—Conditions
to the Exchange Offer and Deemed Representations” on page 38).  If the
acceptance for exchange of any tendered target securities would cause the
applicable series of target securities to become delisted or unauthorized to be
quoted as described above, the Company will not close the exchange offer for
such series and would expect to commence a new exchange offer for such series,
subject to a maximum tender to prevent the occurrence of such delisting or loss
of authorization.

      The Company is not
relying on Exchange Act Rule 13e-3(g)(2).

      Front Cover
Page

      4.           We
note language indicating that withdrawal rights will not be available “during
any subsequent offering period.”  As Exchange Act Rule 13e-4 does not
provide for subsequent offering periods for the exchange offers registered in
the above registration statement, please revise such language
accordingly.

      Response: In response
to the Staff’s comment, the Company will revise the front and back cover of the
prospectus included in the Registration Statement to remove references to “any
subsequent offering period.”

        Davis Polk & Wardwell
LLP

                Perry J.
      Hindin

                August 7,
      2009

                pg.
      4

      Forward-Looking Statements,
page v

      5.           We
note the reference to the Private Securities Litigation Reform Act of 1995. We
remind you that the safe harbor protections for forward-looking statements
contained in the federal securities laws do not apply to statements made in
connection with a tender offer.  See Section 27A(b)(2)(C) of the
Securities Act, Section 21E(b)(2)(C) of the Exchange Act and Question 117.05 of
the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3
Compliance and Disclosure Interpretations (January 26, 2009) available at
www.sec.gov.  Please revise and refrain from referring to such safe
harbor provisions in any offers to exchange, future press releases or other
communications relating to the exchange offers.

      Response: In response
to the Staff’s comment, the Company will remove the reference to the Private
Securities Litigation Reform Act of 1995 in “Forward-Looking Statements” on page
v and will refrain from referring to such safe harbor provisions in any future
communications relating to the exchange offers.

      6.           We
also note the disclaimer in the last two paragraphs of this section regarding
the Issuer’s and the Guarantor’s obligations to update forward-looking
statements.  This disclaimer is inconsistent with your obligations
under Exchange Act Rule 13e-4(c)(3) to amend the Schedule TO to reflect a
material change in the information previously disclosed.  Please
revise and avoid using such statements in all future communications relating to
the exchange offers.

      Response: In response
to the Staff’s comment, the Company will revise “Forward-Looking Statements” to
undertake to revise or update publicly any forward-looking statements if such
revision or update is required by the federal securities laws.  The
Company will avoid using a blanket disclaimer of its obligation to update
forward-looking statements in future communications relating to the exchange
offers.

      Summary Consolidated
Financial Data, page 7

      7.           We
note that the registrants have incorporated by reference the financial
information required by Item 1010(a) of Regulation M-A and have provided some of
the summary information required by Item 1010(c).  Please provide the
information required by Item 1010(c)(4) and (c)(5) for Abbey National and
Sovereign or advise why such information is not material.  See
Instruction 6 to Item 10 of Schedule TO.  Also refer to telephone
interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly
Available Telephone Interpretations” that is available on the Commission’s
website at http://www.sec.gov for additional guidance.

      Response:  In
response to the Staff’s comment, the Company will provide the information
required by Item 1010(c)(4) of Regulation M-A for Abbey National and
Sovereign.  The Company would propose not to provide the information
required by Item 1010(c)(5) of Regulation M-A.  The Company
respectfully submits that the book value of the common stock of Abbey National
and Sovereign is not material to holders of preferred shares in the context of
an exchange offer because the preferred shares have priority over the common
shares in the payment of dividends and in the event of
liquidation.  Further, the Company believes there is the possibility
that the reference to two different classes of equity securities in the summary
financial data of the relevant issuer may be confusing to
investors.

      8.           We
note that the registration statement does not contain similar summary
information for Santander Finance Preferred, S.A. Unipersonal.  To the
extent the summary information disclosed with respect to Banco Santander is
intended to satisfy the disclosure obligations of Item 10 of Schedule TO, please
advise.  If so, please also provide the information required by Item
1010(c)(5) for Banco Santander or advise why such information is not
material.

        Davis Polk & Wardwell
LLP

                Perry J.
      Hindin

                August 7,
      2009

                pg.
      5

      Response:  The
Company advises the Staff that the summary information disclosed with respect to
Banco Santander is intended to satisfy the disclosure obligations of Item 10 of
Schedule TO.  The Company proposes not to provide the information
required by Item 1010(c)(5) for Banco Santander because we do not believe such
information is material.  We respectfully refer the Staff to the
Company’s response to Item 7 above.

      The Other Exchange Offers,
page 43

      9.           We
note from your disclosure on page 43 that at least one of the subject classes of
securities in the “other exchange offers” are preferred stock.  Please
confirm that you will file a Schedule TO-I for these exchange offers or provide
us with your analysis as to why these other exchange offers are not tender
offers.  Refer to Rule 13e-4(a)(1) and (2) and Rule
3a11-1.

      Response:  The
Company does not expect to file a Schedule TO-I for the other exchange offers
because the other exchange offers are either (a) taking place entirely outside
the United States (the “U.S.”) and therefore are not subject to the tender offer
rules or (b) not issuer tender offers within the meaning of Rule 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628  July 30, 2009

Via Facsimile (212.701.5950) and U.S. Mail

 Nicholas A. Kronfeld, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017

RE: Banco Santander, S.A.  Registration Statement on Form F-4
Filed July 9, 2009 File No. 333-160492
Dear Mr. Kronfeld:
We have limited our review of the filing to those issues we have addressed in our
comments.  Where indicated, we think you should revise the filing in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand the registrants’ disclosure.  After reviewing this information, we may raise additional comments.  All defined terms used in this letter have the same meaning as in the filing listed above, unless otherwise indicated.
The purpose of our review process is to assist the registrants in the compliance with the
applicable disclosure requirements and to enhance the overall disclosure in the filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  General

 1. Based on telephone conversations with you during the week of July 20, 2009, it is the Staff’s understanding that you will file a Schedule TO-I in connection with the six exchange offers being registered pursuant to this registration statement as soon as practicable on the date of commencement.  Please confirm in your response letter.  Refer to Exchange Act Rule 13e-4(b)(1).  The following comments assume that a Schedule TO-I will be filed.

Nicholas A. Kronfeld, Esq.
Davis Polk & Wardwell LLP
July 30, 2009 Page 2  2. Please also confirm in your response letter that the exchange offers will be open for a full 20 business days, as required by Exchange Act Rule 14e-1(a).  See Rule 13e-4(a)(3) for additional guidance on the definition of “business day.”
 3. Please explain the basis upon which you have concluded that the exchange offers will not have a going private effect.  Please see Exchange Act Rule 13e-3(a)(3)(ii).  To the extent Grupo Santander is relying on Exchange Act Rule 13e-3(g)(2), please advise.
 Front Cover Page

 4. We note language indicating that withdrawal rights will not be available “during any subsequent offering period.”  As Excha nge Act Rule 13e-4 does not provide for
subsequent offering periods for the exchange offers registered in the above registration statement, please revise such language accordingly.
 Forward-Looking Statements, page v

 5. We note the reference to the Private Securities Litigation Reform Act of 1995.  We remind you that the safe harbor protections for forward-looking statements contained in the federal securities laws do not apply to statements made in connection with a tender offer.  See Section 27A(b)(2)(C) of the Securities Act, Section 21E(b)(2)(C) of the Exchange Act and Question 117.05 of the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations (January 26, 2009) available at www.sec.gov.  Please revise and refrain from referring to such safe
harbor provisions in any offers to exchange, future press releases or other communications relating to the exchange offers.
 6. We also note the disclaimer in the last two paragraphs of this section regarding the Issuer’s and Guarantor’s obligations to update forward-looking statements. This disclaimer is inconsistent with your obligations under Exchange Act Rule 13e-4(e)(3) to amend the Schedule TO to reflect a material change in the information previously disclosed. Please revise and avoid using such statements in all future communications relating to the exchange offers.
 Summary Consolidated Financial Data, page 7

 7. We note that the registrants have incorporated by reference the financial information required by Item 1010(a) of Regulation M-A and have provided some of the summary
information required by Item 1010(c).  Please provide the information required by Item  1010(c)(4) and (c)(5) for Abbey National and Sovereign or advise why such information is not material.  See Instruction 6 to Item 10 of Schedule TO.  Also refer to telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly Available

Nicholas A. Kronfeld, Esq.
Davis Polk & Wardwell LLP
July 30, 2009 Page 3
Telephone Interpretations” that is available on the Commission’s website at http://www.sec.gov for additional guidance.
 8. We note that the registration statement does not contain similar summary information for Santander Finance Preferred, S.A. Unipersonal.  To the extent the summary information disclosed with respect to Banco Santander is intended to satisfy the disclosure obligations of Item 10 of Schedule TO, please advise.  If so, please also provide the information
required by Item 1010(c)(5) for Banco Santander or advise why such information is not material.
 The Other Exchange Offers, page 43

 9. We note from your disclosure on page 43 that at  least one of subject classes of securities
in the “other exchange offers” are preferred stock.  Please confirm that you will file a Schedule TO-I for these exchange offers or provide us with your analysis as to why these other exchange offers are not tender offers.  Refer to Rule 13e-4(a)(1) and (2) and Rule 3a11-1.
 Fixed-to-Floating Exchange Preferred Securities, page 44

 10. We note that the “spread-fixing time” will be 2:00 p.m. New York City time on the date that is the second business day prior to the expiration date of the fixed-to-floating exchange preferred securities exchange offer.  Please provide your analysis as to how use of this pricing mechanism does not result in the need to extend this exchange offer for 10 business days pursuant to Rule 14e-1(b).

* * *

As appropriate, please amend the filing in response to these comments.  You may wish to
provide us with marked copies of the amended filing to expedite our review.  Please furnish a cover letter with the amended filing that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing the amended filing and responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filings include all information required under the Securities Act of 1933 and the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investme nt decision. Since the registrants and their
management are in possession of all facts relating to its disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Nicholas A. Kronfeld, Esq.
Davis Polk & Wardwell LLP July 30, 2009 Page 4
Notwithstanding our comments, in the event the registrants request acceleration of the
effective date of the pending registration statement, they should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of the filing or in response to our comments on the filing.
 We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
 Please direct any questions to me at (202) 551-3444.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to me at the following ZIP code:  20549-3628.

Sincerely,    Perry J. Hindin Special Counsel Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

CORRESP

    450 Lexington Avenue

    Menlo Park

    New York, NY 10017

    Washington, D.C.

    212 450 4000

    London

    FAX 212 450 3800

    Paris

    Frankfurt

    Madrid

    Tokyo

    DIANE KERR

    Beijing

    212-450-4529

    Hong Kong

December 19, 2008

    Re:

    Banco Santander, S.A.

Acceleration Request for Form F-4

File No. 333-155413

Mr. Christian Windsor

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Dear Mr. Windsor:

     On behalf of Banco Santander, S.A. (“Santander”), we hereby attach Santander’s request for
effectiveness on Friday, December 19, 2008 at 5 p.m. or as soon as practicable thereafter.

     This request for effectiveness is being filed electronically with the Securities and Exchange
Commission (the “Commission”) today. Santander plans to file Amendment No. 2 (the “ Amendment No.
2”) to Form F-4 (the “F-4”) on Friday, December 19, 2008, which will address all of the outstanding
comments regarding Amendment No. 1 to Form F-4. Santander will inform the staff of the Commission
immediately if Santander requires that its request for effectiveness be withdrawn or amended.

     Should you require further clarification of any of the issues raised in this letter or the
Amendment No. 2, please contact the undersigned at 212-450-4529 or fax: 212-450-3529

    Sincerely,

    /s/ Diane Kerr

    Diane Kerr

    Banco
Santander, S.A. - Domicilio Social: Paseo de Pereda, 9-12. 39004
SANTANDER - R.M. de Santander, Hoja 286, Folio 64, Libro 5°
de Sociedades,

Inscripciôn 1#, C.I.F. A-39000013

    December 19, 2008

    United States Securities and Exchange Commission

    Division of Corporation Finance

    101 F Street, N.E.

    Washington, D.C. 20549-3720

        Attention:

    Mr. Christian Windsor

Division of Corporation Finance

        RE:
Banco Santander, S.A.

          Form F-4 (No. 333-155413)

    Dear Mr. Windsor,

    Pursuant to Rule 461 promulgated under the Securities Act
    of 1933, as amended, Banco Santander, S.A. (the
    “Company”) hereby requests that the effectiveness of
    the Registration Statement on Form F-4
    (File No. 333-155413) be accelerated to Friday
    December 19, 2008 at 5 p.m. or as soon thereafter as
    practicable.

    The Company acknowledges that:

        •

    should the Commission or the staff, acting pursuant to delegated
    authority, declare the filing effective, it does not foreclose
    the Commission from taking action with respect to the filing;

        •

    the action of the Commission or the staff, acting pursuant to
    delegated authority, in declaring the filing effective, does not
    relieve the Company from its full responsibility for the
    adequacy and accuracy of the disclosure in the filing; and

        •

    the Company may not assert staff comments and the declaration of
    effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of
    the United States.

    [Remainder of page intentionally left blank]

CORRESP
1
filename1.htm

RESPONSE LETTER

December 19, 2008

Mr. Christian Windsor

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-3720

Dear Mr. Windsor:

     On behalf of Banco Santander, S.A. (“Santander”) we hereby submit Santander’s responses to the
comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States
Securities and Exchange Commission (the “Commission”) set forth in your letter dated December 19,
2008 in connection with the above referenced Registration Statement on Form F-4 (the “F-4”) of
Santander.

     This letter and Santander’s Amendment No. 2 to the F-4 (the “Amendment”) are being filed with
the Commission electronically today. In addition to the EDGAR filing, we are delivering by
overnight mail a hard copy of this letter, along with a courtesy copy of the Amendment marked to
indicate changes from the version filed on December 15, 2008.

     We set forth below our responses to each of the Staff’s comments, indicating each comment in
boldface text with our response below. All references to page numbers in Santander’s responses are
to pages in the marked version of the Amendment.

****************************

     Amendment No.1 to Form F-4

     General

    1.

    In your response to comment 3 in our letter dated December 11,
2008, you imply that you have filed all your remaining exhibits. However, the
Exhibit Index does not include a legality opinion as required by Item 601(b)(5)
of Regulation S-K.

    Mr. Christian Windsor

    2

    December 19, 2008

    Please include such an opinion in an amendment prior to any
request for acceleration.

In response to the Staff’s comment, a legality opinion has been filed as Exhibit 5.1
to the F-4.

     Recent Developments

     Bernard L. Madoff Securities LLC, page 11

    2.

    Please consider providing the amount of the exposures in terms of
U.S. dollars in addition to euros to better assist the shareholders in evaluating
the condition of Santander. Please also revise to disclose the specific nature of
Santander’s exposure to Madoff Securities.

     In
response to the Staff’s comment, the F-4 has been revised. See
page 11.

     Comparative Per Share Financial Data, page 21

    3.

    We note your response to our previous comment 13. Please revise
your disclosures on page 21 to more clearly describe the nature of the adjustment
eliminating duplication resulting from impairment for the same assets recognized
in the financial statements of both Santander and Sovereign.

     In
response to the Staff’s comment, the F-4 has been revised. See
pages 21-22.

     Opinion of Barclays, Financial Advisor to Sovereign, page 51

    4.

    We note your response to comment 26 in our letter dated December
11, 2008 and we reissue that comment in part. On page 39, you state that
Sovereign retained Lehman Brothers in April 2008 to assist with a possible
transaction. On page 42, you state that Sovereign engaged Barclays as its
financial advisor in September 2008 and the members of the Barclays team were the
same people previously retained by Sovereign in
April 2008. Please revise to disclose the relationship between Sovereign and
Lehman Brothers that commenced in April 2008 and any compensation received as a
result of such relationship. Refer to Item 101(b)(4) of Regulation M-A.

    Mr. Christian Windsor

    3

    December 19, 2008

In response to the Staff’s comment, the F-4 has been revised. See page 58.

****************************

     If you have any questions regarding this letter or the responses, please do not hesitate to
contact the undersigned at 212-450-4529 or fax: 212-450-3529.

Very truly yours,

/s/ Diane Kerr

Diane Kerr

    cc:

    José Antonio Álvarez

Banco Santander, S.A.

Ciudad Grupo Santander

Avda. de Cantabria, s/n

28660 Boadilla del Monte

Madrid, Spain

Thomas C. Janson

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, New York 10005

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
December 18, 2008

By Mail and Facsimile to: (212) 450-3529

José Antonio Álvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid, Spain
Re: Banco Santander, S.A.
Amendment No. 1 to Registrati on Statement on Form F-4
Filed December 16, 2008
  File No. 333-155413

Dear Mr. Álvarez:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.

Amendment No. 1 to Form F-4

 General

 1. In your response to comment 3 in our letter dated December 11, 2008, you imply that you have filed all your remaining e xhibits.  However, the Exhibit Index does
not include a legality opinion as required  by Item 601(b)(5) of Regulation S-K.
Please include such an opinion in an  amendment prior to any request for
acceleration.

José Antonio Álvarez
Banco Santander, S.A.
December 18, 2008 Page 2

Recent Developments

 Bernard L. Madoff Securities LLC, page 11

 2. Please consider providing the amount of the exposures in terms of U.S. dollars in
addition to euros to better assist the shareholders in evaluating the condition of Santander.  Please also revi se to disclose the specif ic nature of Santander’s
exposure to Madoff Securities.
 Comparative Per Share Financial Data, page 21

 3. We note your response to our previous  comment 13.  Please revise your
disclosures on page 21 to more clearly de scribe the nature of the adjustment
eliminating duplication resulting from impa irment for the same assets recognized
in the financial statements of  both Santander and Sovereign.
 Opinion of Barclays, Financial Advisor to Sovereign, page 51

 4. We note your response to comment 26 in our letter dated December 11, 2008 and
we reissue that comment in part.  On page 39, you state that Sovereign retained Lehman Brothers in April 2008 to assist with a possible transa ction.  On page 42,
you state that Sovereign engaged Barclays as its financial advisor in September 2008 and the members of the Barclays t eam were the same people previously
retained by Sovereign in Ap ril 2008.  Please revise to disclose the relationship
between Sovereign and Lehman Brothers  that commenced in April 2008 and any
compensation received as a result of such relationship.  Refer to Item 1015(b)(4)
of Regulation M-A.
 Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Rebekah Moore at (202) 551-3303 or  Kevin Vaughn at (202)

José Antonio Álvarez
Banco Santander, S.A. December 18, 2008 Page 3

551-3494 if you have questions regarding comm ents on the financial statements and
related matters.  Please contact Justin D obbie at (202) 551-3469 or  me at (202) 551-3419
with any other questions.

Sincerely,

     Christian Windsor
Special Counsel
cc: Diane Kerr, Esq.
Joseph Rinaldi, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

Mail Stop 4561
December 11, 2008

By Mail and Facsimile to: (212) 450-3805

José Antonio Álvarez Chief Financial Officer Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid, Spain
Re: Banco Santander, S.A.
Registration Statemen t on Form F-4 and
Documents Incorporated by Reference
Filed November 17, 2008
  File No. 333-155413

Dear Mr. Álvarez:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form F-4

 General

 1. Please advise the Staff rega rding any projections, analys es or other material non-

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 2

public information provided by Santander to Sovereign or its fi nancial advisor or
by Sovereign to Santander or its financial advisors.  Please revise the prospectus
to disclose any material  non-public information provi ded.  In addition, to the
extent that such information has not been  disclosed in the prospectus, provide us
the basis for your conclusion that the non- public information is not material and
therefore need not be disclosed.

2. Please note that you are required to fi le with the Commission any written
instructions, scripts, and outlines that will be used by any person that solicits proxies on behalf of Sovereign thro ugh personal interview, telephone, or
telegram, and all other soliciting material  to Sovereign shareholders. Refer to
Exchange Act Rules 14a-6(b) and (c).
 3. Please file all remaining exhibi ts with your next amendment.
 Cover Page of Prospectus

 4. Please state the total amount of securities  offered.  Refer to Item 501(b)(2) of
Regulation S-K.
 5. Please revise the cover page, and throughout  the prospectus as applicable, to
clarify that the exchange ratio for thos e electing to receive Santander ordinary
shares is the same as the exchange ratio for Santander ADSs.
 6. We note the disclosure in the prospe ctus supplement filed by Santander on
December 3, 2008 that the rights offering was fully subscribed.  Please revise the cover page, and throughout the prospectus as applicable, to update the exchange
ratio.  Please also revise the disclosure in the “Santander Rights Offering” section
on page 10 to explain how the adjustment to the exchange ratio was calculated.
 Summary

 Interests of Sovereign’s Executive Officers and Directors…, page 4

 7. Please disclose the approximate total dol lar amount that will be paid to the
directors and executive officer s of Sovereign in connecti on with the transaction.
 Termination of the Transaction Agreement…, page 5

 8. Please define the term “adverse recommendati on change” at its first use.  We note
the disclosure on page 71.

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 3

Recent Developments

General
 9. Please revise this section to discuss the significant losses suffered by Sovereign
during the first three quarters of 2008 as outlined in Footnote 1 on page 17.
 TARP Capital Purchase Program, page 10

 10. Please clarify why the “exi sting relationship with Sa ntander” makes Sovereign
ineligible to participate in the Capital Purchase Program.
 Other Recent Developments, page 10

 11. Please revise to state, to the extent k nown, the material terms of the transaction
proposed by the third party, including the type of tran saction and consideration.
Alternatively, revise to state that Sovere ign’s board concluded that the offer, as
outlined, was inferior to the offer made by Santander.
 Selected Consolidated Historical Financial Data of Santander, page 11

 12. We note your disclosure on page 13 of the credit measure “Allowance for
impaired assets (excluding country risk )”.  The exclusion of country risk, a
component of your recorded allowance fo r impaired assets, appears to be a non-
GAAP item as defined by Item 10(e) of Regulation S-K.  Please tell us how you
considered the guidance of Release 33- 8176 in determining such measure was not
a non-GAAP measure.  Also, refer to Questi on 28 of the Staff’s Frequently Asked
Questions (FAQ) regarding the Use of N on-GAAP Financial Measures available
at www.sec.gov
.  If you are able to support that  this measure is not a non-GAAP
measure, please add a footnote disclosure to this table describing how you use this
measure and why it is relevant to investors.   Alternatively, please revise to include
the disclosures required by Item 10(e)(1)(i) of Regulation S-K.
 Comparative Per Share Financial Data, page 19

 13. Please revise to disclose the following related to the pro forma information presented for both the combined companies as well as the pro forma Sovereign equivalents:

• Disclose the significant assumptions used in preparing the pro forma
combined and pro forma Sovereign earnings per share data;

• Provide a description of the major income statement line items that contribute to the pro forma earnings per share;

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 4

• Discuss the impact of the transaction on each affected income statement line
item.
 • Given the material impact on Sovereign’s historical earnings per share, please
consider including a condensed tabular disclosure providi ng a quantification
of the pro forma adjustment as it rela tes to each income statement category
with a discussion of the nature of each pro forma adjustment.

Risk Factors

 Santander is exposed to risks…, page 27

 14. Please reword the caption of the second risk  factor on page 27.  The risk factor
appears to be about the risk Santander faces from counterparty default.  The caption should say that.
 The Transaction

 Background of the Transaction, page 35

 15. You state in the third full paragraph on page 48 that, in  light of the Investment
Agreement restrictions, Sovereign advised Barclays that no alternative purchase
transaction was reasonably available to Sovereign.  Please revise the “Background
of the Transaction” section to discuss at  what point and under what circumstances
Sovereign representatives came to this conclusion and how it influenced Sovereign’s consideration of  strategic alternatives.
 16. Please revise the third paragraph on page  36 to discuss the reason underlying the
determination of the Sovereign board of  directors not to accept the May 7, 2008
proposal from Santander and to approve  the underwritten equity and debt
offerings instead.
 17. We note the disclosure on pages 36 and 37 regarding the market developments
between July and October 2008 and the statement in the fourth paragraph on page 37 that such developments exacerbate d the already significant pressures on
Sovereign.  Please revise to address w ith greater specificity how the market
developments affected Sovereign during this time period.

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 5

18. You include disclosure on pages 37 and 38 regarding the rece ipt by Sovereign of
two letters from a third party indicating inte rest in a transaction with Sovereign.
Please revise to discuss the specific type s of transactions considered in such
letters and the reasons underlying the deci sion of the Sovereign board of directors
not pursue a transaction with this third party.

19. You state in the third paragraph on page 39 that Sovereign waived any potential
breach by Santander of the Investment Agreement for a “limited period of time”.  Please revise to disclose term of the waiver and whether Sovereign sought or
received any consideration for granting the waiver or a reciprocal waiver of the
provisions limiting Sovereign from negotiating with third parties.
 20. Please revise the fifth paragraph on page 40 to list the strategic alternatives
available to Sovereign other than the pr oposed Santander transaction as discussed
by Barclays at the meeting on October 12, 2008.
 21. We note the disclosure on page 7 of  the Form 6-K filed by Santander on
November 10, 2008 that the Capital and Finance Committee of the Sovereign
board of directors requested that Sant ander consider acquiring the 75.65% of
Sovereign that it did not  own.  We also note th at the “Background of the
Transaction” section of the prospectus doe s not contain similar disclosure.  Please
revise the prospectus to clarify, if accurate, that such a request was made.
 Sovereign’s Reasons for the Transaction…, page 41

 22. We note your reference on page 42 to the recent precedent transactions in which
the regulatory agencies forced a superv ised transaction.  Please advise, with a
view towards revised disclosure, whether Sovereign had received any indications
from its regulators that a regulatory ac tion, including a supervised transaction,
was being considered.
 23. It appears that a number of  the analyses performed by Barclay’s in preparing its
fairness opinion produced valuation ranges th at exceeded the implied value of the
merger with Santander.  Please revise this section to note if  the Sovereign board
considered these valuations in determin ing to recommend that the shareholders
vote for the merger.
 Opinion of Barclays, Financial Advisor to Sovereign, page 46

 24. Please provide any presentation, memo, repor t or other material provided to the
Sovereign board of directors by Barclays rela ted to the valuation or fairness of the
transaction other than th e opinion included in the registration statement.
 25. You qualify the description of the opinion of  Barclays by reference to the opinion.

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 6

Please revise to indicate that the descripti on is a summary of the material terms of
the opinion, and revise the description to in clude all material terms, if necessary.

26. Please describe any material relationship th at existed during the past two years or
is mutually understood to be contemplated  and any compensati on received or to
be received as a result of the relationship between Barclays or its affiliates and Sovereign or its affiliates.  Refer to Item 1015(b)(4) of Regulation M-A.
 27. Please disclose how the “aggregate transa ction consideration” will be calculated
for purposes of the contingent cash fee payable to Barclays upon completion of
the transaction.  Please also provide an estimate of the amount of the contingent fee based on the information available as of the latest practicable date.
 Litigation Related to the Transaction, page 63

 28. To the extent material, please add risk f actor disclosure addressing the litigation
related to the transaction.
 Description of Santander Ordinary Shares

 Meetings and Voting Rights, page 100

29. You indicate that holders of your shares  must be “current in the payment of
capital calls” and have their shares duly registered in order to  attend shareholders
meetings.  Please explain what “payment of  capital calls” is and whether it would
apply to ADS holders as well.

Where You Can Find More Information
 Incorporation of Certain Docu ments by Reference, page 117

 30. We note that you have only incorporated  by reference two Current Reports on
Form 8-K filed by Sovereign in 2008.  Pl ease revise to inco rporate by reference
all reports filed by Sovereign pursuant sec tions 13(a) or 15(d) of the Exchange
Act since the end of the last fiscal year .  Refer to Item 11(a)(2) of Form F-4.
 31. We note you have elected to incorporat e by reference certain documents filed
under the Exchange Act subsequent to the date of the prospectus.  With respect to Santander filings, please refer to Item  11(b)(3) of Form F-4 and revise
accordingly.  Please also revise this sec tion to clearly state that filings made
between the date of the initial registrati on statement and the da te of effectiveness
will be incorporated by reference. Refer to Interpretation H.69 of the July 1997 CF Manual of Publicly Availa ble Telephone Interpretations.

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 7

Sovereign Form 10-Q for the Period Ended September 30, 2008

(11) Business Segment Information, page 21
 32. We note that you have reorganized your se gments in the current year and assigned
the majority of your goodwill to your Reta il Banking Group.  Please tell us the
following:

• Please tell us in detail how you consid ered the guidance of paragraph 36 of
SFAS 142 in determining that the majority of your goodwill should be
assigned to the Retail Banking Group and describe in detail your process for
the assignment of goodwill in connecti on with your segment reorganization.

• Please revise to more clearly disclose how you determined that no goodwill
should be assigned to the Corporat e Specialties Group and only a small
amount of goodwill should be allocated to the Commercial Lending Segment.
Clarify if each reporting unit contained in these segments has incurred
significant losses in th e current year.

• Please provide us with the details of the analysis performed to support the
reallocation of the goodwill to the reporting units.

• Please tell us how you determined that us e of a discounted cash flow analysis
was the most appropriate model for determining the fair value of your
reporting units considering that you util ized three different approaches to
determine impairment during 2007.
 • Please tell us the dates and results of  any interim impairment testing done
since your last annual impairment test.
 • If you did not test your goodwill for impa irment as of March 31 and June 30,
2008, please provide us with your analys is by which you concluded that no
test was warranted based on the guidance of paragraphs 26-29 of SFAS 142.
 • Please tell us the assumptions used in your discounted cash flow analysis in
determining the fair value of your re porting units for impairment testing
purposes.
 • Please tell us the basis used to alloca te the Intersegment revenue (expense)
between the reporting units.  Identify any changes made to your allocation
methodology during the last two years.
 • We note you allocated certain of the ot her-than-temporary impairment charges

José Antonio Álvarez
Banco Santander, S.A.
December 11, 2008 Page 8

to the Other segment.  Please tell us  how you made the determination this
allocation was appropriate and was consis tently applied.  Tell us the reporting
unit and segment in which the interest income and dividends on these
securities was historically reported.

• Please tell us how you allocated the fa ir value of the company as a whole
determined by use of the consideration to be paid by Santander to your
individual reporting units for impairment testing purposes.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Provision for Credit Losses, page 38

 33. Given the current economic environment discussed on page 38 related to your
residential construction and co mmercial loan portfolios, please tell us and revise
future filings to disclose whether you evaluate interest income accrued on loans with interest reserves for collectibility pr ior to maturity.  Please tell us and revise
your future filings to disclose how you

Mail Stop 4561
May 29, 2008

José Antonio Alvarez Chief Financial Officer Banco Santander Central Hispano, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander Central Hispano, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2005 Form 20-F for the Fiscal Year Ended December 31, 2006
 File No. 001-12518
 Dear Mr. Alvarez:   We have completed our review of your Forms 20-F and have no further
comments at this time.           S i n c e r e l y ,
Kevin W. Vaughn
        A c c o u n t i n g  B r a n c h  C h i e f

Mail Stop 4561
 October 22, 2007

By U.S. Mail and facsimile  to 011-34-91- 257-1282.

 José Antonio Alvarez Chief Financial Officer Banco Santander Central Hispano, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander Central Hispano, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2006
 File No. 001-12518
 Dear Mr. Alvarez:

We have reviewed your response filed w ith the Commission October 18, 2007 and have
the following additional comment.  Where i ndicated, we think you should revise your
document in response to this comment in future  filings.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.  In  our comment, we may ask you
to provide us with supplemental inform ation so we may better understand your
disclosure.  After reviewing this inform ation, we may or may not raise additional
comments.  We welcome any questions you ma y have about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.   Consolidated Financial Statements

Consolidated Financial Statements
d) Measurement of financial a ssets and liabilities and recognition of fair value changes
iii)  Valuation tec hniques, page F-19

1. We note your response to prior comment tw o in our letter dated October 5, 2007.
We continue to believe that additional disclosure should be provided to comply
with the fair value disclosure requirements in IFRS 7.  Specifically, we note the reference to various models and methodologi es used to determ ine fair value for

José Antonio Alvarez
Banco Santander Central Hispano, S.A. October 22, 2007 Page 2
your financial instruments, including th e present value method, the Black-Scholes
paradigm, the Heath-Jarrow-Morton mode l, and the standard Gaussian copula
methodology.  Please revise future fili ngs to include a discussion of the
significant assumptions and inputs into each of these different models and
methodologies as required by paragraph 27(a) of IFRS 7.  For example, disclose the significant inputs into these mode ls that have the potential to most
significantly impact the value determined, and the assumptions for those inputs for all periods presented.

* * * * *

Please revise your document in response to  this comment within 10 business days
or tell us when you will provide us with a response.  Please provide us with your
proposed disclosures and furnish a cover lette r that keys your response to our comment,
indicates your intent to incl ude the requested revisions in your future filings and provides
any requested supplemental information.  Pleas e understand that we may have additional
comments after reviewing your responses to our comment.

You may contact Rebekah M oore at (202) 551-3463 or me at (202) 551-3494 if
you have questions.

Sincerely,    Kevin W. Vaughn Branch Chief

CORRESP
1
filename1.htm

    José
      Antonio Álvarez

    Chief
      Financial Officer

    October
      22, 2007

    Via
      EDGAR (Correspondence) and Courier

    Mr.
      Kevin
      W. Vaughn

    Branch
      Chief

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, N.E.; mail stop 4561

    Washington,
      D.C. 20549

    U.S.A.

              Re:

              Banco
                Santander Central Hispano,
                S.A.

    Form
      20-F for the Fiscal Year Ended December 31, 2006

    File
      No. 001-12518

    Dear
      Mr.
      Vaughn:

    By
      letter
      dated October 22, 2007, you provided further comments on behalf of the staff
      (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) with
      respect to Banco Santander, S.A.’s (formerly Banco Santander Central Hispano,
      S.A., or the “Bank”) annual report on Form 20-F for the fiscal year ended
      December 31, 2006 (“2006 Form 20-F”). In response to your comments and on behalf
      of the Bank, we have provided responses to those comments as indicated below.
      The text set forth below in bold-faced type, immediately following each
      paragraph number, is a verbatim reproduction of the comments included in your
      letter and appears in the order set forth therein.

    Consolidated
      Financial Statements

    d)
      Measurement of financial assets and liabilities and recognition of fair value
      changes

    iii)
      Valuation techniques, page F-19

              1.

              We
                note your response to prior comment two in our letter dated October
                5,
                2007. We continue to believe that additional disclosure should be
                provided
                to comply with the fair value disclosure requirements in IFRS 7.
                Specifically, we note the reference to various models and methodologies
                used to determine fair value for your financial instruments, including
                the
                present value method, the Black-Scholes paradigm, the Heath-Jarrow-Morton
                model, and the standard Gaussian copula methodology. Please revise
                future
                filings to include a discussion of the significant assumptions and
                inputs
                into each of these different models and methodologies as required
                by paragraph 27(a) of IFRS 7. For example, disclose the significant
                inputs
                into these models that have the potential to most significantly impact
                the
                value determined, and the assumptions for those inputs for all periods
                presented.

Response

    In
      future
      filings, we will revise these disclosures to address the Staff’s
      comments.

    *  *  *  *

    In
      addition, as requested, we acknowledge that:

              ·

              The
                Bank is responsible for the adequacy and accuracy of the disclosure
                in the
                filing;

              ·

              Staff
                comments or changes to disclosure in response to staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                filing; and

              ·

              The
                Bank may not assert Staff comments as a defense in any proceeding
                initiated by the Commission or any person under the federal securities
                laws of the United States.

    Should
      you
      have any questions about the responses contained herein, please contact José
Antonio Álvarez at +34-91-289-32-80.

    Very
      truly
      yours,

    /s/
      José
Antonio Álvarez

    José
      Antonio Álvarez

    Chief
      Financial Officer

    Cc:

    Mr.
      Nicholas Adams Kronfeld, Davis Polk & Wardwell

    Mr.
      Germán
      de la Fuente, Deloitte, S.L.

    Mr.
      Manuel
      Arranz, Deloitte, S.L.

    Mr.
      Fernando Ros, Deloitte, S.L.

    Ms.
      Mónica
      Cueva, Banco Santander, S.A.

    Mr.
      José
Galiana, Banco Santander, S.A.

    Mr.
      Javier
      del Castillo, Banco Santander, S.A.

CORRESP
1
filename1.htm

      José
        Antonio Álvarez

      Chief
        Financial Officer

    October
      18, 2007

    Via
      EDGAR (Correspondence) and Courier

    Mr.
      Kevin
      W. Vaughn

    Branch
      Chief

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, N.E.; mail stop 4561

    Washington,
      D.C. 20549

    U.S.A.

              Re:

              Banco
                Santander Central Hispano,
                S.A.

              Form
                20-F for the Fiscal Year Ended December 31,
                2006

              File
                No. 001-12518

    Dear
      Mr.
      Vaughn:

    By
      letter
      dated October 4, 2007, you provided comments, in addition to those provided
      by
      letter dated September 5, 2007, on behalf of the staff (the “Staff”) of the U.S.
      Securities and Exchange Commission (the “SEC”) with respect to Banco Santander
      S.A.’s (formerly Banco Santander Central Hispano, S.A., or the “Bank”)
      annual report on Form 20-F for the fiscal year ended December 31, 2006 (“2006
      Form 20-F”). In response to your comments and on behalf of the Bank, and as a
      supplement to our letter to the Staff dated October 5, 2007, we have provided
      responses to those comments and supplementary information as indicated below.
      The text set forth below in bold-faced type, immediately following each
      paragraph number, is a verbatim reproduction of the comments included in your
      letter and appears in the order set forth therein.

    Consolidated
      Financial Statements

    Note
      1. – Introduction, basis of presentation of the consolidated financial
      statements and other information

    b)
      Basis of presentation of the consolidated financial statements, page
      F-7

              1.

              Please
                refer to our previous comment 1. In your response, you propose to
                disclose
                that Loan Losses are excluded from “Net Operating Income”. However, Loan
                Losses are only one example of various operating expenses including
                multiple provision and impairment charges that are excluded from
                your
                measure titled “Net Operating Income”. For purposes of transparency,
                please revise your proposed disclosures to specifically disclose
                that the
                profit and loss account mandatory presentation excludes certain operating
                expenses, including various impairment and provision charges from
“Net
                Operating Income”, and reduces “Gross Income” by certain
                expenses.

    Response

    In
      our
      Annual Report on Form 20-F for the fiscal year ended December 31, 2007 (the
      “2007 Form 20-F”) and in other future financial statement
      filings made with the SEC that contain U.S. GAAP reconciliations (the 2007
      Form
      20-F, together with such other filings, collectively, the “Future
      Filings”), we will revise our disclosures in response to your comments.
      We have extracted below Note 1. b) “Basis of
      presentation of the consolidated financial statements” from

    the
      audited financial statements included in our 2006 Form 20-F and we have
      underlined the wording that will be added:

    “Under
      Regulation (EC) no 1606/2002 of the European Parliament and of the Council
      of
      July 19, 2002, all companies governed by the law of an EU Member State and
      whose
      securities are admitted to trading on a regulated market of any Member State
      must prepare their consolidated financial statements in conformity with the
      International Financial Reporting Standards previously adopted by the European
      Union (“EU-IFRS”). Bank of Spain Circular 4/2004 of December 22, 2004 on Public
      and Confidential Financial Reporting Rules and Formats (“Circular 4/2004”)
      requires Spanish credit institutions to adapt their accounting systems to the
      principles derived from the adoption by the European Union of International
      Financial Reporting Standards. Therefore, the Group is required to prepare
      its
      consolidated financial statements for the year ended December 31, 2006 in
      conformity with the EU-IFRS required to be applied under Bank of Spain’s
      Circular 4/2004, which profit and loss account mandatory
      presentation excludes certain operating expenses, including various impairment
      and provision charges from “Net Operating Income”, and reduces “Gross Income” by
      certain expenses.”

    d)
      Measurement of financial assets and liabilities and recognition of fair value
      changes iii) Valuation techniques, page F-19

              2.

              We
                note your proposed enhanced disclosures in response to our previous
                comment 3. Paragraph BC38 of IFRS 7 specifies that the assumptions
                used in
                internal valuation models (for those models that could result in
                a
                significantly different estimate of fair value) shall be disclosed
                to give
                users of financial statements a sense of the potential variability
                of fair
                value estimates and of the sensitivity of fair value estimates to
                the main
                valuation assumptions. Therefore, please revise your future filings
                to
                disclose the main assumptions used for each valuation model disclosed.
                Additionally, please revise your proposed disclosures to identify
                the
                extent to which a particular valuation model is used to value certain
                of
                your asset and liability
                classes.

    Response

    In
      our
      Future Filings, we will enhance our description of the assumptions used in
      our
      internal valuation models as follows.

    “Financial
      assets and liabilities carried at fair value determined by reference to
      observable market prices include government debt securities, asset-backed and
      corporate debt securities, corporate equity shares, short positions in
      securities and debt securities issued.

    Where
      representative market prices for an instrument are not available or are
      unreliable because of poor liquidity the fair value is derived from prices
      for
      its components using appropriate pricing or valuation models. Such instruments
      are substantially loans, deposits, repurchase agreements and most
      derivatives.

    A
      negligible proportion of the Group’s trading derivatives are valued directly
      from quoted prices, the majority being valued using appropriate internal
      valuation models.

    The
      main techniques employed in these internal models are as
      follows:

              §

              In
                the valuation of financial instruments which are linear and permit
                static
                hedging (basically, forwards, futures and swaps), the “present value”
                method is used. The

            expected
              future cash flows are discounted back to the present valuation date,
              using
              market standard yield curves of the relevant currencies. Typically
              the
              points in the yield curves are quoted and traded on the markets, hence
              the
              fair values of these instruments are deemed to be non-arbitrageable
              fair
              values;

              §

              In
                the valuation of financial instruments which are non-linear and require
                dynamic hedging (e.g. options and structured instruments), the
                Black-Scholes paradigm is mainly used. In the Black-Scholes paradigm,
                a
                non-linear instrument is assumed to be hedgeable by a linear instrument
                (“delta hedge”) within a small and finite range in underlying spot price
                and time. As and when the market moves outside the small range, the
                linear
                hedge has to be adjusted (hence the wording dynamic). This allows
                to set
                up a partial differential equation (PDE) which can be used to solve
                the
                fair value of the non-linear instruments. The fair value of such
                non-linear instrument is effectively the (dynamic) hedging cost.
                In
                valuing such instruments within the Black-Scholes paradigm, “volatility
                smile and skew” are  considered and priced in when appropriate
                (i.e. the volatility assumption in the original Black-Scholes
                single-volatility model is expanded, or calibrated, in order to fit
                all
                the relevant market quotes available). Calibration to the traded
                and
                observable market quotes is very important, as it is assumed that the
                instrument to be priced can be hedged by the standard
                market  instruments in a consistent manner. Typically, in
                addition to analytical formulae solutions, numerical techniques (e.g.
                PDE solver, Monte Carlo engine, trinomial tree) are required to solve
                the
                relevant PDE.;

              §

              In
                the valuation of financial instruments exposed to non-linear interest
                rate
                risks, in addition to the Black-Scholes paradigm (which is used to
                value
                European style options, e.g. cap/floor, swaption), the entire term
                structure of the yield curve is modeled for some instruments. Notably,
                the
                Heath-Jarrow-Morton model is employed in the term structure modeling,
                which takes into account the de-correlation of the short and long end
                of the yield curve. Such models calibrate to the market-quoted yield
                curve
                term structure, and traded option quotes whenever appropriate. Such
                calibration assumes that the instruments concerned can be hedged
                and risk
                managed by the market traded products (e.g. interest rate futures,
                caps/floors, etc). Hence the price of such instrument is effectively
                bench-marked to the observable market parameters whenever
                possible;

              §

              Credit
                risk is measured using both linear and non-linear models. In the
                linear case (e.g. CDS, or risky bonds), the methodology (hence
                assumption) is similar to that applied to linear interest rate
                instruments (e.g. swaps or bonds). For non-linear instruments, if
                the
                instruments are exposed to individual credits, typically the
                loss-given-default probability is modeled for those credits using
                market standard Gaussian copula methodology. In such methodology, the
                correlation between individual credits is considered and modelled
                using
                Gaussian copula. The joint loss (probability) distribution can then
                be
                calculated using numerical techniques, including solving differential
                equations. Once the joint loss (probability) distribution is
                obtained, the statistical average (or expectation) can be obtained
                by
                integrating the relevant part of the probability distribution curve,
                as
                the fair value. If the instruments are exposed to the risks of CDS
                term
                structure, the model (hence assumption) used is similar to that used
                in
                the measurement of interest rate term structure
                risk.

    The
      fair value of the instruments derived from the pricing and valuation models
      described above, takes into account contract terms, including maturity, as
      well
      as quoted market parameters such as interest rates and volatilities. The Group’s
      pricing and valuation models do not entail material subjectivity because the
      methodologies used do not incorporate significant judgment and the parameters
      included in the models can be

    calibrated
      to actively quoted market prices. Values established from pricing models are
      adjusted for credit risk and liquidity risk.”

    Note
      58.5 – Consolidated financial statements, page F-174

              3.

              Please
                refer to our previous comment 6. On page F-175, you state that these
                financial statements are prepared in accordance with EU-IFRS and
                are
                merely reclassified to conform to the presentation requirements of
                Regulation S-X. Therefore, it remains unclear why you have reclassified
                certain amounts to conform to FIN 46-R for this presentation, since
                FIN
                46-R is not within the scope of Regulation S-X. Please revise your
                future
                filings accordingly, or
                advise.

    Response

    In
      our
      Future Filings, we will revise our disclosures to reflect this comment. In
      our
      U.S. GAAP disclosures, we will present the consolidated balance sheet and
      consolidated statements of income of the Group under the EU-IFRS required to
      be
      applied under Bank of Spain’s Circular 4/2004, reformatted to conform to the
      presentation guidelines for bank holding companies set forth in Regulation
      S-X
      of the Securities and Exchange Commission of the United States of America
      without taking into consideration the application of FIN 46-R.

    *  *  *  *

    In
      addition, as requested, we acknowledge that:

              ·

              The
                Bank is responsible for the adequacy and accuracy of the disclosure
                in the
                filing;

              ·

              Staff
                comments or changes to disclosure in response to staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                filing; and

              ·

              The
                Bank may not assert Staff comments as a defense in any proceeding
                initiated by the Commission or any person under the federal securities
                laws of the United States.

    Should
      you
      have any questions about the responses contained herein, please contact José
Antonio Álvarez
      at
      +34-91-289-32-80.

    Very
      truly
      yours,

    /s/
      José
Antonio Álvarez

    José
      Antonio Álvarez

    Chief
      Financial Officer

    Cc:

    Mr.
      Nicholas Adams Kronfeld, Davis Polk & Wardwell

    Mr.
      Germán
      de la Fuente, Deloitte, S.L.

    Mr.
      Manuel
      Arranz, Deloitte, S.L.

    Mr.
      Fernando Ros, Deloitte, S.L.

    Ms.
      Mónica
      Cueva, Banco Santander, S.A.

    Mr.
      José
Galiana, Banco Santander, S.A.

    Mr.
      Javier
      del Castillo, Banco Santander, S.A.

Mail Stop 4561
   October 4, 2007

By U.S. Mail and facsimile  to 011-34-91- 257-1282.

 José Antonio Alvarez Chief Financial Officer Banco Santander Central Hispano, S.A. Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain
Re: Banco Santander Central Hispano, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2006
 File No. 001-12518
 Dear Mr. Alvarez:
 We have reviewed your response filed with the Commission September 19, 2007
and have the following additional comments.  Where indicated, we think you should revise your document in response to these co mments in future filings.  If you disagree,
we will consider your explanation as to why our comments are inapplicable or a revision
is unnecessary.  Please be as detailed as n ecessary in your explanation.  In our comment,
we may ask you to provide us with suppl emental information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

José Antonio Alvarez
Banco Santander Central Hispano, S.A.
October 4, 2007 Page 2   Consolidated Financial Statements

Note 1. – Introduction, basis of presentation of the consolidated financial statements and
other information
b) Basis of presentation of the conso lidated financial statements, page F-7

1. Please refer to our previous comment 1.  In your response, you propose to
disclose that Loan Losses are excluded from “Net Operating Income”.  However, Loan Losses are only one example of various operating expenses including
multiple provision and impairment charge s that are excluded from your measure
titled “Net Operating Incom e”.  For purposes of transparency, please revise your
proposed disclosures to specifically disclose that the profit and loss account mandatory presentation excludes certain operating expenses, including various
impairment and provision charges from “Net Operating Income”, and reduces “Gross Income” by certain expenses.
 d) Measurement of financial a ssets and liabilities and recognition of fair value changes

iii)  Valuation tec hniques, page F-19
 2. We note your proposed enhanced disclosures in response to our previous
comment 3.  Paragraph BC38 of IFRS 7 sp ecifies that the assumptions used in
internal valuation models (f or those models that coul d result in a significantly
different estimate of fair value) shall be  disclosed to give users of financial
statements a sense of the potential variab ility of fair value estimates and of the
sensitivity of fair value estimates to th e main valuation assumptions.  Therefore,
please revise your future filings to disclo se the main assumptions used for each
valuation model disclosed.  Additionally, please revise your proposed disclosures
to identify the extent to which a particular  valuation model is used to value certain
of your asset and liability classes.
 Note 58.5 –  Consolidated financial statements, page F-174

3. Please refer to our previous comment 6.  On page F-175, you state that these
financial statements are prepared in accordance with EU-IFRS and are merely
reclassified to conform to the presen tation requirements of  Regulation S-X.
Therefore, it remains unclear why you have reclassified certain amounts to
conform to FIN 46-R for this presentation, since FIN 46-R is not within the scope
of Regulation S-X.   Please revise your future filings accordingly, or advise.

* * * * *

José Antonio Alvarez
Banco Santander Central Hispano, S.A. October 4, 2007 Page 3
Please revise your document in response to these comments within 10 business
days or tell us when you will provide us with  a response.  Please provide us with your
proposed disclosures and furnish a cover lette r that keys your response to our comments,
indicates your intent to incl ude the requested revisions in your future filings and provides
any requested supplemental information.  Pleas e understand that we may have additional
comments after reviewing your responses to our comments.

You may contact Rebekah M oore at (202) 551-3463 or me at (202) 551-3494 if
you have questions.

Sincerely,    Kevin W. Vaughn Branch Chief

CORRESP
1
filename1.htm

      José
        Manuel de Araluce Larraz

      Subdirector
        General

      Cumplimiento
        y Relaciones Institucionales

    October
      5,
      2007

    Via
      EDGAR (Correspondence) and Courier

    Mr.
      Kevin
      W. Vaughn

    Branch
      Chief

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, N.E.; mail stop 4561

    Washington,
      D.C. 20549

    U.S.A.

              Re:

              Banco
                Santander Central Hispano,
                S.A.

    Form
      20-F for the Fiscal Year Ended December 31, 2006

    File
      No. 001-12518

    Dear
      Mr.
      Vaughn:

    By
      letter
      dated October 4, 2007, you provided comments, in addition to those provided
      by
      letter dated September 5, 2007, on behalf of the staff (the “Staff”) of the U.S.
      Securities and Exchange Commission (the “SEC”) with respect to the Bank’s annual
      report on Form 20-F for the fiscal year ended December 31, 2006 (“Form 20-F”).
      In response to your comments and on behalf of the Bank, we have provided
      responses to those comments and supplementary information as indicated below.
      The text set forth below in bold-faced type, immediately following each
      paragraph number, is a verbatim reproduction of the comments included in your
      letter and appears in the order set forth therein.

    Consolidated
      Financial Statements

    Note
      1. – Introduction, basis of presentation of the consolidated financial
      statements and other information

    b)
      Basis of presentation of the consolidated financial statements, page
      F-7

              1.

              Please
                refer to our previous comment 1. In your response, you propose to
                disclose
                that Loan Losses are excluded from “Net Operating Income”. However, Loan
                Losses are only one example of various operating expenses including
                multiple provision and impairment charges that are excluded from
                your
                measure titled “Net Operating Income”. For purposes of transparency,
                please revise your proposed disclosures to specifically disclose
                that the
                profit and loss account mandatory presentation excludes certain operating
                expenses, including various impairment and provision charges from
“Net
                Operating Income”, and reduces “Gross Income” by certain
                expenses.

    Response

    In
      future
      filings, we will revise these disclosures to address the Staff’s
      comments.

    d)
      Measurement of financial assets and liabilities and recognition of fair value
      changes iii) Valuation techniques, page F-19

              2.

              We
                note your proposed enhanced disclosures in response to our previous
                comment 3. Paragraph BC38 of IFRS 7 specifies that the assumptions
                used in
                internal valuation models (for those models that could result in
                a
                significantly different estimate of fair value) shall be disclosed
                to give
                users of financial statements a sense of the potential variability
                of fair
                value estimates and of the sensitivity of fair value estimates to
                the main
                valuation assumptions. Therefore, please revise your future filings
                to
                disclose the main assumptions used for each valuation model disclosed.
                Additionally, please revise your proposed disclosures to identify
                the
                extent to which a particular valuation model is used to value certain
                of
                your asset and liability
                classes.

    Response

    In
      future
      filings, we will revise these disclosures to address the Staff’s
      comments.

    Note
      58.5 – Consolidated financial statements, page F-174

              3.

              Please
                refer to our previous comment 6. On page F-175, you state that these
                financial statements are prepared in accordance with EU-IFRS and
                are
                merely reclassified to conform to the presentation requirements of
                Regulation S-X. Therefore, it remains unclear why you have reclassified
                certain amounts to conform to FIN 46-R for this presentation, since
                FIN
                46-R is not within the scope of Regulation S-X. Please revise your
                future
                filings accordingly, or
                advise.

    Response

    In
      future
      filings, we will revise these disclosures to address the Staff’s
      comments.

    *  *  *  *

    In
      addition, as requested, we acknowledge that:

              ·

              The
                Bank is responsible for the adequacy and accuracy of the disclosure
                in the
                filing;

              ·

              Staff
                comments or changes to disclosure in response to staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                filing; and

              ·

              The
                Bank may not assert Staff comments as a defense in any proceeding
                initiated by the Commission or any person under the federal securities
                laws of the United States.

    Should
      you
      have any questions about the responses contained herein, please contact José
Manuel de Araluce at +34-91-289-33-92.

    Very
      truly
      yours,

    /s/
      José
Manuel de Araluce

    José
      Manuel de Araluce

    Global
      Head of Compliance

    Cc:

    Mr.
      Nicholas Adams Kronfeld, Davis Polk & Wardwell

    Mr.
      Germán
      de la Fuente, Deloitte, S.L.

    Mr.
      Manuel
      Arranz, Deloitte, S.L.

    Mr.
      Fernando Ros, Deloitte, S.L.

    Ms.
      Mónica
      Cueva, Banco Santander, S.A.

    Mr.
      José
Galiana, Banco Santander, S.A.

    Mr.
      Javier
      del Castillo, Banco Santander, S.A.

CORRESP
1
filename1.htm

    José
      Antonio Álvarez

    Chief
      Financial Officer

    September
      19, 2007

    Via
      EDGAR (Correspondence) and Courier

    Mr.
      Kevin
      W. Vaughn

    Branch
      Chief

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    U.S.A.

              Re:

              Banco
                Santander Central Hispano,
                S.A.

              Form
                20-F for the Fiscal Year Ended December 31,
                2006

              File
                No. 001-12518

    Dear
      Mr.
      Vaughn:

    By
      letter
      dated September 5, 2007, you provided comments on behalf of the staff (the
      “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) with respect
      to the Bank’s annual report on Form 20-F for the fiscal year ended December 31,
      2006 (“Form 20-F”). In response to your comments and on behalf of the Bank, we
      have provided responses to those comments and supplementary information as
      indicated below. The text set forth below in bold-faced type, immediately
      following each paragraph number, is a verbatim reproduction of the comments
      included in your letter and appears in the order set forth therein.

    Consolidated
      Financial Statements

    Note
      1. Introduction, basis of presentation of the consolidated financial statements
      and other information

    b)
      Basis of presentation of the consolidated financial statements, page
      F-7

    1.
      In your response to comment 3 of our comment letter dated September 26, 2006,
      you indicated that you present a measure titled “Net Operating Income” in your
      consolidated income statement that excludes provisions and impairment losses
      based on the requirements of the Bank of Spain’s Circular 4/2004. Paragraph BC13
      of IAS 1 expressly states that it would be inappropriate if items of an
      operating nature were excluded from net operating income. Therefore, please
      revise this section in future filings to explicitly disclose that the
      presentation required by the Bank of Spain’s Circular 4/2004 differs from IFRS
      in this respect, and provide the disclosures required by paragraph 18 of IAS
      1.

    Response

    We
      have
      extracted Note 1. b) “Basis of presentation of the consolidated financial
      statements” from our 20-F and we have underlined the wording that will be
      added in future filings:

    “Under
      Regulation (EC) no 1606/2002 of the European Parliament and of the Council
      of
      July 19, 2002, all companies governed by the law of an EU Member State and
      whose
      securities are admitted to trading on a regulated market of any Member State
      must prepare their consolidated financial statements in conformity with the
      International Financial Reporting Standards previously

    adopted
      by the European Union (“EU-IFRS”). Bank of Spain Circular 4/2004 of December 22,
      2004 on Public and Confidential Financial Reporting Rules and Formats (“Circular
      4/2004”) requires Spanish credit institutions to adapt their accounting systems
      to the principles derived from the adoption by the European Union of
      International Financial Reporting Standards. Therefore, the Group is required
      to
      prepare its consolidated financial statements for the year ended December 31,
      2006 in conformity with the EU-IFRS required to be applied under Bank of Spain’s
      Circular 4/2004, which profit and loss account mandatory
      presentation excludes Loan Losses from “Net Operating Income” and includes
      certain expenses in “Gross Income”.

    With
      the
      new language set forth above, we believe that all disclosures required by
      paragraph 18 of IAS1 are included, given that:

              ·

              the
                nature of the departure from paragraph BC13 of IAS1 is
                explained,

              ·

              the
                Bank’s directors represent that the financial statements reasonably
                represent the financial condition and cash flows of the Bank (Note
                1-b),
                and the reasons for the departure from IFRS (i.e. the obligation
                to
                conform with EU-IFRS as required to be applied by Bank of Spain),
                and

              ·

              the
                impact of the departure, because it is a matter of presentation format,
                is
                clear as Loan Losses are recognized under a sole profit and loss
                line
                item.

    2.
      Similarly, your response to comment 1 of our comment letter dated September
      26,
      2006 indicates that you are presenting a measure titled “Gross Income” on your
      consolidated income statement based on the requirements of the Bank of Spain’s
      Circular 4/2004. However, the measure as you have computed it does not reflect
      gross income in the sense that it is generally defined because it does not
      include all income amounts and it is reduced by certain expenses. Therefore,
      please revise this section in future filings to explicitly disclose that the
      presentation required by the Bank of Spain’s Circular 4/2004 differs from IFRS
      in this respect, and provide the disclosures required by paragraph 18 of IAS
      1.

    Response

    See
      response to comment 1.

    d)
      Measurement of financial assets and liabilities and recognition of fair value
      changes

    iii)
      Valuation techniques, page F-19

    3.
      In future filings, please revise to disclose the assumptions used in your
      internal models to determine the fair value of each class of financial
      instruments. Refer to paragraph 27 of IFRS 7.

    Response

    In
      future
      filings we will enhance our description of the assumptions used in our internal
      models as follows:

    “The
      main techniques employed in the "internal models" are as
      follows:

              §

              In
                the valuation of financial instruments which are linear and permit
                static
                hedging (basically, forwards, futures and swaps), the “present value”
                method is used. The expected future cash flows are discounted back
                to the
                present valuation date, using market standard yield curves of the
                relevant
                currencies. Typically the points in the
                yield

                curves
                  are quoted and traded on the markets, hence the fair values of
                  these
                  instruments are deemed to be non-arbitrageable fair
                  values;

              §

              In
                the valuation of financial instruments which are non-linear and require
                dynamic hedging (e.g. options and structured instruments), the
                Black-Scholes paradigm is mainly used. In the Black-Scholes paradigm,
                a
                non-linear instrument is assumed to be hedgeable by a linear instrument
                (“delta hedge”) within a small and finite range in underlying spot price
                and time. As and when the market moves outside the small range, the
                linear
                hedge has to be adjusted (hence the wording dynamic). This allows
                to set up a partial differential equation (PDE) which can be used
                to solve
                the fair value of the non-linear instruments. The fair value of
                such non-linear instrument is effectively the (dynamic) hedging cost.
                In
                valuing such instruments within the Black-Scholes paradigm, “volatility
                smile and skew” are  considered and priced in when appropriate
                (i.e. the volatility assumption in the original Black-Scholes
                single-volatility model is expanded, or calibrated, in order to fit
                all
                the relevant market quotes available). Calibration to the traded
                and observable market quotes is very important, as it is assumed that
                the instrument to be priced can be hedged by the standard
                market  instruments in a consistent manner. Typically, in
                addition to analytical formulae solutions, numerical techniques (e.g.
                PDE solver, Monte Carlo engine, trinomial tree) are required to solve
                the
                relevant PDE.;

              §

              In
                the valuation of financial instruments exposed to non-linear interest
                rate
                risks, in addition to the Black-Scholes paradigm (which is used to
                value
                European style options, e.g. cap/floor, swaption), the entire term
                structure of the yield curve is modeled for some instruments. Notably,
                the
                Heath-Jarrow-Morton model is employed in the term structure modeling,
                which takes into account the de-correlation of the short and long end
                of the yield curve. Such models calibrate to the
                market-quoted yield curve term structure, and traded option quotes
                whenever appropriate. Such calibration assumes that the instruments
                concerned can be hedged and risk managed by the market traded products
                (e.g. interest rate futures, caps/floors, etc). Hence the price of
                such
                instrument is effectively bench-marked to the observable market parameters
                whenever possible;

              §

              Credit
                risk is measured using both linear and non-linear models. In the
                linear case (e.g. CDS, or risky bonds), the methodology (hence
                assumption) is similar to that applied to linear interest rate
                instruments (e.g. swaps or bonds). For non-linear instruments, if
                the
                instruments are exposed to individual credits, typically the
                loss-given-default probability is modeled for those credits using
                market standard Gaussian copula methodology. In
                such methodology, the correlation between individual credits is
                considered and modelled using Gaussian copula. The joint loss
                (probability) distribution can then be calculated using
                numerical techniques, including solving differential equations. Once
                the joint loss (probability) distribution is obtained, the
                statistical average (or expectation) can be obtained by integrating
                the
                relevant part of the probability distribution curve, as the fair
                value. If the instruments are exposed to the risks of CDS term
                structure, the model (hence assumption) used is similar to that used
                in
                the measurement of interest rate term structure
                risk.”

    Note
      5. Remuneration and other benefits paid to the Bank’s directors and senior
      managers

    e)
      Loans, page F-52

    4.
      Please revise to disclose in future filings, if true, that loans to related
      parties were made on terms equivalent to those on an arms length basis. Refer
      to
      paragraph 21 of IAS 24.

    Otherwise,
      please revise to disclose the favorable terms on which such loans were made
      to
      the extent the disclosure in applicable pursuant to paragraph 17 of IAS
      24.

    Response

    The
      required statement is already disclosed in Item 7.B) and Note 55 of our Form
      20F
      for the year ended December 31, 2006. In future filings of our Forms 20F, we
      will include similar wording in relation to Note 5.e) “Loans” of our
      20-F.

    Note
      58.3 Net Income and Stockholder’s Equity
      reconciliations

    Notes
      to the Net Income and to the Stockholder’s Equity Reconciliation. Allowances for
      credit losses, page F-162.

    5.
      In future filings, please revise your disclosure at the top of page F-163
      regarding your use of “peer group” information pursuant to the Bank of Spain’s
      Circular 4/2004 to more clearly specify the scope of your use of such data.
      If,
      as you have indicated in past correspondence and discussions, your use of peer
      group information for the calculation of allowances is limited to loans made
      within the Spanish market, please revise this section in to disclose that fact.
      Please similarly revise your allowance methodology disclosures elsewhere in
      the
      filing, including but not limited to Note 2.g).

    Response

    In
      order
      to specify the scope of our use of peer group information, we will modify our
      disclosures in Note 2.g) “Impairment of financial assets” as stated
      below (we have underlined the wording that we will add in future filings).
      In
      addition, we will provide similar disclosures in other appropriate places of
      our
      Form 20-F.

    “…
      Based on its experience and on the information available to it on the Spanish
      banking industry, the Bank of Spain has established various risk categories,
      applying a range of necessary allowances to each category of debt instruments
      and contingent exposures classified as standard (performing) that are held
      by
      Spanish financial entities or that arise from transactions in the name of
      residents in Spain booked in foreign subsidiaries of Spanish financial
      entities.

    …”

    Note
      58.5 Consolidated financial statements, page F-174

    6.
      The Minority Interest of Euros 3,060,475,000 as of December 31, 2006, presented
      on page F-176 for EU-IFRS required to be applied under Bank of Spain’s Circular
      4/2004 is not consistent with the Minority Interest amount of Euros
      2,220,743,000 presented on page F-160. Please reconcile this
      inconsistency.

    Response

    On
      page
      F-160, we include our EU-IFRS Minority interests and our EU-IFRS Stockholders’
Equity as the opening balance for our stockholders’ equity reconciliation.
      Therefore the €2,220,743 thousands are the minority interests that we include on
      page F-2 (Consolidated Balance Sheets) in our audited consolidated balance
      sheets.

    On
      page
      F-176, we include our consolidated balance sheets under EU-IFRS required to
      be
      applied under Bank of Spain’s Circular 4/2004 reformatted to conform to the
      presentation guidelines set forth in Regulation S-X. As explained on page F-175
      (Note 58.5), application of

    FIN46-R
      resulted in the classification in minority interest of some issuances made
      from
      operating subsidiaries, increasing minority interests under presentation
      guidelines set forth in Regulation S-X.

    Therefore
      minority interests as disclosed under IFRS and Regulation S-X differ as
      follows:

    Thousands
      of euros

              2006

              2005

              2004

              EU-IFRS
                Minority interests (page F-160)

              2,220,743

              2,848,223

              2,085,316

              Total
                adjustments

              839,732

              1,227,544

              1,202,477

              Regulation
                S-X Minority interests (page F-176)

              3,060,475

              4,075,

Mail Stop 4561

September 5, 2007

By U.S. Mail and facsimile  to 011-34-91- 257-1282.

José Antonio Alvarez
Chief Financial Officer
Banco Santander Central Hispano, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander Central Hispano, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2006
 File No. 001-12518

Dear Mr. Alvarez:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments in
future filings.  If you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is  unnecessary.  Please be as detailed as
necessary in your explanation.  In our comment, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Consolidated Financial Statements

Note 1.  Introduction, basis of presentation of the consolidated financial statements and
other information
b) Basis of presentation of the conso lidated financial statements, page F-7

1. In your response to comment 3 of our comment letter dated September 26, 2006, you indicated that you present a measure t itled “Net Operating Income” in your

José Antonio Alvarez
Banco Santander Central Hispano, S.A.
September 5, 2007 Page 2
consolidated income statement that excludes provisions and impairment losses based on the requirements of the Bank of Spain’s Circular 4/2004.  Paragraph BC13 of IAS 1 expressly states that it w ould be inappropriate if items of an
operating nature were excluded from net operating income.  Therefore, please
revise this section in future filings to explicitly disclose that the presentation
required by the Bank of Spain’ s Circular 4/2004 differs from  IFRS in this respect,
and provide the disclosures require d by paragraph 18 of IAS 1.

2. Similarly, your response to comment 1 of our comment letter dated September 26, 2006 indicates that you are presenting a measure titled “Gross Income” on your consolidated income statement based on th e requirements of the Bank of Spain’s
Circular 4/2004.  However, the measure as  you have computed it does not reflect
gross income in the sense that it genera lly defined because it does not include all
income amounts and it is reduced by certa in expenses.  Therefore, please revise
this section in future filings to explicitly disclose that the presentation required by the Bank of Spain’s Circular 4/2004 differs from IFRS in this respect, and provide
the disclosures required by pa ragraph 18 of IAS 1.

d) Measurement of financial a ssets and liabilities and recognition of fair value changes
iii) Valuation tec hniques, page F-19

3. In future filings, please revise to disclo se the assumptions used in your internal
models to determine the fair value of each class of financial instruments.  Refer to
paragraph 27 of IFRS 7.

Note 5.  Remuneration and other benefits paid to the Bank’s di rectors and senior
managers
e) Loans, page F-52

4. Please revise to disclose in future filings, if true, that loans to related parties were
made on terms equivalent to those on an arms length basis.  Refer to paragraph 21
of IAS 24.  Otherwise, please revise to disclose the fa vorable terms on which such
loans were made to the extent the disclosu re is applicable pursuant to paragraph
17 of IAS 24.

Note 58.3 Net Income and Stockhol ders’ Equity reconciliations
Notes to the Net Income and to the Stockhol ders’ Equity Reconcil iation, Allowances for
credit losses, page F-162

5. In future filings, please revise your disclo sure at the top of page F-163 regarding
your use of “peer group” information pursu ant to the Bank of Spain’s Circular
4/2004 to more clearly specify the scope of your use of such data.  If, as you have
indicated in past correspondence an d discussions, your use of peer group
information for the calculation of allowances is limited to loans made within the

José Antonio Alvarez
Banco Santander Central Hispano, S.A.
September 5, 2007 Page 3
Spanish market, please revise this section in  to disclose that fact.  Please similarly
revise your allowance methodology disclosu res elsewhere in the filing, including
but not limited to Note 2.g).

Note 58.5 Consolidated financ ial statements, page F-174

6. The Minority Interest of Euros 3,060,475,000 as of December 31, 2006, presented
on page F-176 for EU-IFRS required to be applied under Bank of Spain’s Circular 4/2004 is not consistent with the Minority Interest amount of Euros 2,220,743,000 presented on page F-160.  Please reconcile this inconsistency.

7. Please revise future filings to provide a condensed Statement of Cash Flows for your parent company.  Refer to Rule 12-04 of Regulation S-X.

Note 59.4 Derivative Financial Instruments, page F-197

8. Please address the following regarding your use of intercompany derivatives
which you briefly describe on page F-198:
a. Please tell us in more detail the pr ocess by which deriva tive instruments are
obtained by your lines of business for hedge accounting purposes.  For example, tell us which group or groups (i.e. Treasury, Trading Desk, etc.) are
responsible for obtaining these deriva tive instruments, and describe the
process by which they are obtained.
b. Tell us if the responsible groups obtai n the derivative instruments from
internal or external sources or both.
c. Tell us who is responsible for determ ining whether the conditions for hedge
accounting are achieved for IAS 39 and how they make that determination.
Additionally, tell us how th ey specifically consider the internal and external
hedging instruments.
d. Tell us who is responsible for determ ining whether the conditions for hedge
accounting are achieved for SFAS 133 and how  they make that determination.
Additionally, tell us how th ey specifically consider the internal and external
hedging instruments.
e. In connection with the above, tell us  in detail how the lines of business
determine whether the conditions for hedge accounting are achieved for
purposes of IAS 39.
f. Similarly, tell us in detail how the lines of business determine whether the
conditions for hedge accounting are achieved for purposes of SFAS 133.

José Antonio Alvarez
Banco Santander Central Hispano, S.A.
September 5, 2007 Page 4

* * * * *

Please revise your document in response to these comments within 10 business
days or tell us when you will provide us with  a response.  Please provide us with your
proposed disclosures and furnish a cover lette r that keys your response to our comments,
indicates your intent to incl ude the requested revisions in your future filings and provides
any requested supplemental information.  Pleas e understand that we may have additional
comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Rebekah M oore at (202) 551-3463 or me at (202) 551-3494 if
you have questions.

Sincerely,

Kevin W. Vaughn
Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

                June
                  12, 2007

    Via
      EDGAR (Correspondence) and Courier

    Mr.
      Paul
      Cline

    Senior
      Accountant

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    U.S.A.

              Re:

              Banco
                Santander Central Hispano, S.A. (the “Bank” and, together with its
                consolidated subsidiaries, the
“Group”)

              Form
                20-F for the Fiscal Year Ended December 31,
                2005

              File
                No. 001-12518

    Dear
      Mr.
      Cline:

    By
      letter
      dated May 31, 2007, you provided comments, in addition to those provided by
      letter dated September 26, 2006, on behalf of the staff (the “Staff”) of the
      U.S. Securities and Exchange Commission (the “SEC”) with respect to the Bank’s
      annual report on Form 20-F for the fiscal year ended December 31, 2005 (“Form
      20-F”). In response to your comments and on behalf of the Bank, we have provided
      responses to those comments and supplementary information as indicated below.
      The text set forth below in bold-faced type, immediately following each
      paragraph number, is a verbatim reproduction of the comments included in your
      letter and appears in the order set forth therein.

    Consolidated
      Financial Statements

    58.3
      Net Income and Stockholder’s Equity reconciliations between IFRS and US GAAP,
      page F-122

    1.
      We note that the Bank of Spain requires specific application of minimum
      allowance percentages for non-performing past due assets which do not appear
      to
      consider transaction or client specific factors. Please tell us how you
      considered the application of these minimum allowances percentages in your
      IFRS
      to U.S. GAAP reconciliations.

    Response

    As
      disclosed in Note 2.g) to our financial statements included in our 2005 Form
      20-F, the Group performs, for our instruments giving rise to credit risk, an
      analysis on a client by client basis, in order to determine the allowance for
      loan losses arising from any specific credit risk relating to such instruments
      that is identified pursuant to such analyses.  This analysis considers
      the following: (i) the present value of expected future cash flows, discounted
      at an appropriate discount rate; (ii) the debtor’s financial situation; and
      (iii) any guarantees in place.

    Allowances
      for loan losses calculated as a result of the foregoing procedures for
      non-performing loans must not result in a lower amount than that resulting
      from
      application of the minimum allowances percentages detailed in Note 2.g) to
      our
      2006 statutory financial

    statements,
      available in our Form 6-K filed with the SEC (http://www.sec.gov/Archives/edgar/data/891478/000136231007000535/c70399e6vk.htm#101)
      and which will be included in our 2006 Form 20-F.

    These
      minimum percentages, as established by the Bank of Spain, are a function of
      the
      length of time during which each specific operation and/or client remains
      past-due. Given each country’s legal background, and supported by our experience
      in terms of final historical default data, we consider past-due period length
      of
      any loan as a benchmark indicator of the appropriate level of allowances for
      loan losses. As a result, even if the Bank of Spain did not require these
      minimum percentages for allowances for loan losses, we would nonetheless apply
      similar percentages in our calculations of loan loss reserves because they
      are
      consistent with our historical experience.

    Therefore,
      no material differences arise in the application of the methodology established
      by us under IFRS in the determination of specifically determined allowances
      and
      the U.S. GAAP requirements.

    2.
      Please tell us if you expect to record any differences in the allowance for
      loan
      losses under IFRS as a result of changing from the statistical provisioning
      model presently required by the Bank of Spain to the use of your internal risk
      models subsequent to approval by the Bank of Spain.

    Response

    We
      are not
      aware of when the Bank of Spain will validate our internal risk
      models.

    Given
      the
      dynamic nature of our loan portfolios and the potential for change in economic
      factors, as well as the fact that we may in the future acquire new businesses,
      we may need to fine tune certain key assumptions in those internal risk models
      after validation by the Bank of Spain. Hence we expect that the potential
      decrease in our IFRS allowances for inherent loan losses collectively determined
      due to the use of our internal models, subsequent to the testing and validation
      by the Bank of Spain, would not exceed, and may possibly eliminate, the existing
      difference in the calculation of allowances for loan losses under IFRS and
      U.S.
      GAAP.

    *  *  *  *

    In
      addition, as requested, we acknowledge that:

              ·

              The
                Bank is responsible for the adequacy and accuracy of the disclosure
                in the
                filing;

              ·

              Staff
                comments or changes to disclosure in response to staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                filing; and

              ·

              The
                Bank may not assert Staff comments as a defense in any proceeding
                initiated by the Commission or any person under the federal securities
                laws of the United States.

    Should
      you
      have any questions about the responses contained herein, please contact José
Antonio Álvarez at +34-91-289-32-80.

    Very
      truly
      yours,

    /s/ José Antonio
Álvarez

    José
      Antonio Álvarez

    Chief
      Financial Officer

    Cc:

    Mr.
      Nicholas Adams Kronfeld, Davis Polk & Wardwell

    Mr.
      Germán
      de la Fuente, Deloitte, S.L.

    Mr.
      Manuel
      Arranz, Deloitte, S.L.

    Mr.
      Javier
      Arizmendi, Banco Santander Central Hispano, S.A.

Mail Stop 4561

May 31, 2007

By U.S. Mail and facsimile  to 011-34-91- 257-1282.

José Antonio Alvarez
Chief Financial Officer
Banco Santander Central Hispano, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander Central Hispano, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2005
 File No. 001-12518

Dear Mr. Alvarez:

We have reviewed your response and have the following additional comments.  In
our comments, we ask you to provide us with  supplemental information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.    We may also have additional comments due to ongoing
consultations with the Office of the Chie f Accountant of the Commission and with
international accounting regulatory agencies.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Consolidated Financial Statements

58.3  Net Income and Stockholder’s Equity reconciliations between IFRS and U.S.
GAAP, page F-122

1. We note that the Bank of Spain requir es specific application of minimum
allowance percentages for non-performing past due assets which do not appear to consider transaction or clie nt specific factors.  Pleas e tell us how you considered

José Antonio Alvarez
May 31, 2007
Page 2
the application of these minimum allowa nce percentages in your IFRS to U.S.
GAAP reconciliations.

2. Please tell us if you expect to record any difference in the allowance for loan losses under IFRS as a result of changing from the statistical  provisioning model
presently required by the Bank of Spain to the use of your internal risk models
subsequent to approval by the Bank of Spain.

* * * * *

Please provide a response to these comment s within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter that keys your response to our comments and provides the requested supplemental information.  Please
understand that we may have additional comments after reviewing your responses to our comments.

You may contact Rebekah M oore at (202) 551-3463 or me at (202) 551-3851 if
you have questions.

Sincerely,

Paul Cline
Senior Accountant

CORRESP
1
filename1.htm

    Alfredo
    Sáenz Abad

    Vicepresidente
    2° y Consejero Delegado

     April 27, 2007

     Re:
     Banco Santander
          Central Hispano, S.A.

    Form 20-F for the fiscal year
    ended December 31, 2005

Response Letter dated September 25, 2006

Response Letter dated December 1, 2006

Response Letter dated February 2, 2007

File No. 1-12518

     Ms. Cecilia
        D. Blye

    Chief, Office of Global Security Risk

Division of Corporation Finance

    United States Securities and Exchange Commission

100 F Street N.E.

    Washington, D.C. 20549

     Dear Ms. Blye:

         Thank
          you for your letter dated March 21, 2007, setting forth comments of
          the staff of the Office of Global Security Risk of the Division of
          Corporation Finance (the “Staff”)
          of the United States Securities and Exchange Commission to our response
          letter dated February 2, 2007 to your comment letter, dated December
          20, 2006, relating to the annual report on Form 20-F for the year
          ended December 31, 2005 of Banco Santander Central Hispano, S.A. (“Santander”).

            We
          set forth below our responses to the Staff’s comments. In order
          to facilitate the Staff’s review, we have reproduced the captions
          and numbered comments from the Staff’s comment letter in boldface
    text and our responses follow each comment.

     *******************************

     General-

     1.
     We note your
          response to comment 1 of our letter dated December 20, 2006. We remain
          of the view that it would be appropriate for future filings to include
          disclosure regarding your Iran-related operations, including the
          fact that you maintain a correspondent relationship with Bank Saderat
    and the fact that the U.S. Department of the Treasury

    Alfredo
    Sáenz Abad

    Vicepresidente
    2° y Consejero Delegado

    has
          identified Bank Saderat as facilitating Iran’s transfer of funds
          to terrorist organizations. The disclosure should also include the
          fact that you maintain a correspondent relationship with Bank Sepah
    and the fact that the U.S. Department of the Treasury has designated  Bank
    Sepah for providing support and services to designated Iranian proliferation
    firms.

             We
        inform the Staff that Santander has recently terminated its correspondent
        relationships with both Bank Sepah and Bank Saderat. As a result, Santander
        will no longer conduct any new business with either of these two banks.
        However, the following residual business transactions between Santander
    and these two banks will remain in place until their maturity:

    Bank Sepah

         Bank Sepah had a Euro account with Santander
            which has been cancelled. Pursuant to the European Union’s implementation
            of the United Nation Security Council’s sanctions against Iran,
            Santander has frozen the €204 balance from that account belonging
            to Bank Sepah.

        Santander has outstanding
            confirmed commercial letters of credit issued by, and export credit
            facility financings (in the form of “on-lending loans” as
            discussed in our response letter to the Staff dated September 25,
            2006) with, Bank Sepah in the amount of approximately €77 million
            (with varied maturity dates extending through 2014). Of this amount,
            approximately €74 million is insured by the Compañía
            Española de Crédito a la Exportación (“CESCE”),
            the Spanish export credit agency. As a result, Santander’s exposure
            under these letters of credit and export credit facility financings
            is limited to approximately €3 million.

        In addition to the aforementioned
            confirmed commercial letters of credit, Santander has acted as the
            advising bank on other commercial letters of credit issued by Bank
            Sepah which are unconfirmed, and therefore Santander has no financial
            exposure thereunder. Finally, there may be outstanding commercial
            letters of credit that were issued by Santander for its Spanish customers
            and confirmed or advised by Bank Sepah, but any risk of non-payment
            relating to those letters of credit rests with Santander’s customers
            (and with Bank Sepah). With respect to the unconfirmed commercial
            letters of credit issued by Bank Sepah as well as any commercial
            letters of credit issued by Santander

    Alfredo
    Sáenz Abad

    Vicepresidente
    2° y Consejero Delegado

      and confirmed
              or advised by Bank Sepah, because
              Santander does not have any financial exposure thereunder, Santander’s
              systems do not track the amounts outstanding thereunder, if any. However,
              Santander estimates that any such outstanding amounts are de minimis.

      Although
                Santander has terminated its correspondent relationship with
          Bank Sepah, there is no contractual basis under any of these letters
          of credit and export credit facility financings for Santander to require
          repayment and/or to terminate them at this time. As a result, Santander
          cannot eliminate these residual transactions without writing off the
          amounts outstanding and/or breaching the relevant agreements. However,
          Santander will not confirm any additional letters of credit issued
          by Bank Sepah. In addition, Santander will not issue any
          additional letters of credit for confirmation
          by, nor extend any export credit facility financings to, Bank Sepah.

    Bank
            Saderat

         Santander has outstanding confirmed commercial
            letters of credit issued by Bank Saderat in the amount of approximately €9.1
            million (with varied maturity dates extending through 2007). Of this
            amount, however, approximately €8.3 million is insured by CESCE.
            As a result, Santander’s exposure under these letters of credit
            is limited to approximately €0.8 million.

         In addition to the aforementioned
            confirmed commercial letters of credit, Santander has acted as the
            advising bank on other commercial letters of credit issued by Bank
            Saderat which are unconfirmed, and therefore Santander has no financial
            exposure thereunder. Finally, there may be outstanding commercial
            letters of credit that were issued by Santander for its Spanish customers
            and confirmed or advised by
            Bank Saderat, but any risk of non-payment relating to those letters
            of credit rests with Santander’s customers (and with Bank Saderat).
            With respect to any unconfirmed commercial letters of credit issued
            by Bank Saderat as well as the commercial letters of credit issued
            by Santander and confirmed or advised by
            Bank Saderat, because Santander does not have any financial exposure
            thereunder, Santander’s systems do not track the amounts outstanding
            thereunder, if any. However, Santander estimates that any such outstanding
            amounts are de minimis.

    Alfredo
    Sáenz Abad

    Vicepresidente
    2° y Consejero Delegado

        Although
            Santander has terminated its correspondent relationship with Bank Saderat,
            there is no contractual basis under these letters of credit for Santander
            to require repayment and/or to terminate them at this time. As a result,
            Santander cannot eliminate these residual transactions without writing
            off the amounts outstanding and/or breaching the relevant agreements.
            However, Santander will neither confirm any additional letters of credit
            issued by Bank Saderat, nor issue any additional letters of credit for
        confirmation by Bank Saderat.

              While
        Santander continues to be engaged in certain de
        minimis activities relating to Iran
        (as described in Santander’s response letters to the Staff dated
        September 25, 2006, December 1, 2006 and February 2, 2007), these activities
        are neither qualitatively nor quantitatively material to investors in
        our securities. For the reasons stated in our prior letters, we believe
        that Santander’s Iran-related activities have at no time been
        either qualitatively or quantitatively material, but in view of the particular
        sensitivities to institutions such as Bank Sepah and Bank Saderat, we
        have terminated our correspondent relationships with these banks. In
        the absence of these relationships, we do not believe that our remaining
        activities relating to Iran could potentially be viewed as material from
        any perspective. Accordingly, we do not believe that under current circumstances,
    disclosure  regarding Santander’s Iran-related
    operations should be included in our future filings.

     2.
      We
            note your response to comment 2 of our letter dated December 20,
            2006. It appears to the staff that it would be appropriate for future
            filings to include disclosure regarding the fact that you maintain
            a correspondent relationship with the Commercial Bank of Syria and
            that the U.S. Department of the Treasury has designated the Commercial
            Bank of Syria as a bank of primary money laundering concern.

              We
        inform the Staff that Santander has recently terminated its correspondent
        relationship with the Commercial Bank of Syria. As a result, Santander
        will no longer conduct any new business with this bank. However, the
        following residual business transactions between Santander and the Commercial
    Bank of Syria will remain in place until their maturity:

    Alfredo
    Sáenz Abad

    Vicepresidente
    2° y Consejero Delegado

         Santander has issued guarantees (in the
            form of “bid bonds”) on behalf of its Spanish customers
            in favor of the Commercial Bank of Syria’s customers in the
            amount of approximately €3 million. Because of their nature
            as bid bonds, these guarantees will remain in place until the Spanish
            customers have complied with their obligations relating to the relevant
            bid. To the extent Santander would be required to make any payments
            under these guarantees, it would have recourse against the relevant
            Spanish customer, and not the Commercial Bank of Syria. Therefore,
            any risk of non-payment that Santander may bear as a result of
            issuing these guarantees is to its Spanish customers, and not to
            the Commercial Bank of Syria.

         In addition to these bid bonds, Santander
            may have acted as the advising bank on other commercial letters of
            credit issued by the Commercial Bank of Syria which are unconfirmed,
            and therefore Santander would have no financial exposure thereunder.
            Finally, there may be outstanding commercial letters of credit that
            were issued by Santander for its Spanish customers and confirmed
            by the Commercial Bank of Syria, but any risk of non-payment
            relating to those letters of credit rests with Santander’s customers
            (and with the Commercial Bank of Syria). With respect to any unconfirmed
            commercial letters of credit issued by the Commercial Bank of Syria
            as well as any commercial letters of credit issued by Santander and
            confirmed or advised by
            the Commercial Bank of Syria, because Santander does not have any
            financial exposure thereunder, Santander’s systems do not track
            the amounts outstanding thereunder, if any. However, Santander estimates
            that any such outstanding amounts are de
            minimis.

      Although
            Santander has terminated its correspondent relationship with the Commercial
            Bank of Syria, there is no contractual basis under the guarantees or
            the letters of credit for Santander to terminate them at this time. As
            a result, Santander cannot eliminate these residual transactions without
            breaching the relevant agreements. However, Santander will not issue
            or extend any additional guarantees to, or letters of credit for confirmation
        by, the Commercial Bank of Syria.

              While
        Santander’s activities with the Commercial Bank of Syria have historically
        been de minimis,
        in view of the particular sensitivities to institutions such as the Commercial
    Bank of Syria, we have terminated our correspondent

    Alfredo
    Sáenz Abad

    Vicepresidente
    2° y Consejero Delegado

     relationship
        with this bank. As a result, we do not believe it is necessary to include
        disclosure in our future filings relating to our now-terminated relationship
    with the Commercial Bank of Syria.

    3.
     Please
          provide us with the text of the disclosure you propose to include in
          response to the foregoing comments prior to including it in a filed
    document.

              For
        the reasons discussed above in response to Comments #1 and #2, we do
        not believe the requested disclosure should be included in our future
    filings.

    *******************************

            In
        providing the above responses, and in response to the Staff’s request,
    we hereby acknowledge that:

       Santander is responsible for the adequacy
          and accuracy of the disclosure in
          its filings with the Commission;

       Staff comments or changes to this disclosure
          in response to Staff comments do
          not foreclose the Commission from taking any action with
          respect to the filing; and

       Santander may not assert Staff comments
          as a defense in any proceeding initiated
          by the Commission or any person under the federal
          securities laws of the United States.

            If
        you have any questions regarding this letter or the responses, please
        do not hesitate to contact the undersigned in Madrid at 011-34-91-259-6611
        or fax: 011-34-91-257-1282, or our counsel, Nicholas
        Kronfeld of Davis Polk & Wardwell, at 212-450-4950 or fax:
    212-450-3950.

    Very
        truly yours,

    /s/ Alfredo Sáenz

    Alfredo
        Sáenz

    Chief
        Financial Officer

    cc: Mr. Jack Guggenheim

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      March 21, 2007

Via U.S. Mail and Facsimile

Alfredo Saenz
Chief Financial Officer
Banco Santander Central Hispano, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

RE:		Banco Santander Central Hispano, S.A.
		Form 20-F for the fiscal year ended December 31, 2005
		Response letter dated September 25, 2006
		Response letter dated December 1, 2006
		Response letter dated February 2, 2007
		File No. 1-12518

Dear Mr. Saenz:

      We have reviewed your response letter dated February 2,
2007,
and have the following comments.  Please be as detailed as
necessary
in your response.  After reviewing this information, we may raise
additional comments.  We welcome any questions you may have about
our
comments or on any other aspect of our review.  Feel free to call
us
at the telephone numbers listed at the end of this letter.

General -

1. We note your response to comment 1 of our letter dated December
20, 2006.  We remain of the view that it would be appropriate for
future filings to include disclosure regarding your Iran-related
operations, including the fact that you maintain a correspondent
relationship with Bank Saderat and the fact that the U.S.
Department
of the Treasury has identified Bank Saderat as facilitating Iran`s
transfer of funds to terrorist organizations.  The disclosure
should
also include the fact that you maintain a correspondent
relationship
with Bank Sepah and the fact that the U.S. Department of the
Treasury
has designated Bank Sepah for providing support and services to
designated Iranian proliferation firms.
2. We note your response to comment 2 of our letter dated December
20, 2006.  It appears to the staff that it would be appropriate
for
future filings to include disclosure regarding the fact that you
maintain a correspondent relationship with the Commercial Bank of
Syria and that the U.S. Department of the Treasury has designated
the
Commercial Bank of Syria as a bank of primary money laundering
concern.
3. Please provide us with the text of the disclosure you propose
to
include in response to the foregoing comments prior to including
it
in a filed document.

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      Please contact Jack Guggenheim at (202) 551-3523 if you have
any questions about the comment or our review.  You may also
contact
me at (202) 551-3470.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Todd Schiffman
		Donald Walker
		Division of Corporation Finance

		Nicholas Kronfeld
		Davis Polk & Wardwell
Alfredo Saenz
Banco Santander Central Hispano, S.A.
March 21, 2007
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Alfredo Sáenz Abad

  Vicepresidente 2° y Consejero Delegado

    February 2, 2007

      Re:

      Banco Santander Central Hispano, S.A.

      Form 20-F for the fiscal year ended December 31, 2005

      Response Letter dated September 25, 2006

      Response Letter dated December 1, 2006

      File No. 1-12518

  Ms. Cecilia D. Blye

  Chief, Office of Global Security Risk

  Division of Corporation Finance

  United States Securities and Exchange Commission

  450 Fifth Street, N.W.

Washington, D.C. 20549-5546

  Dear Ms. Blye:

       Thank you for
  your letter dated December 20, 2006, setting forth comments of the staff of
  the Office of Global Security Risk of the Division of Corporation Finance (the “Staff”)
  of the United States Securities and Exchange Commission to our response letter
  dated December 1, 2006 to your comment letter, dated August 30, 2006, relating
  to the annual report on Form 20-F for the year ended December 31, 2005 (the “2005 Form 20-F”)
of Banco Santander Central Hispano, S.A. (“Santander” or the “Company”).

       We set forth
  below our responses to the Staff’s comments. In order to facilitate the Staff’s review, we have reproduced the captions and numbered comments from the Staff’s
  comment letter in boldface text and have used captions in our responses which
follow each comment.

  *******************************

  General-

      1.

      We note your response to comment 1
      of our letter dated November 16, 2006. It appears to the staff that it
      would be appropriate for future filings to include disclosure regarding
      your Iran-related operations, including the fact that you maintain a correspondent
      relationship with Bank Saderat and the fact that the U.S. has identified
      Bank Saderat as facilitating Iran’s transfer of funds to terrorist
    organizations.

    Alfredo Sáenz Abad

  Vicepresidente 2° y Consejero Delegado

    Please advise us whether your dealings
          with Bank Saderat are limited to your correspondent relationship, and
          describe for us the nature and extent of any additional dealings with
          Bank Saderat. Any disclosure in future filings regarding your dealings
          with Bank Saderat should make clear the nature and extent of your dealings
    with the bank.

    Please provide us with the text of the
          disclosure you propose to include in response to this comment prior
    to including it in a filed document.

     We confirm that
    our only business dealings with Bank Saderat are those resulting from our
    correspondent relationship with them. More specifically, through this correspondent
    relationship, we process payment orders from and to Bank Saderat and also
    receive, advise and if applicable confirm letters of credit that are issued
    by Bank Saderat to our clients. As part of the correspondent relationship,
    Bank Saderat maintains current accounts at Banco Santander for use in reimbursement
of the aforementioned transactions.

       In addition, we note that the
  U.S. Department of Treasury has also recently identified Bank Sepah as providing
  financial services to Iranian entities responsible for developing missiles
capable of carrying weapons of mass destruction.

       We confirm that we have a correspondent
  relationship, as described in our letter to the Staff dated September 25, 2006,
  with Bank Sepah and our only business dealings with this bank are those resulting
  from our correspondent relationship with them. More specifically, through this
  correspondent relationship, we process payment orders from and to Bank Sepah
  and also receive, advise and if applicable confirm letters of credit that are
  issued by Bank Sepah to our clients. As part of the correspondent relationship,
  Bank Sepah maintains a current account at Banco Santander for use in reimbursement
of the aforementioned transactions.

       With respect
  to the Staff’s comment that Santander include disclosure in its future filings regarding its operations in Iran, we respectfully reiterate our belief, which we have reconsidered in
depth on the basis of the Staff’s comments, that Santander’s operations in Iran are neither qualitatively nor quantitatively material. Moreover, we do not believe that, independent of materiality, there is any form requirement pursuant to
which disclosure of such operations would be necessary.  Form 20-F requires disclosure only as to the “principal markets in which the company competes” and does not otherwise require disclosure as to the Company’s
operations in Iran (or in any other specified country). Accordingly, we do not
believe that, under current circumstances, such disclosure should be included
in our future filings.

    Alfredo Sáenz Abad

  Vicepresidente 2° y Consejero Delegado

    2.
    We note the reference in your response
          to comment 1 to “customers who are nationals or residents in countries
          considered of high-risk in terms of money laundering or financing of
          terrorism.” Please identify for us the countries to which you
          refer. To the extent that you have contacts with additional countries
          identified by the U.S. as state sponsors of terrorism, provide the
          same type of information and analysis regarding your contacts with
          those countries as we requested regarding your contacts with Iran in
    our letter dated August 30, 2006.

    We inform the Staff that the following countries
        are those countries that we consider to be of high-risk in terms of money
        laundering or financing of terrorism: Afghanistan, Palestine, Iran, Iraq,
    North Korea, Pakistan, Sudan, Somalia, Syria and Yemen.

    With respect to the Staff’s
        request that we identify and describe our contacts with those countries
        identified by the U.S. as state sponsors of terrorism, we inform you
        that Santander, within the framework of its global business activities,
        maintains an exclusively commercial relationship in support of the export
        activities of its Spanish customers with the following countries identified
        by the U.S. as states sponsors of terrorism (in addition to Iran): Cuba,
        Sudan and Syria. We set forth below the same type of information and
        analysis regarding our contacts with these three countries as was requested
        by the Staff regarding our contacts with Iran in the Staff’s letter
    dated August 30, 2006.

     Our
  contacts with Cuba, Sudan and Syria considered individually or in the aggregate
  are de minimis. To our knowledge, we have not provided
any financing or other products or services to Cuba, Sudan or Syria relating
  to dual use or military use products. Furthermore, our contacts with, or financial
services related to, Cuba, Sudan and Syria are limited to the following:

    CUBA

    •
    Correspondent Relationships. As is
        customary in the banking sector, we have correspondent
        relationships with banks in a number of different
        countries, including Cuba, namely, Banco de Crédito y Comercio,
        Banco Popular de Ahorro, Banco Financiero Internacional,
        Banco Internacional de Comercio and Banco Exterior de
        Cuba, for the purpose of carrying out commercial transactions on behalf
        of our customers. Our volume of commercial transactions to and
        from Cuba pursuant to these correspondent relationships has historically
    been very low.

    •
    Export Letters of Credit. In connection
        with the exportation of goods and services to Cuba,
        certain of our customers are issued letters of credit
        by Cuban correspondent banks. We serve as the advising bank for
        these letters of credit, and forward them to the exporters without adding
    our confirmation (i.e., we do not guarantee payment against

    Alfredo Sáenz Abad

      Vicepresidente 2° y Consejero Delegado

    conforming documents). Consequently, these
        letters of credit are not paid until sufficient funds are received for
    their payment.

    For the twelve months ended December 31, 2005
        and the six months ended June 30, 2006, we had effected transactions
        in letters of credit issued by Cuban banks in an aggregate principal
    amount of approximately €8.5 million and €2.2 million, respectively.

    SUDAN

    •
    Correspondent Relationships. In order to support
        the commercial activity of our customers in Sudan,
        we maintain a correspondent banking relationship
        with the Omdurman National Bank. Our volume of
        commercial transactions to and from Sudan pursuant to this
    correspondent relationship has historically been de minimis.

    •
    Export Letters of Credit. In connection with the
        exportation of goods to Sudan, certain of our customers
        are issued letters of credit by Omdurman National
        Bank. We serve as the advising bank for these letters
        of credit, and forward them to the exporters without adding our
        confirmation (i.e., we do not guarantee payment against conforming
        documents). Consequently, these letters of credit are not paid
        until sufficient funds are received for their payment.

    For the twelve months ended December 31, 2005 and the
        six months ended June 30, 2006, we had effected transactions in letters
        of credit issued by Sudanese banks in an aggregate principal amount of
        approximately €0.005
    million and €0.035 million, respectively.

    SYRIA

    •
    Correspondent Relationships. We also maintain correspondent relationships
        with two banks in Syria, namely, Banque Bamo Saudi Fransi
        and Commercial Bank of Syria, for the purpose of carrying out commercial
        transactions on behalf of our customers. Our volume of commercial
        transactions to and from Syria pursuant to these correspondent
    relationships has historically been very low.

    We note that the Commercial Bank of Syria has been designated
        by the U.S. Department of Treasury as a bank of “primary money laundering
    concern”.

    We confirm that our only business dealings with the Commercial
        Bank of Syria are those resulting from our correspondent relationship
        with them. More specifically, through this correspondent relationship,
        we effect payment orders to and from the Commercial

    Alfredo Sáenz Abad

      Vicepresidente 2° y Consejero Delegado

    Bank of Syria on behalf of our clients, and
        also serve as the advising bank for letters of credit, and forward them
    to the exporters without adding our confirmation.

    •
    Export Letters of Credit. In connection
        with the exportation of goods to Syria, certain
        of our customers are issued letters of credit by Syrian
        correspondent banks. We serve as the advising bank for these letters
        of credit, and forward them to the exporters without adding our
        confirmation (i.e., we do not guarantee payment against conforming
        documents). Consequently, these letters of credit are not paid
        until sufficient funds are received for their payment. For the twelve
        months ended December 31, 2005 and the six months ended June
        30, 2006, we had effected transactions in letters of credit issued by
        Syrian banks in an aggregate principal amount of approximately €0.516
    million and €0, respectively.

    In addition, in connection with one of our customer’s
        importation of goods from Syria, we have issued one letter of credit
        to a Syrian private company on behalf of that customer. As of June 30,
        2006, this letter of credit was outstanding in an aggregate principal
        amount of approximately €0.125
    million.

     In addition
  to the qualitative factors we considered in making our analysis, we are aware
  of the sentiments expressed in the state legislation described in the comment
  #2 in the Staff’s letter
dated August 30, 2006. Although recognizing the sentiment expressed and restrictions
  imposed through these statutes, we do not believe that the effect or purpose
  of such state statutes would impact our conclusions regarding the absence of
  material investment risk arising from our contacts with Cuba, Sudan or Syria
  or that a reasonable investor would expect further disclosure with respect
to those contacts in our Form 20-F for 2005.

       As noted above, our contacts with
  Cuba, Sudan and Syria are an entirely insignificant and immaterial component
  of our business. In assessing the materiality of our contacts with these countries,
  both individually and in the aggregate, we have considered both quantitative
  and qualitative factors. For the reasons we describe below, we believe that
  our contacts with Cuba, Sudan and Syria are not material to our results of
  operations or financial condition. We further believe that, in light of the de minimis size and nature of these contacts, such contacts do not constitute a material investment risk for our security holders. Our
assessment of qualitative factors included consideration of the potential impact of our corporate activities in these countries upon our reputation and share value.

       In quantitative terms, we believe
  that our contacts with these countries, individually and in the aggregate,
  are not material. We estimate that less than 0.005% of our net attributable
  income and 0.003% of our net interest income for the year ended December 31,
  2005, and 0.004% of our net attributable income and 0.002% of our net interest
income for the six months ended June 30, 2006,

    Alfredo Sáenz Abad

      Vicepresidente 2° y Consejero Delegado

  were generated from our contacts with these countries. These contacts have made no material contribution to our results of operations or financial condition and are not expected to have any material impact in subsequent
periods.

       Further, we do not believe that
  any of our other past or current contacts with these countries would be qualitatively
  material to a reasonable investor making an investment decision about our shares.
  Rather, we believe that any reasonable investor would expect a bank such as
  ours to have correspondent banking relationships throughout the countries of
  the world with which the Spanish Government maintains trade relations and to
  have letters of credit related to the commercial activities of our Spanish
  customers with such countries. To the extent that Cuba, Sudan and Syria are
  among the countries with which we have these customary banking relationships,
  we do not believe a reasonable investor would consider this material in making
an investment decision about our shares.

      3.

      We note your response to comment 2 of our letter dated November 16, 2006. If you participate in transactions that result, directly or indirectly, in the payment of cash to the Iranian government, please address specifically the
applicability of amended Section 5(b) of ISA to your participation in such transactions.

  The following are the only transactions that we participate
      in that result, directly or indirectly, in the payment of cash to the Iranian
    government:

  •
  Interest Paid on Deposits from Iranian Central Bank.
      Bank Markazi, the Iranian Central Bank, maintains
      deposits with Banco Santander in Spain. In 2005, on U.S. dollar deposits
      of approximately US$587 million, Banco Santander
paid approximately €7.4 million (approximately US$8.7 million) in interest
to Bank Markazi at market rates.

  For the first six months of 2006, on Euro deposits of approximately €302
      million (approximately US$238 million) and on US dollar deposits of
      approximately US$190 million, Banco Santander paid approximately €6.6
      mil

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      December 20, 2006

Via U.S. Mail and Facsimile

Alfredo Saenz
Chief Financial Officer
Banco Santander Central Hispano, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

RE:		Banco Santander Central Hispano, S.A.
		Form 20-F for the fiscal year ended December 31, 2005
		Response letter dated September 25, 2006
		Response letter dated December 1, 2006
		File No. 1-12518

Dear Mr. Saenz:

      We have reviewed your response letter dated December 1,
2006,
and have the following comments.  Please be as detailed as
necessary
in your response.  After reviewing this information, we may raise
additional comments.  We welcome any questions you may have about
our
comments or on any other aspect of our review.  Feel free to call
us
at the telephone numbers listed at the end of this letter.

General -

1. We note your response to comment 1 of our letter dated November
16, 2006.  It appears to the staff that it would be appropriate
for
future filings to include disclosure regarding your Iran-related
operations, including the fact that you maintain a correspondent
relationship with Bank Saderat and the fact that the U.S. has
identified Bank Saderat as facilitating Iran`s transfer of funds
to
terrorist organizations.
Please advise us whether your dealings with Bank Saderat are
limited
to your correspondent relationship, and describe for us the nature
and extent of any additional dealings with Bank Saderat.  Any
disclosure in future filings regarding your dealings with Bank
Saderat should make clear the nature and extent of your dealings
with
the bank.
Please provide us with the text of the disclosure you propose to
include in response to this comment prior to including it in a
filed
document.
2. We note the reference in your response to comment 1 to
"customers
who are nationals or residents in countries considered of high-
risk
in terms of money laundering or financing of terrorism." Please
identify for us the countries to which you refer.  To the extent
that
you have contacts with additional countries identified by the U.S.
as
state sponsors of terrorism, provide the same type of information
and
analysis regarding your contacts with those countries as we
requested
regarding your contacts with Iran in our letter dated August 30,
2006.
3. We note your response to comment 2 of our letter dated November
16, 2006.  If you participate in transactions that result,
directly
or indirectly, in the payment of cash to the Iranian government,
please address specifically the applicability of amended Section
5(b)
of ISA to your participation in such transactions.

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Todd Schiffman
		Donald Walker
		Division of Corporation Finance

		Nicholas Kronfeld
		Davis Polk & Wardwell
Alfredo Saenz
Banco Santander Central Hispano, S.A.
December 20, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Alfredo
    Sáenz Abad

    Vicepresidente
    2° y Consejero Delegado

    December 1, 2006

     Re:
    Banco Santander
          Central Hispano, S.A.

    Form 20-F for the fiscal year ended
    December 31,
2005

Response Letter dated September 25, 2006

File No. 1-12518

    Ms. Cecilia
        D. Blye

     Chief, Office of Global Security Risk

Division of Corporation Finance

     United States Securities and Exchange
    Commission

450 Fifth Street, N.W.

     Washington, D.C. 20549-5546

     Dear Ms. Blye:

         Thank
          you for your letter dated November 16, 2006, setting forth comments
          of the staff of the Office of Global Security Risk of the Division
          of Corporation Finance (the “Staff ”)
          of the United States Securities and Exchange Commission to our response
          letter dated September 25, 2006 (the “1st Response”)
          to your comment letter, dated August 30, 2006, relating to the annual
          report on Form 20-F for the year ended December 31, 2005 (the
“2005 Form 20-F”)
of Banco Santander Central Hispano, S.A. (“Santander”).

            We
          set forth below our responses to the Staff’s comments. As we have
          done in our 1st Response
          letter, in order to facilitate the Staff’s review, we have reproduced
          the captions and numbered comments from the Staff’s comment letter
          in boldface text and have used captions in our responses which follow
          each comment.

     *******************************

     General-

     1.
    We note the representation
          in your response letter dated September 25, 2006, that you have correspondent
          relationships with Iranian banks, including Bank Saderat. Please expand
          your qualitative materiality analysis to address the fact that the
          United States Department of the Treasury has recently identified Bank
          Saderat as facilitating Iran’s transfer of funds to terrorist
          organizations. Please also discuss any measures you have in place to
    stem terrorism financing, and their impact on your Iran-related operations.

         In
        assessing the materiality of our contacts with Iran, particularly considering
        the fact that the United States Department of the Treasury has recently
        identified Bank Saderat as facilitating Iran’s transfer of funds
        to terrorist organizations, we confirm the belief expressed in our 1st Response
    that our contacts
          with Iran are not material to our results of operations or financial
          condition, and of course, such contacts would be even less material
          if we consider in isolation our correspondent relationship with Bank
          Saderat. We further believe that, in light of the de
          minimis size and nature of these
          contacts, such contacts do not constitute a material investment risk
          for our security holders. This assessment of qualitative factors includes
          consideration of the potential impact of our corporate activities in
    Iran upon our reputation and share value.

    Alfredo
    Sáenz Abad

    Vicepresidente
    2° y Consejero Delegado

          Further,
          we reiterate our belief that none of our past or current contacts with
          Iran (whether including or excluding our Bank Saderat contacts) would
          be qualitatively material to a reasonable investor making an investment
          decision about our shares. Rather, we believe that any reasonable investor
          would expect a bank like ours to have correspondent banking relationships
          throughout the countries of the world with which the Spanish Government
          maintains commercial relations, to have credit exposure in respect
          of financing transactions and letters of credit related to the commercial
          activities of our Spanish and other clients with such countries, and,
          in the course of conducting our business in Spain and elsewhere, to
          have deposits under custody from institutions from any number of countries
          abroad. To the extent Iran is among the countries with which we have
          these customary banking relationships (including our correspondent
          relationship with Bank Saderat), we do not believe a reasonable investor
          would consider this material in making an investment decision about
          our shares.

            With
          respect to your specific request to “discuss any measures you
          have in place to stem terrorism financing, and their impact on your
    Iran-related operations”, please note the following:

       Each transaction undertaken by the Bank
          on behalf of its customers is screened
          automatically with software developed internally by the Bank. This
          screening process enables us immediately to detect both attempts to
          open accounts and to execute transactions involving individuals or
          entities designated in the so-called
            “Applicable Lists” of relevant EU Regulations, in
            order to block the account opening or the attempted transaction immediately
            and place the funds at the disposal of the designated authorities.
            The Applicable Lists include the lists of terrorist individuals and
            organizations issued by the UN Security Council’s 1267 Committee
            (concerning Usama bin Laden, the Al-Qaida Network, and the Taliban),
            as incorporated into EU law by Council Regulation (EC) No. 881/2002,
            as amended, and the EU’s frequently-amended supplemental list
            of terrorist individuals and organizations issued by the Council
            of the European Union pursuant to its Regulation (EC) No. 2580/2001.
            For local regulatory reasons, OFAC’s List of Specially Designated
            Nationals and Blocked Persons (the “ SDN List ”) – while
            applied – is used only for subsequent
            scrutiny. Notwithstanding this, our experience has shown that the
            majority of names included on the OFAC SDN List for terrorism reasons
            is also reflected in the terrorist lists issued under the EU Regulations.

       This anti-terrorism screening process
          is observed in every jurisdiction where
          Grupo Santander operates, given the global, groupwide nature of our
          policies. These requirements are sent to our various business units
          in a centralized manner from Madrid. This process commenced with the
          initial UN Security Council sanctions against the Milosevic regime
          in 1999.

    Alfredo
    Sáenz Abad

    Vicepresidente
    2° y Consejero Delegado

     Additionally, Grupo Santander has a consolidated
      reputational risk management policy
      distributed throughout its business units, which obligates
      these units to report to the parent company any important events relating
      to money laundering or the financing of terrorism.

   The transactions monitoring systems applied
      to our costumers include different cases
      which are internationally recognised as linked to financing of
      terrorism. Specifically, we have established very strict criteria for the opening
      of banking relations with exchange bureaux and money transmitters,
      and also fractioned transactions involving small amounts are monitored.
      Likewise, regular controls are carried out on the portfolios of those
      customers who are nationals or residents in countries considered of high-risk
      in terms of money laundering or financing of terrorism.

   In the correspondent banking area, a country-risk
      evaluation is made with regard to money
      laundering and the financing of terrorism. All countries internationally
      viewed as sensitive in the financing of terrorism (including Iran)
      are considered high-risk; therefore, enhanced due diligence is applied to
      banks established there.

   In the case of correspondent banking transactions,
      our operations are screened against
      the aforementioned lists, applying the same criteria.

   The monitoring procedures established for
      correspondent banking transactions contemplate,
      among other matters, enhanced due diligence concerning
      transactions involving exchange bureaux, structured transactions,
      and multiple negotiations of small-denomination cheques.
    The selection of transactions regarded as suspicious
    is also influenced by the country of origin
    and/or destination of the funds.

   The training given to our employees explains
      the risks associated with the financing
      of terrorism.

   In accordance with local legislation, our
      internal review programme is audited
      by an external expert (in this case, Deloitte). This year’s report found
      no areas needing improvement.

          In
          addition, in light of current political tensions with Iran, we have
          decreased our internal country risk exposure limits to Iran twice since
          the summer of 2005. Given the current geopolitical tensions with Iran,
          our activities involving Iran, both through the Iran representative
          office and through our financing activities, will continue to be carefully
    reviewed and approached in a conservative manner.

    Alfredo
    Sáenz Abad

    Vicepresidente
    2° y Consejero Delegado

     2.
     Please
            address the applicability to your Iran-related operations of Section
            5(b) of the Iran and Libya Sanctions Act of 1996 (now the Iran Sanctions
            Act of 1996), as revised by the Iran Freedom Support Act, enacted
            on September 30, 2006.

         Section
        5(b) of the Iran Sanctions Act, as amended, is not applicable to our
        business activities in Iran, which do not involve arms or weapons trade
    or production financing, nor the Iranian military.

    *******************************

         In
        providing the above responses, and in response to the Staff’s request,
    we hereby acknowledge that:

       Santander is responsible for the adequacy
          and accuracy of the disclosure in
          its filings with the Commission;

       Staff comments or changes to this disclosure
          in response to Staff comments do
          not foreclose the Commission from taking any action with
          respect to the filing; and

       Santander may not assert Staff comments
          as a defense in any proceeding initiated
          by the Commission or any person under the federal
          securities laws of the United States.

         If
          you have any questions regarding this letter or the responses, please
          do not hesitate to contact the undersigned in Madrid at 011-34-91-259-6611
          or fax: 011-34-91- 257-1282, or our counsel, Nicholas Kronfeld of Davis
    Polk & Wardwell, at 212-450-4950 or fax: 212-450-3950.

    Very
        truly yours,

    /s/ Alfredo Sáenz

    Alfredo
        Sáenz

    Chief
        Financial Officer

    cc: Mr. Jack Guggenheim

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      November 16, 2006

Via U.S. Mail and Facsimile

Alfredo Saenz
Chief Financial Officer
Banco Santander Central Hispano, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

RE:		Banco Santander Central Hispano, S.A.
		Form 20-F for the fiscal year ended December 31, 2005
		Response letter dated September 25, 2006
		File No. 1-12518

Dear Mr. Saenz:

      We have reviewed your response dated September 25, 2006, and
have the following comments.  Please be as detailed as necessary
in
your response.  After reviewing this information, we may raise
additional comments.  We welcome any questions you may have about
our
comments or on any other aspect of our review.  Feel free to call
us
at the telephone numbers listed at the end of this letter.

General -

1. We note the representation in your response letter dated
September
25, 2006, that you have correspondent relationships with Iranian
banks, including Bank Saderat.  Please expand your qualitative
materiality analysis to address the fact that the United States
Department of the Treasury has recently identified Bank Saderat as
facilitating Iran`s transfer of funds to terrorist organizations.
Please also discuss any measures you have in place to stem
terrorism
financing, and their impact on your Iran-related operations.
2. Please address the applicability to your Iran-related
operations
of Section 5(b) of the Iran and Libya Sanctions Act of 1996 (now
the
Iran Sanctions Act of 1996), as revised by the Iran Freedom
Support
Act, enacted on September 30, 2006.

Please respond to this comment within 10 business days or tell us
when you will provide us with a response.  Please file your
response
letter on EDGAR.

      Please contact Jack Guggenheim at (202) 551-3523 if you have
any questions about the comments or our review.  You may also
contact
me at (202) 551-3470.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Todd Schiffman
		Donald Walker
		Division of Corporation Finance

		Nicholas Kronfeld
		Davis Polk & Wardwell

Alfredo Saenz
Banco Santander Central Hispano, S.A.
November 16, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

November 15, 2006

Via EDGAR (Correspondence) and Courier

Ms. Angela Connell

Senior Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

Re:

Banco Santander Central Hispano, S.A. (the “Bank”; the “Group”; “We”)

Form 20-F for the Fiscal Year Ended December 31, 2005

File No. 001-12518

Dear Ms. Connell:

By letter dated September 26, 2006, you provided comments on behalf of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) with respect to the Bank’s annual report on
Form 20-F for the fiscal year ended December 31, 2005 (“Form 20-F”). In response to your comments and on behalf of the Bank, we have provided responses to those comments and supplementary information as indicated below, including certain
proposed revised disclosures for inclusion in future Form 20-F filings. The text set forth below in bold-faced type, immediately following each paragraph number, is a verbatim reproduction of the comments included in your letter and appears in the
order set forth therein.

Consolidated Financial Statements

Consolidated Income Statements, page F-3

1. We note that you have presented a line item entitled “Gross Income” on your Consolidated Income Statement. Please explain to us why you consider this subtotal necessary to explain the elements of your
financial performance. Furthermore, please explain how the description of this subtotal is appropriate given that it is comprised of both income and expense items.

Response

As stated in Note 1(b), we applied International Financial Reporting Standards as adopted by the European Union (E.U.) (IFRS) in preparing our Consolidated Balance Sheet, Income Statement, Statement of Changes in Equity and
Cash Flows Statement (“Consolidated Financial Statements”) for the fiscal year ended December 31, 2005.

In order to adapt the accounting system of Spanish Credit Institutions to the new IFRS standards, the Bank of Spain issued Circular 4/2004, of December 22, on Public and Confidential Financial Reporting Rules and Formats
(the “Circular”) that all Spanish Credit Institutions subject to Bank of Spain regulatory oversight must follow. The Circular legally requires all Spanish banks to present the Consolidated Balance Sheet, Income Statement, Statement of
Changes in Equity and Cash Flow Statement following its prescribed format. As it regards to the income statement, Rule 56 and Annex III.2 (See Exhibit I for details) provided the prescribed subtotals including Gross Income.

The Circular preamble states in part:

    “The drafting of the Circular has heeded the content of the international financial reporting standards approved by the Regulations of the European Union, having due regard to the conceptual framework on which they
      are based. Accordingly, in the opinion of the Bank of Spain, entities obliged to prepare consolidated annual accounts in conformity with the rules laid down in this Circular will, as regards the matters regulated therein, also be complying with any
    obligation they may have to prepare consolidated annual accounts in accordance with the international financial reporting standards approved by the Regulations of the European Union”.

As such, we have formatted and presented our Consolidated Financial Statements for the fiscal year ended December 31, 2005 following the Circular.

With respect to the line item entitled “Gross Income”, this line item is required by the Bank of Spain as stated before and it consists of
the aggregated amount of the following: Net Interest Income, Share of Results of Entities Accounted for Using the Equity Method, Fee and Commission Income, Fee and Commission Expense, Insurance Activity Income,
Gains/Losses on Financial Assets and Liabilities (net) and Exchange Differences (net). This information and format is presented by all financial entities in Spain to provide additional information to the
investors and market analysts.

2. We note that you have classified your expenses by function on the face of your Consolidated Income Statement. While paragraph 88 of IAS 1 permits the classification of expenses by nature or function, paragraph 9 of
IAS 30 requires banks to group their income and expenses by nature. Please revise your Consolidated Income Statement to properly classify your expenses according to their nature.

Response

We confirm to the Staff that the expenses in our Consolidated Income Statement have been recorded and presented by their nature as expressly required by the Bank of Spain based on their financial activity and we believe the
information is reliable, and in accordance to paragraph 9 of IAS 30.

Furthermore, as required by the Circular, Rule 56.1 1: “In the individual income statement, income and
expense shall be divided, according to their nature, into the following items…”Therefore,
the format of our Consolidated Income Statement presented therein, consists of,
amongst other line items, “Gross income” and the
following expenses that are specifically classified by nature: “… Sales and income from provision of non-financial services, Cost of sales, Other operating income, Personnel expenses, Other
administrative expenses, Depreciation and amortization, Other operating expenses, etc…”

Additionally, we confirm that the “Cost of sales”, which is defined as follows by the Circular, Rule 56. 2.d,1 “Comprises the costs attributable to sales of goods or the provision of services that constitute the typical activity of non-financial entities not
forming part of the consolidable group of credit institutions”, do not include personnel expenses or any other expenses that do not fall within this definition.

1 See Exhibit I to this letter.

    2

3. We note that you have presented a subtotal entitled “Net Operating Income” on your Consolidated Income Statement. Please tell us how you determined that it was appropriate to exclude impairment losses and
provisions from Net Operating Income, thereby implying that such expenses are non-operating in nature. Refer to paragraph BC13 of IAS 1.

Response

As noted in response to comment 1, we have prepared our Consolidated Financial Statements following the format legally required by the Bank of Spain for all Spanish financial entities. This format, as stated by the Bank of
Spain, is IFRS compliant.

As all Spanish financial entities present the “Impairment Losses” and “Provisions” after the line item entitled “Net Operating Income”; this information and format is presented to provide additional information to the
investors and market analysts.

4. Please revise your income statement to present basic and diluted earnings per share for all periods presented. Refer to paragraph 66 of IAS 33.

Response

As noted in response to comment 1, in the required Consolidated Income Statement by the Circular, Rule 56 and Annex III.21, the format does not include earnings per share information on the face of the Consolidated Income Statement. However, the earnings per share
information has been presented as part of the Consolidated Financial Statements (note that the face of our Consolidated Financial Statements incorporates “Notes 1-4”,
as it reads in the heading therein) and can be found at Note 4 (b), pages F-38 and F-39 in our Form 20-F for fiscal year ended December 31, 2005.

To avoid possible confusion, we will present basic and diluted earnings per share information below our Consolidated Income Statement in future filings.

Consolidated Statements of Changes in Equity, page F-4

5. It appears that your Consolidated Statements of Changes in Equity presents only the changes in equity attributable to the items noted in paragraph 96 of IAS 1. Under paragraph 96, such a presentation requires this
statement to be titled “Statement of recognized income and expense.” Please revise the title of this statement accordingly or tell us why you believe the current title is appropriate.

Response

As stated above in response to comment 1, the Consolidated Statements of Changes in Equity were prepared as required by the Bank of Spain for all Spanish financial entities. We recognize that the Consolidated Statements of
Changes in Equity only include items noted in paragraph 96 of IAS 1. However, its title is merely a direct translation of the title required by the Bank of Spain.

1 See Exhibit I to this letter

    3

We propose to the Staff to retain the current title “Consolidated Statements of Changes in Equity” and that, in order to avoid confusion, we
will add “Statements of recognized income and expense” in parenthesis next to the current title, in our future filings.

Consolidated Cash Flow Statements, page F-5.

6. We note that you present interest/dividends paid as a financing activity. Please explain to us how the classification of interest paid as a financing activity impacted your net cash flows from operating activities.
For example, given that your consolidated net profit for the year includes amounts reported as interest expense, we would expect to see an adjustment in the operating section of your Cash Flow Statement to reflect the amount of interest paid that
has been classified as a financing activity.

Response

As stated above in response to comment 1, the Consolidated Cash Flow Statement was prepared following the requirements of the Circular. The required presentation and format in the Consolidated Cash Flow Statement includes
the heading “Dividends / Interest paid” although the amount included as cash flow from financing activities refers only to dividends paid; and we confirm that there
is no interest paid. We refer the Staff to Rule 58 and Annex III.4 within the Circular.

Furthermore, as a financial group, interests paid are considered part of our operating activities and included under our consolidated profit for the year caption of our Consolidated Cash Flow Statement.

As there is no interest paid, we propose to the Staff to change the current title “Dividends / Interest paid” to “Dividends paid” in our future filings.

7. Please revise to separately present cash flows from interest and dividends received and cash paid for income taxes. Refer to paragraphs 31 and 35 of IAS 7.

Response

We refer the Staff to the response to comment 6 above for details on the Consolidated Cash Flow Statement format presentation as required by the Circular.

However, in order to separate cash flows from interest and dividends received and cash paid for income taxes, we have prepared the following disclosure which we will include in future filings:

      Thousands of Euros

      2005

      2004

        Interest paid

        Interest received

      Income tax paid

        23,169,118

        31,597,970

      1,036,379

        9,704,114

        16,783,989

      584,706

In future filings we will disclose the cash flows of interest paid and received and income taxes paid within the notes to our Consolidated Financial Statements, as additional information in our current disclosures in Notes 38 and 39
in our Form 20-F.

    4

Notes to the financial statements

Note 2 - Accounting policies and rules and measurement basis

d) Measurement of financial assets and liabilities and recognition of fair value

iii. Valuation techniques, page F-17.

8. Please revise to provide all of the disclosures required by paragraphs 92-93 of IAS 32 with respect to the methods used to determine the fair value of your financial instruments.

Response

We recognize that the footnote disclosure related to “Measurement of financial assets and liabilities and recognition of fair value iii-Valuation techniques” does not include all required disclosures by paragraphs 92-93 of IAS 32. Specifically the methods and assumptions used to determine the fair value of our financial instruments by significant classes is not included
therein.

We propose to include the enhanced disclosure below in future filings.

    The most frequently used techniques in calculation of “Internal valuation models with observable market data” and “Internal valuation models with non-market data” applied are the
    following:

For the valuation of contracts such as forwards or swaps which permit a static hedge, net present value calculations are used.

For contracts which require a dynamic hedge, standard dynamical models such as the Black-Scholes model are used to model the risk factors.

In the case of interest rate factors, several correlated factors per currency are modeled within the Heath-Jarrow-Morton framework.

Credit events are modeled by a hazard rate process and codependency is introduced using a copula. Contracts written directly on the credit spread are valued using a standard dynamical model similar to those used for interest rate contracts.

  The values derived from applying these techniques can be significantly affected by the choice of valuation model used and the assumptions made concerning factors such as the interest rates, credit spreads, equity and
    foreign exchange markets together with their corresponding volatilities and inter-correlations.

  The following table presents the fair value of the principal financial instruments carried at fair value and the valuation methods used to determine it:

  5

      Millions of Euros

Market and

Non-market

Quoted

observable

market price

prices (*)

Total

FINANCIAL ASSETS:

Financial assets held for trading

85,558

68,650

154,208

Other financial assets at fair value

    through profit or loss:

39,020

9,842

48,862

Available-for-sale financial assets

72,909

1,036

73,945

Hedging derivatives

-

4,126

4,126

TOTAL ASSETS AT FAIR VALUE

197,487

83,654

281,141

FINANCIAL LIABILITIES:

Financial liabilities held for trading

35,156

77,310

112,466

Other financial liabilities at fair value

  through profit or loss

8,558

3,252

11,810

Hedging derivatives

-

2,311

2,311

Liabilities under insurance contracts

-

44,672

44,672

TOTAL LIABILITIES AT FAIR VALUE

43,714

127,545

171,259

    (*)
     The valuation techniques that are used as a basis for the calculation of Non-market observable prices represent less than 0.5% of the total of assets and liabilities carried at fair value, respectively.

    Sensitivity of fair values

    Included in the fair value of financial instruments measured at fair value on the balance sheet data are those determined in full or in part using a valuation technique based on assumptions that are not supported by
      observable market prices or rates. Management considers that the resulting estimated fair values recorded in the consolidated balance sheet and the changes in fair values recorded in the consolidated income statement are reasonable, and are the most
    appropriate values.

    The potential effect of changing the main assumptions (models, correlations and dividends) to a reasonably possible alternative would result in a different fair value that has been estimated as a reduction of
    approximately €140 million using less favorable assumptions, and an increase of approximately €155 million using more favorable assumptions.

    The total amount of the change in fair value estimated using a valuation technique that was recognized in the consolidated income statement for the year 2005 amounts to €762 million.

    6

v. Hedging transactions, page F-l9

9. Please revise to disclose your accounting policy for the discontinuance of hedge accounting.

Response

We refer the Staff to Note 58.3 (f), F-129- 4th paragraph, where the discontinuance of hedge accounting is disclosed. Moreover, we propose to
include in our future filings the following clarification in our accounting policy in Note 2.d) v. “Hedging transactions” as follows:

    If the hedge relationship ends, because of the removal of such designation, failure of the effectiveness test or a similar reason, the hedge accounting treatment described in the paragraphs above is no longer appl

Mail Stop 4561

September 26, 2006

By U.S. Mail and facsimile  to 011-34-91- 257-1282.

José Antonio Alvarez
Chief Financial Officer
Banco Santander Central Hispano, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

Re: Banco Santander Central Hispano, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2005
 File No. 001-12518

Dear Mr. Alvarez:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In
our comment, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After review ing this information, we may or may not
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

 Consolidated Financial Statements

Consolidated Income Statements, page F-3

1. We note that you have presented a lin e item entitled “Gross Income” on your
Consolidated Income Statement.  Please explain to us why you consider this

José Antonio Alvarez
Banco Santander Central Hispano, S.A.
September 26, 2006 Page 2
subtotal necessary to expl ain the elements of your financial performance.
Furthermore, please explain how the descri ption of this subtot al is appropriate
given that it is comprised of both income and expense items.

2. We note that you have classified your expenses by function on the face of your Consolidated Income Statement.  Wh ile paragraph 88 of IAS 1 permits the
classification of expenses by either na ture or function, paragraph 9 of IAS 30
requires banks to group their income and expenses by nature.  Please revise your
Consolidated Income Statement to properl y classify your expenses according to
their nature.

3. We note that you have presented a subtot al entitled “Net Operating Income” on
your Consolidated Income Statement.  Please tell us how you determined that it
was appropriate to exclude impairment losses and provisions from Net Operating Income, thereby implying that such expe nses are non-operating in nature.  Refer
to paragraph BC13 of IAS 1.

4. Please revise your income statement to present basic and diluted earnings per
share for all periods presented.  Refer to paragraph 66 of IAS 33.

Consolidated Statements of Changes in Equity, page F-4

5. It appears that your Consolidated Statements of Ch anges in Equity presents only
the changes in equity attributable to the items noted in paragraph 96 of IAS 1.
Under paragraph 96, such a presentation re quires this statem ent to be titled
“Statement of recognized income and expe nse.”  Please revise the title of this
statement accordingly or tell us why you be lieve the current title is appropriate.

Consolidated Cash Flow Statements, page F-5

6. We note that you present interest/dividends  paid as a financing activity.  Please
explain to us how the cla ssification of interest paid as a financing activity
impacted your net cash flows from operati ng activities.  For example, given that
your consolidated net profit for the year  includes amounts reported as interest
expense, we would expect to see an ad justment in the operating section of your
Cash Flow Statement to reflect the amount of  interest paid that has been classified
as a financing activity.

7. Please revise to separately present ca sh flows from interest and dividends
received and cash paid for income taxes.  Refer to paragraphs 31 and 35 of IAS 7.

José Antonio Alvarez
Banco Santander Central Hispano, S.A.
September 26, 2006 Page 3

Notes to the financial statements

Note 2 – Accounting policies and rules and measurement basis

d) Measurement of financial assets and liabilities and recogn ition of fair value
iii. Valuation techniques, page F-17

8. Please revise to provide all of the disc losures required by paragraphs 92-93 of
IAS 32 with respect to the methods used  to determine the fair value of your
financial instruments.

v.  Hedging transactions, page F-19

9. Please revise to disclose your accounting policy for the discontinuance of hedge
accounting.

g) Impairment of Financial Assets
ii. Debt instruments measured at amortised cost, page F-21

10. We note your disclosure beginning at the bottom of page F-21 regarding
impairment losses arising from credit risk.  We also note that you provide
enhanced disclosures of your methodology for determining these losses on page F-126 as part of your notes to your US GAAP reconciliation.  Given the
significant judgment involved in estima ting your allowance for credit losses we
believe that a more robust discussion of your estimation methodology should be
prominently disclosed in your financial st atement footnotes.  Accordingly, please
revise your footnote disclosure  regarding impairment of financial assets to fully
describe your methodology for determining your allowance for credit losses associated with debt instruments measur ed at amortised cost.  Such accounting
policy disclosure should provide sufficient de tail to enable a reader to understand
and evaluate each element of your allowance.

iii.  Debt or equity instruments classified as available for sale, page F-22

11. Please revise to clarify, if true, that  you do not reverse impairment losses
recognized on equity instruments.  Refer to paragraph 69 of IAS 39.

j) Reinsurance assets an d Liabilities under insuran ce contracts, page F-23

12. Please revise to clarify the method used to evaluate your reinsurance assets for
impairment and when you perform this eval uation.  Refer to paragraph 20 of IFRS
4.

José Antonio Alvarez
Banco Santander Central Hispano, S.A.
September 26, 2006 Page 4

v)  Post Employment Benefits, page F-30

13. We note that you utilize the corridor appr oach in recording actuarial gains and
losses, and that you divide by five and recognize in the income statement any
amounts exceeding 10% of either the plan obligations or plan assets, whichever
amount is higher.  Please revise to cl arify how you determined the period over
which actuarial gains and losses should  be recognized in accordance with
paragraph 93 of IAS 19.  For example, please explain whether the recognition of
actuarial gains and losses is based on the expected remaining working lives of the
employees participating in the plan or some other systematic method..  Additionally, please disclose why you belie ve 5 years to be an appropriate
estimate.

Note 11 – Hedging Derivatives, page F-57

14. Please revise to provide the disclosure s required by paragrap hs 58 and 59 of IAS
32 for each major hedging relationship.  Alternatively, please provide the
disclosures required by paragraphs 22-24 of IFRS 7.

Note 13 –  Investments – Associates, page F-58

15. Please revise to provide all of the disc losures required by paragraph 37 of IAS 28
with respect to your investments in associates.

Note 15 – Liabilities under insurance contracts and Rein surance assets, page F-60

16. Please revise to disclose the informati on required by paragraph 37 (c), (d) and (e)
of IFRS 4.

Note 16 – Tangible assets, page F-61

17. Please revise to disclose the information required by paragraphs 75(f)-(h) of IAS 40 with respect to your investment properties.

18. We note that you classify your tangible assets as either for your own use, investment property or other assets leased out under an operating lease.  It is not
clear to us why you differentiate proper ty leased out under an operating lease
from investment property.  Paragraph 8 of  IAS 40 provides a building leased out
under one or more operating leases as an example of investment property.  Please
revise to clarify whether you consider such  property to be investment property.  In
addition, please disclose the fair value of such property in accordance with paragraph 79(e) of IAS 40.

José Antonio Alvarez
Banco Santander Central Hispano, S.A.
September 26, 2006 Page 5

Note 17 –  Intangible assets, page F-62

19. Please revise to disclose the reasons supporting the indefinite life assigned to your brand name (Abbey) intangible asset.  Refer to paragraph 122(a) of IAS 38.

Note 25 – Provisions, page F-71

20. Please revise to provide all of the disc losures required by paragraph 120A of IAS
19 for each defined benefit plan .

21. Please revise to disclose whether you participate in any multi-employer pension plans.  If so, please revise to disclo se the information required by paragraph 29
and 120A of IAS 19.

Note 29 – Valuation adjustments, page F-79

22. You have provided a rollforward of the va luation adjustments related to the net
amount of unrealized change s in the fair value of av ailable-for-sale financial
assets at the top of page F-80.  Please clarify for us th e nature of the line item
entitled “Taxes transferred to income” and explain how you determined the
amounts to be reclassified into income for each year presented.

Note 49 – Personnel expenses

c)  Share based payments, page F-91

23. Please revise to disclose how you applie d the guidance in paragraphs 25B and
25C of IFRS 1 to your share- based payment transactions.

24. Your disclosure in note 49 on page F- 90 indicates that you did not record any
share-based compensation expense duri ng 2004.  The description of your stock
option and compensation plans on page 120 indicates that most of the options
granted under the plans were subject to  vesting provisions.  For example, it
appears that options issued  under your Investment Bank Plan vested over a 2-year
period where 50% vested on June 16, 2003 and 50% vested on June 16, 2004.
Please tell us how you considered the gui dance in paragraph 15 of IFRS 2 in
determining that no compensation expense should be recognized during 2004 as a
result of such vesting provisions.

25. Please revise to provide all of the disclosures required by paragraphs 44-52 of
IFRS 2 with respect to your share-base d payment transactions.  We note that you
have provided some of the information required by paragraph 45(a) of IFRS 2 on
page 120.  However, such disclosures must be provided within your financial

José Antonio Alvarez
Banco Santander Central Hispano, S.A.
September 26, 2006 Page 6
statements and explanatory notes in or der to fulfill the IFRS disclosure
requirements.

Note 54 – Geographical and Segment Reporting, page F-96

26. Please revise to disclose whether your ge ographic segments have been determined
based on the location of customers or the location of assets.  In addition, please
provide the disclosures required by paragr aph 71 or 72 of IAS 14, as applicable.

27. Please revise to present the following information for each reportable segment:

• Total assets held for sale at each re porting period as required by paragraph 41
(d) of IFRS 5;

• Net income attributable to continuing operations separately from discontinued
operations as required by paragraph 52 of IAS 14; and

• Total amount of expenditures made for asse ts expected to be used during more
than one period as required by paragraph 57 of IAS 14.

Note 57 –  Transition to International Financial Reporting Standards, page F-108

28. We note that you recorded adjustments to  your allowance for credit losses and
your provision for pensions at the date of  transition to IFRS. Please tell us how
you considered the guidance in paragra phs 31-33 of IFRS 1 in determining
whether such changes in estimates represented errors in previously issued financial statements.  In addition, please  revise to more cl early disclose the
differences between your current and fo rmer accounting policies that caused a
revision to such estimates.

29. We note that you recorded adjustments to your opening balance sheet at the date
of transition to IFRS relate d to derivative tran sactions.  Please re vise to clearly
disclose that hedging relationships designated under previous  GAAP that do not
qualify for hedge accounting under IAS 39 are not reflected in your opening IFRS balance sheet.  Refer to paragraphs 29-30 of IFRS 1.

Note 58.3 – Net Income and Stockholder’s Equi ty reconciliations between IFRS and U.S.
GAAP

30. We note that your reconciliations of net income and stockholders’ equity between
IFRS and US GAAP do not contain a reconc iling item related to pensions.  Please
explain to us how you considered th e guidance in IAS 19 and SFAS 87 in

José Antonio Alvarez
Banco Santander Central Hispano, S.A.
September 26, 2006 Page 7
determining whether there were any differences in your accounting for pensions under IFRS as compared to US GAAP.

Notes to the Net Income and to  the Stockholders’ Reconciliation

31. Please note that the reconcil iations of net income and shareholders’ equity should
be in sufficient detail to allow an investor  to determine the differences between an
income statement and balance sheet pr epared using IFRS (or prior GAAP) and
those prepared using US GAAP.  With this  in mind please revise the explanatory
notes accompanying your reconciliations to:

• Clearly identify the primary differences contributing to each reconciling item,

• Quantify individual components to the exte nt that various fa ctors contributed
to the reconciling item, and

• Clearly describe the relevant accoun ting policies under both IFRS and US
GAAP, highlight the major differences, and specifically explain how such
differences resulted in a reconciling item.

a)  Allowances for credit losses, page F-126

32. We note your disclosure that reconcili ng items exist between IFRS and US GAAP
with respect to your allowance for credit losses related to the determination of
allowance losses not allocated to specif ic loans.  Please provide us with:

• a detailed description of your gr oup methodology for the estimation of
incurred but not identified loan losses under IFRS;

• a detailed description of  your methodology for calculating a general loan loss
reserve under US GAAP on a group-wide basis;

• explanation as to what you mean when  you state that the loan loss allowance
under US GAAP should represent the best  estimate of proba ble losses in
“possible scenarios”;

• an enhanced discussion of the statistical  percentages obtained from historical
trends as determined by the Bank of Sp ain guidance and an explanation as to
why these statistical pe rcentages would be cons idered in your methodology
under IFRS but not under US GAAP; and

• the specific US GAAP and IFRS guidance relied upon to support your
conclusion that differences in applica tion and estimation of the allowance for
loan losses exist.

José Antonio Alvarez
Banco Santander Central Hispano, S.A.
September 26, 2006 Page 8

b)  Investment securities, page F-127

33. Please revise to more clearly explain the adjustment presented to reconcile
amounts related to investment securitie s under IFRS to amounts reported under
US GAAP. Specifically address the fo llowing in your revised disclosures:

• Clarify exactly how your equity investme nts of more than 3% and less than
20% are classified (i.e. trading, availa ble-for-sale or held-to-maturity) and
accounted for (i.e. cost, fair value or lower of cost or market) under SFAS
115;

• Clarify how such investments are cl assified and accounted for under IFRS;

• Explain how your prior accounting fo r these investments under Spanish
GAAP would have an impact on the amounts recorded under IFRS that would result in a reconciling item to US GAA P.  We note that paragraph 104 of IAS
39 requires the standard to be applied retr ospectively.  Therefore it is not clear
to us why the ca

CORRESP
1
filename1.htm

    Alfredo
          Sáenz Abad

    Vicepresidente
          2° y Consejero Delegado

     September 25, 2006

     Re:
     Banco Santander
          Central Hispano, S.A.

     Form 20-F for
          the fiscal year ended December 31, 2005

     File No. 1-12518

     Ms. Cecilia
        D. Blye

     Chief, Office
        of Global Security Risk

     Division of
        Corporation Finance

     United States
        Securities and Exchange Commission

     450 Fifth Street,
        N.W.

     Washington,
        D.C. 20549-5546

     Dear Ms. Blye:

         Thank
          you for your letter dated August 30, 2006, setting forth comments of
          the staff of the Office of Global Security Risk of the Division of
          Corporation Finance (the “Staff”)
          of the United States Securities and Exchange Commission (the “Commission”)
          to the annual report on Form 20-F for the year ended December 31, 2005
          (the “2005 Form 20-F”)
          of Banco Santander Central Hispano, S.A. (“Santander”).

            We
          set forth below our responses to the Staff’s comments. To facilitate
          the Staff’s review, we have reproduced the captions and numbered
          comments from the Staff’s comment letter in boldface text and
          have used captions in our responses which follow each comment.

     *******************************

     General-

     1.
     We note that your
          website lists a representative office in Iran. Iran is identified by
          the U.S. State Department as a state sponsor of terrorism, and is subject
          to U.S. economic sanctions. Please describe for us the extent and nature
          of your past, current, and anticipated contacts with Iran, whether
          through subsidiaries, affiliates, material investments, or other direct
          or indirect arrangements. Discuss financing and/or other services provided
          to, and other contacts with, the Iranian government, including government-owned
          or controlled entities, as well as with private parties. Please also
          describe any potential or actual financing, or services or products
          provided, related to dual use or military use products.

    Alfredo
          Sáenz Abad

    Vicepresidente
          2° y Consejero Delegado

         Our
          contacts with Iran are an insignificant component of our business,
          comprising less than 0.031% of our net attributable income and 0.018%
          of our net interest income for the year ended December 31, 2005. To
          our knowledge, our contacts with, or financial services related to,
          Iran are as follows:

       Representative Office

            We
          maintain a representative office in Tehran, Iran, which was established
          over 25 years ago and currently has 5 employees. The representative
          office’s primary functions are to serve as a local contact point
          for our non-Iranian clients (primarily Spanish, European and Latin
          American customers) with business interests in Iran. Through this representative
          office, our clients are informed about business opportunities in Iran,
          including oil and infrastructure contracts for which bids are being
          solicited.

       Banking Activities

             Grupo
          Santander’s banking activities relating to Iran are primarily
          conducted by Banco Santander in Spain, but also by certain of its branches
          and affiliates located in Brazil, Hong Kong, France, Belgium and the
          United Kingdom. In terms of our global activities in each of the areas
          of business in which we engage, our activities involving Iran are de
    minimis.

         Correspondent Relationships.
            We have, as is customary in the banking
            sector, correspondent relationships with banks in a number
            of different countries, including Iran, for purposes of effecting
            money transfers and making or receiving payments on behalf
            of our clients. These banks include Bank Pasargad, Bank Maskan,
            Bank Mellat, Bank Parsian, Bank Markazi, Bank of Industry
            and Mine, Bank Saderat, Bank Tejarat, Export Development
            Bank of Iran, Bank Keshavarazi, Bank Melli, Bank Refah
            Kargaran and Bank Sepah. Our volume of money transfers and
            payment activity to and from Iran pursuant to these correspondent
            relationships has historically been very low.

         Deposits from Iranian Entities. Bank
            Markazi, the Iranian Central Bank,
            maintains deposits with Banco Santander in Spain. As of December
            31, 2005 and June 30, 2006, Bank Markazi held approximately
            US$ 587 million and US$ 574 million, respectively, in
            deposits with Banco Santander.

          In addition, an Iranian private company with
          a presence in Spain opened an account
          at Banco Santander in Spain in July 2006. As of
          September 22, 2006, this company held approximately US$ 110,000
          in deposits with Banco Santander. (We note that because this
          account was opened in July 2006, the amount of this deposit is

    Alfredo
    Sáenz Abad

    Vicepresidente
    2° y Consejero Delegado

        not included in the statistics relating to
        total deposits by Iranian entities set
        forth in response to Comment 2 below).

         Export Letters of Credit. In
            connection with their exportation of goods
            to Iran, certain of our clients are issued letters of credit by Iranian
            banks. Our credit exposure to Iranian banks arises from our confirming
            or refinancing their letters of credit issued to our clients to
            fund exports to Iran.

          As of December 31, 2005 and June 30, 2006,
          we had credit exposure in respect
          of letters of credit issued by Iranian banks in an aggregate
          principal amount of approximately US$ 66.1 million and US$ 7.8
          million, respectively (0.013% and 0.001% of our total loans
          to customers at such dates, respectively).

         Performance Guarantees.
            We also issue stand-by letters of credit to
            guarantee the obligations (either under tender documents or under
            contracting agreements) of primarily Spanish, but also other European,
            contractors who participate in public bids in Iran. The guarantees
            in favor of the relevant Iranian official body awarding the
            contract are issued by Iranian state-owned banks, who in turn enjoy
            the benefit of a back-to-back guarantee by Banco Santander. Our
            systems track our exposure with respect to these types of stand-by
            letters of credit on a per applicant (as opposed to on a per beneficiary)
            basis. As a result, we cannot, on an automated basis, calculate
            our aggregate exposure of performance guarantees with respect
            to which the beneficiary is an Iranian entity.

         Other Financing Activities ( Export
              Credits ). We also provide medium
              and long-term financing for commercial contracts of primarily
              Spanish, but also other European, exporters with business
              activities in Iran. These financings are in the form of “on-lending
              loans” to Iranian state-owned banks. The amount of any of
              these loans is limited to a maximum of 85% of the amount of the
              relevant commercial contract per OECD consensus rules regulating
              Export Credits. These loans are insured, for a percentage
              of between 95% and 99% of the principal amount of the
              loan, by official export credit agencies (principally Compañía Española
              de Crédito a la Exportación,
              the Spanish export credit agency)
              and also benefit from a corresponding guarantee by the Ministry
              of Finance of Iran. As of December 31, 2005 and June 30,
              2006, we had approximately US$ 196.9 million and US$ 176.7 million,
              respectively, of Iranian export loans outstanding, of which approximately
              US$ 194.3 million and US$ 174.3 million, respectively,
              was insured by export credit agencies.

    Alfredo
          Sáenz Abad

    Vicepresidente
          2° y Consejero Delegado

    In addition,
        in 2004, we participated in an export-backed finance transaction for
        the Iranian government-owned Iran Petrochemical Commercial Company (IPCC),
        in which the off-taker was the United Kingdom subsidiary of a commodities
        company based in Switzerland. As of December 31, 2005 and June 30, 2006,
        we had approximately US$ 60 million and US$ 50.8 million outstanding
        under this financing transaction, respectively.

          To
          our knowledge, no financing or other products or services are provided
          for Iranian military purposes or for dual use items.

             In
          addition, in light of current political tensions with Iran, we have
          decreased our internal country risk exposure limits to Iran twice since
          the summer of 2005. Moreover, as noted above, we have as a policy ensured
          that our export credit exposure to Iran is covered (generally more
          than 95%) by non-Iranian export credit agency insurance. Given the
          current geopolitical tensions with Iran, our activities involving Iran,
          both through the Iran representative office and through our financing
          activities as described above and in answer to Comment 2 below, will
          continue to be carefully reviewed and approached in a conservative
    manner.

     2.
     Discuss
            for us the materiality to you of your contacts with Iran, and whether
            those contacts constitute a material investment risk for your security
            holders. Please address materiality in quantitative terms, including
            the dollar amounts of any associated assets and liabilities, and
            revenues. Please also address materiality in terms of qualitative
            factors that a reasonable investor would deem important in making
            an investment decision, including the potential impact of corporate
    activities upon a company’s reputation and share value.

     We note, for example, that Arizona and Louisiana
          have adopted legislation that requires their state retirement systems
          to prepare reports regarding state pension fund assets invested in,
          and/or permits divestment of state pension fund assets from, companies
          that do business with U.S.-designated state sponsors of terrorism.
          The Pennsylvania legislature has adopted a resolution directing its
          Legislative Budget and Finance Committee to report annually to the
          General Assembly regarding state funds invested in companies that have
          ties to terrorism-sponsoring countries. The Missouri Investment Trust
          has established an equity fund for the investment of certain state-held
          monies that screens out stocks of companies that do business with U.S.-designated
          state sponsors of terrorism. Your materiality analysis should address
          the potential impact of the investor sentiment evidenced by such actions
    directed toward companies that operate in Iran.

    Alfredo
          Sáenz Abad

    Vicepresidente
          2° y Consejero Delegado

         In
          assessing the materiality of our contacts with Iran, we have considered
          both quantitative and qualitative factors. For the reasons we describe
          below, we believe that our contacts with Iran are not material to our
          results of operations or financial condition. We further believe that,
          in light of the de minimis size
          and nature of these contacts, such contacts do not constitute a material
          investment risk for our security holders. Our assessment of qualitative
          factors included consideration of the potential impact of our corporate
          activities in Iran upon our reputation and share value.

            In
          addition to the qualitative factors we considered in making our analysis,
          we are aware of the sentiments expressed in the state legislation described
          in the Staff’s comment above. Although recognizing the sentiment
          expressed and restrictions imposed through these statutes, we do not
          believe that the effect or purpose of such state statutes would impact
          our conclusions regarding the absence of material investment risk arising
          from our contacts with Iran or that a reasonable investor would expect
          further disclosure with respect to those contacts in our Form 20-F
          for 2005.

            In
          quantitative terms, as is also evident from our response to Comment
          1 above, we believe that our contacts with Iran, individually and in
          the aggregate, are not material. Our total deposits by Iranian entities
          (for which, as of the dates noted below, the only Iranian entity was
          the Iranian Central Bank) represented 0.109% and 0.104%, respectively,
          of our total deposits at December 31, 2005 and June 30, 2006. Our gross
          and net (of export credit insurance) outstanding credit exposure to
          Iran represented 0.050% and 0.012%, respectively, of our total credit
          exposure at December 31, 2005 and 0.038% and 0.009%, respectively,
          of our total credit exposure at June 30, 2006. Even in the event of
          a hypothetical loss of the full amount of our credit exposure to Iran,
          there would have been no material impact on our results of operations
          or financial condition as at or for the periods referred to above,
          and there would be no material impact in subsequent periods. Similarly,
          we estimate that less than 0.031% of our net attributable income and
          0.018% of our net interest income for the year ended December 31, 2005,
          and 0.023 % of our net attributable income and 0.012% of our net interest
          income for the six months ended June 30, 2006, was generated from our
          contacts with Iran. These contacts have made no material contribution
          to our results of operations or financial condition and are not expected
          to have any material impact in subsequent periods.

            Further,
          we do not believe that any of our other past or current contacts with
          Iran would be qualitatively material to a reasonable investor making
          an investment decision about our shares. Rather, we believe that any
          reasonable investor would expect a bank like ours to have correspondent
          banking relationships throughout the countries of the world with which
          the Spanish Government maintains commercial relations, to have credit
          exposure in respect of financing transactions and letters of credit
          related to the commercial activities of our Spanish and other clients
          with such countries, and, in the course of conducting our business
    in Spain and elsewhere, to have deposits under custody from

    Alfredo
          Sáenz Abad

    Vicepresidente
          2° y Consejero Delegado

    institutions from
          any number of countries abroad. To the extent Iran is among the countries
          with which we have these customary banking relationships, we do not
          believe a reasonable investor would consider this mater

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      August 30, 2006

Via U.S. Mail and Facsimile

Alfredo Saenz
Chief Financial Officer
Banco Santander Central Hispano, S.A.
Ciudad Grupo Santander
28660 Boadilla del Monte
Madrid, Spain

RE:		Banco Santander Central Hispano, S.A.
		Form 20-F for the fiscal year ended December 31, 2005
		File No. 1-12518

Dear Mr. Saenz:

      We have limited our review of your Form 20-F for the fiscal
year ended December 31, 2005, to disclosures relating to your
contacts with countries that have been identified as state
sponsors
of terrorism.  Our review with respect to this issue does not
preclude further review by the Assistant Director group with
respect
to other issues.  At this juncture, we are asking you to provide
us
with supplemental information, so that we may better understand
your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General -

1. We note that your website lists a representative office in
Iran.
Iran is identified by the U.S. State Department as a state sponsor
of
terrorism, and is subject to U.S. economic sanctions.  Please
describe for us the extent and nature of your past, current, and
anticipated contacts with Iran, whether through subsidiaries,
affiliates, material investments, or other direct or indirect
arrangements.  Discuss financing and/or other services provided
to,
and other contacts with, the Iranian government, including
government-owned or controlled entities, as well as with private
parties.  Please also describe any potential or actual financing,
or
services or products provided, related to dual use or military use
products.

2. Discuss for us the materiality to you of your contacts with
Iran,
and whether those contacts constitute a material investment risk
for
your security holders.  Please address materiality in quantitative
terms, including the dollar amounts of any associated assets and
liabilities, and revenues.  Please also address materiality in
terms
of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the
potential
impact of corporate activities upon a company`s reputation and
share
value.

We note, for example, that Arizona and Louisiana have adopted
legislation that requires their state retirement systems to
prepare
reports regarding state pension fund assets invested in, and/or
permits divestment of state pension fund assets from, companies
that
do business with U.S.-designated state sponsors of terrorism.  The
Pennsylvania legislature has adopted a resolution directing its
Legislative Budget and Finance Committee to report annually to the
General Assembly regarding state funds invested in companies that
have ties to terrorist-sponsoring countries.  The Missouri
Investment
Trust has established an equity fund for the investment of certain
state-held monies that screens out stocks of companies that do
business with U.S.-designated state sponsors of terrorism.  Your
materiality analysis should address the potential impact of the
investor sentiment evidenced by such actions directed toward
companies that operate in Iran.

Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and

the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Todd Schiffman
		Donald Walker
		Division of Corporation Finance

Alfredo Saenz
Banco Santander Central Hispano, S.A.
August 30, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

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