As filed with the U.S. Securities and Exchange Commission on October 27, 2014

 Registration No.  333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

___________________

Banco Santander, S.A.

(Exact name of issuer of deposited securities as specified in its charter)

Kingdom of Spain

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

4 New York Plaza, Floor 12, New York, NY, 10004

Telephone (800) 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

____________________

Banco Santander, S.A.

New York Branch

45 E. 53rd St.

New York, New York 10022

Attn. James H. Bathon, Legal Counsel

(212) 350-3500

 (Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates LLP

570 Lexington Avenue, 44th Floor

New York, New York  10022

(212) 319-7600

It is proposed that this filing become effective under Rule 466

x  immediately upon filing

o  on (Date) at (Time)        

If a separate registration statement has been filed to register the deposited shares, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum aggregate offering price (2)	Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of Banco Santander, S.A.	1,000,000,000 American Depositary Shares	$0.05	$50,000,000	$5810

(1) Each unit represents one American Depositary Share.

(2) Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed herewith as Exhibit (a)(4) to this Registration Statement, which is incorporated herein by reference.

Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

Item Number and Caption			Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(1)	Name of Depositary and address of its principal executive office		Face, introductory paragraph and final sentence on face
(2)	Title of ADR and identity of deposited securities		Face, top center and introductory paragraph
	Terms of Deposit:
	(i)	Amount of deposited securities represented by one unit of American Depositary Shares	Face, introductory paragraph
	(ii)	Procedure for voting, if any, the deposited securities	Reverse, paragraph (13)
	(iii)	Collection and distribution of dividends	Face, paragraphs (4), (5) and (8); Reverse, paragraph (11)
	(iv)	Transmission of notices, reports and proxy soliciting material	Face, paragraph (10); Reverse, paragraph (15)
	(v)	Sale or exercise of rights	Face, paragraphs (3), (4) and (7); Reverse, paragraph (11)
	(vi)	Deposit or sale of securities resulting from dividends, splits or plans of reorganization	Face, paragraphs (3) and (7); Reverse, paragraphs (11) and (14)

	(vii)	Amendment, extension or termination of the Deposit Agreement	Reverse, paragraphs (19) and (20) (no provision for extension)
	(viii)	Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs	Reverse, paragraph (15)
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Face, paragraphs (1), (2), (4), (5) and (7)
	(x)	Limitation upon the liability of the Depositary and/or the Company	Reverse, paragraph (17)
(3)	Description of all fees and charges which may be imposed directly or indirectly against the holders of ADRs		Face, paragraph (7)

Item 2.  AVAILABLE INFORMATION

Item Number and Caption		Location in Form of American Depositary   Receipt Filed Herewith as Prospectus
(b)	Statement that Banco Santander, S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Securities and Exchange Commissionand that such reports can be inspected by holders of ADRs and copied at public reference facilities maintained by the Commission in Washington, D.C.	Face, paragraph (10)

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  EXHIBITS

(a)(1) Deposit Agreement. Deposit Agreement dated as of June 1, 1987 among Banco Santander, S.A. (fka Banco Santander Central Hispano, S.A.), JPMorgan Chase Bank (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement").  Previously filed as exhibit (a)(1) to Registration Statement No. 333-12274 which is incorporated herein by reference.

(a)(2) Amendment No. 1 to Deposit Agreement. Previously filed as exhibit (a)(2) to Registration Statement No. 333-12274 which is incorporated herein by reference.

(a)(3) Amendment No. 2 to Deposit Agreement. Previously filed as exhibit (a)(3) to Registration Statement No. 333-151677 which is incorporated herein by reference.

(a)(4)  Form of American Depositary Receipt.  Filed herewith as Exhibit (a)(4).

 (b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  Not applicable.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.  Not applicable.

(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Filed herewith as Exhibit (d).

(e) Certification under Rule 466.  Filed herewith as Exhibit (e).

(f) Power of Attorney.  Included as part of the signature pages hereto.

Item 4.  UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on October 27, 2014.

Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
By:	JPMORGAN CHASE BANK, N.A., as Depositary
By:	/s/ Gregory A. Levendis
Name:	Gregory A. Levendis
Title:	Executive Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Banco Santander, S.A. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boadilla del Monte (Madrid), Spain, on October 27, 2014.

Banco Santander, S.A.
By:	/s/ José Manuel de Araluce
	Name: José Manuel de Araluce
	Title: Global Head of Compliance

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below (whether as a member of the Board of Directors or officer of Banco Santander, S.A., as authorized representative of Banco Santander, S.A. or otherwise) constitutes and appoints Ana Botín, Matías R. Inciarte, Javier Marín, Ignacio Benjumea, José Antonio Álvarez, José Luis de Mora, José Manuel de Araluce and Javier Illescas and each of them, with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, each with full and several power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and supplements to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents of each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ana Botín	Group Executive Chairman	October 27, 2014
Ana Botín
/s/ Fernando de Asúa	First Vice Chairman	October 27, 2014
Fernando de Asúa
/s/ Javier Marín	Chief Executive Officer and Director	October 27, 2014
Javier Marín
/s/ Matías R. Inciarte	Second Vice Chairman	October 27, 2014
Matías R. Inciarte
/s/ Guillermo de la Dehesa	Third Vice Chairman	October 27, 2014
Guillermo de la Dehesa
	Director
Javier Botín
/s/ Sheila C. Blair	Director	October 27, 2014
Sheila C. Blair
/s/ Rodrigo Echenique	Director	October 27, 2014
Rodrigo Echenique
/s/ Esther Giménez-Salinas	Director	October 27, 2014
Esther Giménez-Salinas
/s/ Ángel Jado	Director	October 27, 2014
Ángel Jado
	Director
Abel Matutes
/s/ Juan R. Inciarte	Director	October 27, 2014
Juan R. Inciarte
/s/ Isabel Tocino	Director	October 27, 2014
Isabel Tocino
/s/ Juan Miguel Villar Mir	Director	October 27, 2014
Juan Miguel Villar Mir
/s/ José Antonio Álvarez	Chief Financial Officer	October 27, 2014
José Antonio Álvarez
/s/ José Tejón	Chief Accounting Officer	October 27, 2014
José Tejón
/s/ James H. Bathon	Authorized Representative in the United States	October 27, 2014
James H. Bathon

INDEX TO EXHIBITS

Exhibit Number
(a)(4)	Form of American Depositary Receipt
(d)	Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
(e)	Certification under Rule 466.