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As filed with the Securities and Exchange Commission on October 16, 2013

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ABENGOA, S.A.
(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

Kingdom of Spain
(State or other jurisdiction of
incorporation or organization) 8711
(Primary Standard Industrial
Classification Code Number) Not Applicable
(I.R.S. Employer
Identification Number)

Campus Palmas Altas
C/ Energía Solar 1
41014, Seville, Spain
Tel: + 34 954 93 71 11
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Abengoa Solar Inc.
11500 West 13th Avenue
Lakewood, Co 80215
Tel: + 1 (303) 928 - 8500
Attn: Christopher Hansmeyer
(Name, address, including zip code and telephone number,
including area code, of agent for service)

Copies to:
Christopher C. Paci DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020-1104 (212) 335-4500	Michael J. Willisch Davis Polk & Wardwell LLP Paseo de la Castellana, 41 28046 Madrid + 34 91 768 9610

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

           If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please check the following box. o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý Registration Statement No. 333-191575.

           If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)	Amount of registration fee
Class B shares, par value €0.01 per share(2)(3)(4)	$82,007,535	$10,563

(1)

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, the amount of securities being registered hereunder represents no more than 20% of the securities initially registered pursuant to Registration Statement No. 333-191575. A total of $621,230,000 of securities were registered under Registration Statement No. 333-191575. In no event will the aggregate maximum offering price of all securities issued by the registrant pursuant to this Registration Statement and Registration Statement No. 333-191575 exceed $745,476,000.

(2)

Includes Class B shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the Class B shares are first bona fide offered to the public.

(3)

Estimated solely for the purpose of computing the amount of the registration fee, in accordance with Rule 457(o) promulgated under the Securities Act of 1933, as amended.

(4)

American depositary shares evidenced by American depositary receipts issuable upon deposit of the Class B shares registered hereby are being registered pursuant to a separate registration statement on Form F-6 (Registration No. 333-191599). Each American depositary share represents five Class B shares.

EXPLANATORY NOTE

        This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form F-1 (File No. 333-191575) filed by Abengoa, S.A. (the "Company") with the Securities and Exchange Commission (the "Commission") on October 4, 2013, as amended, which was declared effective at 4:00 p.m. Eastern Daylight Time on October 16, 2013, including all amendments, supplements and exhibits thereto and each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.

        The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

CERTIFICATION

        The Registrant hereby certifies to the Commission that (i) it has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account as soon as practicable (but no later than the close of business on October 16, 2013), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during regular business hours on October 16, 2013.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Madrid in the Kingdom of Spain on the 16th day of October, 2013.

ABENGOA, S.A.
By:	/s/ MANUEL SÁNCHEZ ORTEGA Name: Manuel Sanchez Ortega Title: Chief Executive Officer

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

Signature	Title	Date
/s/ MANUEL SÁNCHEZ ORTEGA Manuel Sánchez Ortega	Chief Executive Officer and Director (Principal executive officer)	October 16, 2013
* Bárbara Zubiría Furest	Co-Chief Financial Officer, Capital Markets and Investor Relations (Principal financial officer)	October 16, 2013
* Jesús García-Quilez Gómez	Co-Chief Financial Officer, Financial Markets (Principal financial officer)	October 16, 2013
* Enrique Borrajo Lovera	Consolidation Officer (Principal accounting officer)	October 16, 2013
* Felipe Benjumea Llorente	Executive Chairman	October 16, 2013
* José B. Terceiro	Executive Vice-Chairman and Lead Director	October 16, 2013
* José Joaquín Abaurre Llorente	Director	October 16, 2013
* José Luis Aya Abaurre	Director	October 16, 2013

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Signature	Title	Date
* José Borrell Fontellés	Director	October 16, 2013
* María Teresa Benjumea Llorente	Director	October 16, 2013
* Javier Benjumea Llorente	Director	October 16, 2013
* Mercedes Gracia Díez	Director	October 16, 2013
* Ricardo Martínez Rico	Director	October 16, 2013
* Claudi Santiago Ponsa	Director	October 16, 2013
* Ignacio Solís Guardiola	Director	October 16, 2013
* Fernando Solís Martínez-Campos	Director	October 16, 2013
* Carlos Sundheim Losada	Director	October 16, 2013
* Alicia Velarde Valiente	Director	October 16, 2013

By:
/s/ MANUEL SÁNCHEZ ORTEGA
Manuel Sánchez Ortega
Attorney-in-Fact

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Signature of Authorized Representative in the United States

        Pursuant to the United States Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States for Abengoa, S.A., has signed this Registration Statement and any amendment thereto in the City of Oakland, State of California, on the 16th day of October, 2013.

By:
/s/ CHRISTOPHER HANSMEYER
Name: Christopher Hansmeyer
Title: Authorized Representative

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EXHIBIT INDEX

Exhibit Number		Description
	5.1	Opinion of DLA Piper Spain as to certain Spanish legal matters
	8.1	Opinion of DLA Piper Spain as to Spanish tax matters (included in Exhibit 5.1)
	8.2	Opinion of DLA Piper LLP (US) as to U.S. tax matters
	23.1	Consent of Deloitte, S.L.
	23.2	Consent of PricewaterhouseCoopers Auditores, S.L.
	23.3	Consent of DLA Piper Spain (included in Exhibit 5.1)
	23.4	Consent of DLA Piper LLP (US) (included in Exhibit 8.2)
	24.1	Powers of Attorney (included in the signature page to Registration Statement No. 333-191575 filed on October 4, 2013 and incorporated by reference herein)

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EXPLANATORY NOTE
CERTIFICATION
SIGNATURES
Signature of Authorized Representative in the United States
EXHIBIT INDEX

EX-5.1

Exhibit 5.1

[LETTERHEAD OF DLA PIPER SPAIN S.L.U.]

October 16, 2013

Abengoa, S.A.

Campus Palmas Altas

C/ Energía Solar 1

41014, Seville, Spain

Ladies and Gentlemen:

We have acted as Spanish counsel to Abengoa, S.A. (the “Company”) in connection with the Company’s registration statement (the “Initial Registration Statement”) on Form F-1 (Registration No. 333-191575), including all amendments or supplements thereto (the “Form F-1”), and a registration statement relating to the Initial Registration Statement filed pursuant to Rule 462(b) promulgated under the Securities Act (the “Post-Effective Amendment” and, together with the Initial Registration Statement, the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Securities Act”), in respect of the offering and sale of the Class B Shares (either in the form of shares or American Depositary Shares (“ADSs”)) (the “Offered Shares”) of €0.01 nominal value each of the capital of the Company (such class of shares, the “Class B Shares”) covered by the Registration Statement to which this opinion is an exhibit. The Post-Effective Amendment relates to the registration of $82,007,535 of Class B Shares of the Company (the “Additional Shares”). The Offered Shares are being issued pursuant to an underwriting agreement to be entered into between the Company, Citigroup Global Markets Limited and HSBC Securities (USA) Inc. (the “Underwriting Agreement”).

In this connection, we have examined such Company records, certificates and all other documents, and have made such examination of law, which we deem necessary to render the opinions set forth below. Attorneys involved in the preparation of this opinion are admitted to practice law only in the Kingdom of Spain and we express no opinion herein concerning any law other than the laws of the Kingdom of Spain.

We assume that the Underwriting Agreement will be executed and delivered by each of the parties thereto in the forms previously reviewed by us and consistent with the descriptions thereof set forth in the Registration Statement.

Based upon and subject to the foregoing, we are of the opinion that:

i.When the capital increase associated with the issuance of the Offered Shares has been registered with the Mercantile Registry of Seville, the Additional Shares, when issued and paid for as set forth in the Registration Statement, will have been legally issued by the Company, fully-paid and non-assessable.

ii.The discussion under the caption “Taxation - Spanish Tax Considerations” in the Registration Statement, insofar as such discussion represents legal conclusions or statements of Spanish tax law, unless otherwise noted and subject to the limitations and qualifications therein, constitutes a fair and accurate summary of the material Spanish tax consequences to U.S. Holders (as such term is defined in the prospectus contained in the Registration Statement) of the ownership and disposition of the Offered Shares and we hereby adopt and confirm that discussion as our opinion.

The opinions set forth herein are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances which hereafter may come to our attention or any changes of law which hereafter may occur.

We do not express any opinion herein concerning any laws other than the laws of the Kingdom of Spain that, in our experience, are normally applicable to transactions of the type contemplated by the Underwriting Agreement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-Opined on Law on the opinion herein. Insofar as the opinion expressed herein relates to matters governed by laws other than those set forth in the preceding sentence, we have assumed, without having made any independent investigation, that such laws do not affect any of the opinions set forth herein. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parole evidence to modify the terms or the interpretation of agreements.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the reference of our firm under the heading “Legal Matters” in the prospectus that is a part of the Registration Statement.  In giving our consent, we do not thereby admit that we are in a category of persons whose consent is required under Section 7 of the Securities Act.

Yours faithfully

/s/ DLA Piper Spain, S.L.U.

DLA Piper Spain, S.L.U.

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EX-8.2

Exhibit 8.2

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York  10020

www.dlapiper.com

T   212.335.4500

F   212.335.4501

October 16, 2013

Abengoa, S.A.

Campus Palmas Altas

C/ Energía Solar

41014, Seville, Spain

Ladies and Gentlemen:

We have acted as U.S. counsel to Abengoa S.A. (the “Company”), and have been requested to render this opinion in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form F-1 of the Company (Registration No. 333-191575), as amended (the “Initial Registration Statement”) and a registration statement relating to the Initial Registration Statement filed pursuant to Rule 462(b) promulgated under the Securities Act (the “Post-Effective Amendment” and, together with the Initial Registration Statement, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”), of the offering and sale of the Class B Shares (either in the form of shares or American Depositary Shares (“ADSs”)) (the “Offered Shares”) of €0.01 nominal value each of the capital of the Company (such class of shares, the “Class B Shares”) covered by the Registration Statement to which this opinion is an exhibit. The Post-Effective Amendment relates to the registration of $82,007,535 of Class B Shares of the Company (the “Additional Shares”).

We have examined the Registration Statement.  In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations as we have deemed necessary or appropriate as a basis for the opinion hereinafter set forth. In such examination, we have assumed the accuracy of the factual matters described in the Registration Statement and that the Registration Statement and other documents will be executed by the parties in the forms provided to and reviewed by us.

In rendering the opinion set forth below, we have 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.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, we hereby confirm that the discussion under the caption “Taxation — U.S. Federal Income Tax Considerations” in the Registration Statement, insofar as such discussion represents legal conclusions or

statements of U.S. tax law, unless otherwise noted and subject to the limitations and qualifications therein, constitutes a fair and accurate summary of the material U.S. tax consequences to U.S. Holders (as such term is defined in the prospectus that is a part of the Registration Statement) of the ownership and disposition of the Additional Shares and we hereby adopt and confirm that discussion as our opinion. We do not express any opinion herein concerning any law other than the United States federal income tax law.

This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

The foregoing opinion is rendered as of the date hereof. We assume no obligation to update such opinion to reflect any facts or circumstances that may hereafter come to our attention or changes in the law which may hereafter occur.

We hereby consent to the filing of this opinion with the Commission as Exhibit 8.2 to the Registration Statement and to the reference of our firm under the heading “Legal Matters” in the prospectus that is a part of the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ DLA Piper LLP (US)

DLA PIPER LLP (US)

EX-23.1

Exhibit 23.1

Deloitte S.L.

America Vespucio, 13

Isla de Ia Cartuja

41092 Sevilla

Espana

Tel.: +34 954 48 93 00

Fax: +34 954 48 93 10

www.deloitte.es

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form F-1, filed pursuant to Rule 462(b) under the Securities Act of 1933, of our report dated September 5, 2013 (which report expresses an unqualified opinion and contains an explanatory paragraph relating to 1) the retrospective change in the method of accounting for International Financial Reporting Standards Committee (“IFRIC”) 12-Service Concession Arrangements in 2012 and 2011 discussed in Note 2.1.1 from an accounting principle that was acceptable to one that is preferable 2) the retrospective changed discussed in Note 2.1.2 to the amounts previously reported for the years ended 2012, 2011 and 2010 in accordance with IFRS 5-Non-current assets held for sale and discontinued operations due to the sale of the subsidiary Befesa Medio Ambiente, S.L.U. and 3) the retrospective change discussed in Note 2.1.3 to the amounts previously reported for the year ended 2012 due to the adoption of IFRS 10-Consolidated Financial Statements and IFRS 11-Joint Arrangements. As allowed by the transition guidance in IFRS 10-Consolidated Financial Statements and IFRS 11-Joint Arrangements, 2011 and 2010 have not been retrospectively adjusted) relating to the consolidated financial statements of Abengoa, S.A. as of and for the year ended December 31, 2012, appearing in the Registration Statement on Form F-1 (No. 333-191575) of Abengoa, S.A.

/s/ DELOITTE, S.L.

Seville, Spain

October 16, 2013

Deloitte S.L. Inscrita en el Registro Mercantil de Madrid, tomo 13.650, sección 8a, folio 188, hoja M-54414, inscripción 96a. C.I.F.: B-79104469.

Domicilio social: Plaza Pablo Ruiz Picasso, 1, Torre Picasso, 28020, Madrid.

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form F-1 of Abengoa, S.A., filed pursuant to Rule 462(b) under the Securities Act of 1933, of our report dated September 5, 2013 relating to the consolidated financial statements of Abengoa, S.A., which appears in the Registration Statement on Form F-1 (No. 333-191575).  We also consent to the reference to us under the heading “Experts” in such Registration Statement on Form F-1.

/s/ PricewaterhouseCoopers Auditores, S.L.

PricewaterhouseCoopers Auditores, S.L.

Seville, Spain

October 16, 2013