8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2013

Santander Holdings USA, Inc.

(Exact name of registrant as specified in its charter)

Virginia	1-16581		23-2453088
(State or other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
75 State Street, Boston, Massachusetts		02109
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (617) 346-7200

n/a

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On May 22, 2013, Santander Holdings USA, Inc. (the “Company”) revised its Code of Ethics for its senior officers to require that those officers promptly report any violation of the Code of Ethics to the Company's Audit Committee. A copy of the revised Code of Ethics is attached hereto as Exhibit 14.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
14	Code of Ethics of Santander Holdings USA, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SANTANDER HOLDINGS USA, INC.
Dated: May 29, 2013	By: /s/ Gerard A. Chamberlain
	Name: Gerard A. Chamberlain
	Title: Senior Vice President and Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
14	Code of Ethics of Santander Holdings USA, Inc.

EX-14

Exhibit 14

May 2013

Code of Ethics
For Chief Executive Officer and Senior Financial Officers
of Santander Holdings USA, Inc.
and Sovereign Bank, N.A.

It is the policy of Santander Holdings USA, Inc. (hereinafter referred to as SHUSA) that the Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO"), Comptroller, Executive Vice President of Finance and Chief Accounting Officer ("CAO") (collectively, the “Senior Financial Officers”) of each of Santander Holdings USA, Inc. and Sovereign Bank, N.A. (hereinafter referred to as Sovereign) adhere to and advocate the following principles governing their professional and ethical conduct in the fulfillment of their responsibilities:

1.Act with honesty and integrity, avoiding actual or apparent conflicts between his or her personal interests and the interests of SHUSA or Sovereign, including receiving improper personal benefits as a result of his or her position at SHUSA or Sovereign.

2.Perform responsibilities with a view to causing SHUSA's reports and other documents filed with the SEC and SHUSA/Sovereign's other public communications to contain information which is timely, accurate, complete, fair and understandable.

3.Comply with laws of federal, state, and local governments applicable to SHUSA and Sovereign, and the rules and regulations of private and public regulatory agencies having jurisdiction over SHUSA or Sovereign.

4.Act in good faith, responsibly, with due care and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised.

5.Respect the confidentiality of information acquired in the course of the performance of his or her responsibilities, except when authorized or otherwise legally obligated to disclose such information, and to not use confidential information acquired in the course of the performance of his or her responsibilities for personal advantage.

6.Promote ethical behavior among subordinates and peers.

7.Use corporate assets and resources employed or entrusted in a responsible manner.

8.Do not use corporate information, corporate assets, corporate opportunities or one's position with SHUSA or Sovereign for personal gain. Do not compete directly or indirectly with SHUSA or Sovereign.

9. Advance SHUSA and Sovereign's legitimate interests when the opportunity arises.

10. Promptly report any violation of this Code of Ethics for Chief Executive Officer and Senior Financial Officers or any other matter that would compromise the integrity of SHUSA/Sovereign Bank’s financial statements (anonymously if you wish to do so) to the Audit Committee of SHUSA/Sovereign Banks’s Board of Directors by writing to or calling:

The Network, Inc.

Attn: Sovereign/Santander Bank

333 Research Court

Norcross, GA 30092

(800-718-2673)

It is also the policy of SHUSA that the Senior Financial Officers acknowledge and certify to the foregoing annually and file a copy of such certification with the Audit Committee of the Board.

The Audit Committee shall have the power to monitor, make determinations, and recommend action to the Board with respect to violations of this Code.

Any Senior Financial Officer who violates this Code is subject to applicable disciplinary action including termination. SHUSA also preserves and reserves its other rights and remedies against any Senior Financial Officer who violates any provision of this Code.

If you have questions about how this Code of Ethics should be applied in a particular situation, you should promptly call the General Counsel.