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): November 8, 2011

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 8.01  Other Events.

                On November 14, 2011, Santander Holdings USA, Inc. (the “Company”) issued a press release announcing that Sovereign Bank, a wholly owned subsidiary of the Company, has received approval to convert from a savings bank to a national bank and that the Company has received approval to become a bank holding company.

                A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by Santander Holdings USA, Inc. on November 14, 2011

1

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: November 14, 2011	By:  /s/ Christopher K. Pfirrman
	Name: Christopher K. Pfirrman
	Title: Assistant Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE 

Media Contact: Bryan Hurst 

Office:617-346-7438 

Mobile: 857-207-2086  bhurst@sovereignbank.com 

SovereignBank Approved for a National Bank Charter 

Boston (November 14, 2011) – Sovereign Bank, a wholly-owned indirect subsidiary of Banco Santander, S.A. announced today that it has received formal approval from federal regulators to convert froma savings bank to a national bank. Additionally, SantanderHoldings USA, Inc., which directlyowns Sovereign Bank, has received approval to become a bank holding company. The respective conversions will take effect in early 2012. 

The conversion to a National Bankcharter is just oneof several major initiatives underway to strengthen Sovereign andSantander’s position in the United States.

The shift to a National Bank provides Sovereign with greater flexibility to meet the financial needs of more clients andcustomer segments, including in particular, large corporations. To support the Bank’s continued growth,Sovereign has been making significant investments to implement Santander’s state-of-the-art information technology platform.

“We are very pleased to have received approval to convert to a National Bank,” said Jorge Morán, Sovereign Bank President andCEO and Santander U.S. Country Head. “This is a significant step in our strategic growth plans and will allow us toprovide more and better services to our customers and clients.” 

About Santander Holdings USA, Sovereign andBanco Santander 

Santander Holdings USA, Inc. (SAN.MC, STD.N)is awholly owned subsidiary of Banco Santander, S.A., and wholly owns Sovereign Bank and Santander Consumer USA. Banco Santander isa retail andcommercial bank, headquartered in Spain, with a presence in 10 main markets: Spain, Portugal, Germany, the UK, Poland, Brazil, Mexico, Chile, Argentina and theU.S. Founded in 1857, Santander more than100 millioncustomers, 14,709 branches – more than any other international bank – and more than190,000 employees. For more information on Santander, visit http://www.santander.com. 

Sovereign Bank is a financial institutionwith principal markets in the northeastern United States. Sovereign has more than 700 branches, nearly 2,300 ATMs, and approximately 8,000 team members. For more information on Sovereign Bank, visithttp://www.sovereignbank.com or call  877-SOV-BANK. 

Cautionary Statement Regarding Forward-Looking Information 

Santander Holdings USA, Inc., Banco Santander, S.A. and Sovereign Bankcaution that this press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without  limitation, statementsconcerning our future business development and the impact of Sovereign  Bank’s charter conversion. While these forward-looking statements represent our judgment and future expectations concerning the development ofour business, anumber of risks, uncertainties and other important factors could cause actual developments to differ materially from our expectations. These factors include, butare notlimited to: (1) general market, macro-economic, governmental and regulatory trends; (2)movements inlocal and international securities markets, currency exchange rates, and interest rates;(3) competitive pressures; (4) technological developments; and (5) changes in the financial position or credit worthiness of our customers, obligors and counterparties. The risk factors and other key factors indicated in our past and future filings and reports, including those withthe U.S. Securities and Exchange Commission, could adversely affect the development of our business. Other unknown or unpredictable factorscould cause actual developments to differ materially fromthose in the forward-looking statements. The information contained in this presentation is subject to, and must beread in conjunction with, all other publicly available information. Any person atany time acquiring securities must doso only on the basisof such person's own judgment as to the merits or the suitability of the securities for its purpose and only on such information as iscontained in such public information having taken all such professional or other advice as it considers necessary or appropriate in the circumstances and not in reliance on the information contained in the presentation. 

####