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United States securities and exchange commission logo





                             December 8, 2023

       Ignacio Madridejos
       Chief Executive Officer
       Ferrovial SE
       Kingsfordweg 151
       1043 GR Amsterdam
       The Netherlands

                                                        Re: Ferrovial SE
                                                            Amendment No. 1 to
Draft Registration Statement on Form 20-F
                                                            Submitted November
21, 2023
                                                            CIK No. 0001468522

       Dear Ignacio Madridejos:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Amendment No. 1 to Draft Registration Statement on Form 20-F submitted
November 21, 2023

       Item 5. Operating and Financial Review and Prospects
       5.B.6.2 Cash Flows Excluding Infrastructure Projects, Cash Flows from
Infrastructure Projects
       and Adjusted Cash Flows, page 137

   1.                                                   We note your responses
to our comments 7 and 8 and your related revisions to your
                                                        filing. Please provide
us with additional clarification on how you are calculating Cash
                                                        flows excluding
infrastructure project companies and Cash flows from infrastructure
                                                        projects, and revise
your disclosure to clarify. Your response should address, but not be
                                                        limited to, the
following:
                                                            Please clarify what
companies you are referring to when you say infrastructure
                                                             project companies
and if that includes both companies that are consolidated as well as
                                                             those which are
unconsolidated.
 Ignacio Madridejos
Ferrovial SE
December 8, 2023
Page 2
             Please clarify what is meant by financial interests.
             Please clarify what is meant by equity investments.
             With respect to the two tables on page 138, please clarify how the
amounts in the
           columns for Ex-Infrastructure Projects Cash Flow and Infrastructure
Projects Cash
           Flow are derived and allocated.
             With respect to the two tables on page 138, please further clarify
the nature of the
           items in adjustments column and how they are derived.
Notes to Consolidated Financial Statements for the years ended December 31,
2022, 2021 and
2020
1.3 Accounting Policies
Toll roads business, page F-65

2.    We note your response to comment 11. Please revise your footnote
disclosure to clarify,
      as you have in your response, that the scenario where the concessionaire
has
      subcontracted the infrastructure construction to an external company
relates to an equity-
      method investee's accounting policy, or tell us how you determined it is
unnecessary to
      clarify your accounting policy.
       Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at
202-551-3295 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or Pam Long at 202-551-3765 with any
other questions.



                                                            Sincerely,
FirstName LastNameIgnacio Madridejos
                                                            Division of
Corporation Finance
Comapany NameFerrovial SE
                                                            Office of Real
Estate & Construction
December 8, 2023 Page 2
cc:       M. Ryan Benedict
FirstName LastName
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