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United States securities and exchange commission logo





                               December 26, 2023

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

                                                        Re: Ferrovial SE
                                                            Amendment No. 2 to
Draft Registration Statement on Form 20-F
                                                            Submitted December
15, 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. 2 to Draft Registration Statement on Form 20-F Submitted
December 15, 2023

       Item 5. Operating and Financial Review and Prospects
       5.B.6.2 Cash Flows from Infrastructure Projects, Cash Flows Excluding
Infrastructure Projects
       and Adjusted Cash Flows, page 138

   1.                                                   We note your response
to prior comment 1, which indicates that you are treating
                                                        infrastructure
companies that are consolidated within your audited financial statements as
                                                        investments in shares
for the purpose of these non-IFRS measures. Please revise your
                                                        filing to explicitly
and clearly disclose this information. In addition, we are unclear if you
                                                        are changing the basis
of your associate companies (equity-accounted companies) within
                                                        your non-IFRS measures,
please tell us and revise your filing to explicitly and clearly state
                                                        if you are or are not
changing the basis of your associate companies (equity-accounted
                                                        companies).
 Ignacio Madridejos
Ferrovial SE
December 26, 2023
Page 2
2.    We note your response to prior comment 1 and your related revisions to
your filing. It
      appears that your non-IFRS measures of Infrastructure Cash Flow,
Ex-Infrastructure Cash
      Flow and Adjusted Cash Flows have the effect of changing the basis of
accounting for
      certain entities to account for them as if they were investments in
shares. Please tell us
      how you determined it was appropriate to present these measures that
change the basis of
      accounting for these entities.
3.    It does not appear that you have presented a reconciliation of your
non-IFRS measures of
      Infrastructure Cash Flow and Ex-Infrastructure Cash Flow to the most
directly comparable
      IFRS financial measure or measures. Please revise your disclosure to
include these
      reconciliations. Refer to Item 10(e)(1)(i) of Regulation S-K.
Item 6. Directors, Senior Management, and Employees
6.C.1.4. Corporate Governance Practices, page 167

4.    We note your statement that under Dutch law, a majority of votes cast may
approve a
      resolution in a meeting where no quorum is required under Dutch law or
the company's
      Articles of Association. Please clarify what resolutions or actions must
be approved in a
      meeting where a quorum is required under Dutch law or the company's
Articles of
      Association, and state the quorum requirement.
       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 26, 2023 Page 2
cc:       M. Ryan Benedict
FirstName LastName
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