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United States securities and exchange commission logo





                             February 26, 2024

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

                                                        Re: Ferrovial SE
                                                            Registration
Statement on Form 20-F
                                                            Response dated
February 20, 2024
                                                            File No. 001-41912

       Dear Ignacio Madridejos:

              We have reviewed your February 20, 2024 response to our comment
letter and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our February 9, 2024
letter.

       Registration Statement on Form 20-F filed January 5, 2024

       Item 5. Operating and Financial Review and Prospects
       5.B.6.2 Adjusted Cash Flows, Cash Flows from Infrastructure Projects and
Cash Flows
       Excluding Infrastructure Projects, page 140

   1.                                                   We note your response
to prior comments 3 through 9 and your proposed revisions at
                                                        annex A. With respect
to your tabular presentation of the changes in consolidated net debt
                                                        please address the
following:
                                                            Please revise to
remove the subtotal labeled activity cash flows.
                                                            Please include a
reconciliation of Consolidated Net Debt for each period reflected in
                                                            your tabular
presentation of changes in consolidated net debt (i.e. at each beginning
                                                            of year and
year-end).
 Ignacio Madridejos
Ferrovial SE
February 26, 2024
Page 2
2.    We note your response to prior comments 3 through 9 and your proposed
revisions at
      annex A. We further note the change in Consolidated Net Debt is
reconciled from Change
      in Cash and Cash Equivalents per your Consolidated Cash Flow Statements.
Please tell us
      how you considered Item 10(e)(1)(ii)(A) of Regulation S-K as it appears
that certain
      adjustments may exclude charges or liabilities that required or will
require cash settlement
      (e.g. the change in short and long-term borrowings). Within your
response, please also tell
      us whether the amounts shown as cash flows of ex-infrastructure project
companies
      exclude charges or liabilities that required or will require cash
settlement (i.e. amounts
      included in your Consolidated Cash Flow Statements related to
infrastructure project
      companies).
3.    We note your response to prior comment 8 and your proposed revisions at
annex A. We
      continue to be unclear how you determined the breakdown of your
Consolidated Cash
      Flow Statement into cash flows of ex-infrastructure project companies,
cash flows of
      infrastructure project companies, and intercompany eliminations is
appropriate. In your
      response, please provide a more robust explanation on how you determined
that
      infrastructure project companies that are consolidated in your IFRS
financial statements
      should be treated    as investment in equity    within the column for
ex-infrastructure project
      companies.
       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
February 26, 2024 Page 2
cc:       M. Ryan Benedict
FirstName LastName
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