Grifols Shared Services North America CORRESP Correspondence with SEC

GRIFOLS, S.A.
Avinguda de la Generalitat, 152-158
Parc de Negocis Can Sant Joan
Sant Cugat del Vallès 08174
Barcelona, Spain

November 8, 2011

VIA ELECTRONIC TRANSMISSION

Jeffrey P. Riedler
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-1004

Re: Grifols, S.A. Registration Statement on Form F-4
Filed October 24, 2011
File No. 333-177466

Dear Mr. Riedler:

     Pursuant to Rule 461 of the Securities Act of 1933, as amended, Grifols, S.A. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form F-4, File No. 333-177466 (the “Registration Statement”) so that it may become effective at 12:00 noon Eastern Time on Wednesday, November 9, 2011, or as soon thereafter as practicable.

     The Company hereby acknowledges that:

     (a) should the United States Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

     (b) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

     (c) it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Respectfully submitted,
 

/s/ David I. Bell  

David I. Bell 

Authorized Representative in
the United States for Grifols, S.A.