UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549








FORM 20-F/A

(Amendment No. 1)

(Mark One)

| | ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------------



OR

| | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2017
| | - | -------------------------------------------------------------------------------------------------------------------------------



OR

| | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



OR

| | ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report
| | - | --------------------------------------------------------------------------------------------------------------------------------------------
| |   | For the transition period from to ___________                                                                                               

Commission file number: 001-35658



BANCO SANTANDER (MÉXICO), S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE,

GRUPO
FINANCIERO SANTANDER MÉXICO(Exact name of Registrant as specified in its charter)

United
Mexican States(Jurisdiction of incorporation or organization)



Avenida Prolongación Paseo de la
Reforma 500



Colonia Lomas de Santa Fe



Delegación Álvaro Obregón



01219 Mexico
City(Address of principal executive offices)Fernando Borja Mujica



Deputy General Legal and Compliance Director



BANCO SANTANDER (MÉXICO), S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE,

GRUPO FINANCIERO SANTANDER MÉXICO



Avenida Prolongación Paseo de la
Reforma 500



Colonia Lomas de Santa Fe



Delegación Álvaro Obregón



01219 Mexico City



Telephone: +(52) 55-5257-8000



Fax: +52 55-5269-2701

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)

Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|Title
of each class                                                                                                                                                                                                      | Name
of each exchange on which registered
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------
|American Depositary Shares, each representing five shares of the Series B common stock of Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México., par value of Ps.3.780782962 | New York Stock Exchange                  
|Series B shares, par value of Ps.3.780782962                                                                                                                                                                             | New York Stock Exchange*                 




| | * | Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México’s
Series B shares are not listed for trading, but are only listed in connection with the registration of the American Depositary
Shares, pursuant to the requirements of the New York Stock Exchange.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Securities registered or to be registered
pursuant to Section 12(g) of the Act:

None



(Title of Class)

Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:



U.S.$500,000,000 8.500% Perpetual Subordinated
Non-Preferred Contingent Convertible Additional Tier 1 Capital Notes(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s
classes of capital stock or common stock as of the close of the period covered by the annual report.



Series B shares: 3,322,685,212

Series F shares: 3,464,309,145



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.



☒Yes☐No



If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.



☐Yes☒No

Note – Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
Sections.



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.



☒Yes☐No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).



☐Yes      ☐
 No

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated
filer," accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



|Large accelerated filer☒ | Accelerated filer☐ | Non-accelerated filer☐  
|------------------------ | ------------------ | ------------------------
|                         |                    | Emerging growth company☐

If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act.☐



† The term “new or revised financial accounting
standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.



Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board☒ | Other☐
|---------- | ------------------------------------------------------------------------------------------------------ | ------

If “Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant has elected to follow.



☐Item
17☐Item
18

If this is an annual report, indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐Yes     ☒
No












Explanatory Note



This Amendment No. 1 (the “Amendment”)
to the Annual Report on Form 20-F (File No. 000-55899) of Banco Santander (México), S.A., Institución de Banca Múltiple,
Grupo Financiero Santander México (the “Bank”) for the fiscal year ended December 31, 2017 filed with the Securities
and Exchange Commission on March 27, 2018 (the “Original Filing”) is filed to include a section entitled “Comparison
of Rights of Shareholders and Corporate Governance of the Former Holding Company and the Bank” as a new subsection under
“Item 10. Additional Information—Memorandum and Articles of Association,” which was not included in the Original
Filing. Other than this additional disclosure, no part of the Original Filing is amended hereby, and this Amendment does not reflect
events that have occurred after the Original Filing date.



Pursuant to Rule 12b-15 under
the Securities Exchange Act of 1934, as amended, this Form 20-F/A also contains new certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Form 20-F/A and this Form 20-F/A does not
contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications
have been omitted.



As used herein, the term “Former
Holding Company” refers to Grupo Financiero Santander Mexico, S.A.B. de C.V., our former holding company.








ITEM 10. ADDITIONAL INFORMATION



B.  Memorandum and Articles of Association



Comparison
of rights of shareholders and corporate governance of the Former Holding Company and the Bank



In connection with the Merger of the Former
Holding Company and the Bank, each shareholder of the Former Holding Company received one share of the Bank for each share of the
Former holding Company held. The Former Holding Company was a financial services holding company governed by the Mexican Financial
Groups Law and the Bank is a commercial bank governed by the Mexican Banking Law. The effects of this change in corporate on shareholders’
rights and corporate governance are described in further detail below.



Shareholders’
Rights



The rights of shareholders in Mexican public
entities are governed by the Mexican Securities Market Law and the General Corporation Law. Because the Former Holding Company
was and the Bank is a corporation governed by the General Corporation Law, substantially all shareholders’ rights were unaffected
by the Merger. For example, the percentage of shares of the Bank required to elect directors, call a shareholders’ meeting,
oppose a resolution of the shareholders’ meeting or amend the bylaws is the same as the percentage that the Former Holding
Company’s shares required prior to the Merger.



Corporate Governance



Although the Bank is subject
to the same Mexican securities and corporate law frameworks as the Former Holding Company was, it is subject to a different regulatory
framework than the Former Holding Company was. As a result, there are certain governance-related differences in the bylaws of the
Bank and the Former Holding Company, as described in more detail below.



Board of Directors and Committees



| | · | The Bank has the same board of directors and the same committees as
the Former Holding Company, each with the same members and areas of responsibility. However, under Mexican Banking Law, banks are
also required to have one or more comisarios, or statutory auditors. Comisarios must be independent and are elected
by shareholders in the same manner and for the same term as directors. The comisario is responsible for ensuring compliance
by the board and management with applicable rules and policies and provides a further layer of supervision for the benefit of shareholders.
Shareholders have the same power to remove the comisario as they do to remove a member of the board of directors. See “—Statutory
Auditor (Comisario)” for more information.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Changes to Capital Stock



| | · | Any shareholder of the Former Holding Company that opposed the issuance
of shares to be subscribed and paid through a public offer had the right to demand the public offering of its shares at the same
price as the publicly offered shares. Upon any such demand, the Former Holding Company was required to offer the dissenting shareholders’
shares in first place. The Bank shareholders do not have this remedy available should they oppose an issuance of shares.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Capital Deficiencies; Dissolution or
Liquidation



| | · | The Bank is subject to substantially more stringent regulation than
the Former Holding Company was, including the possibility of intervention by the regulators in the event of material capital or
supervisory deficiencies. In the event of material capital or supervisory deficiencies, control and even ownership of the Bank
could in some circumstances, be taken away from the Bank’s shareholders with limited or no compensation.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------












| | · | Shareholders of the Bank can vote to request that the relevant Mexican
authorities revoke the operating license of the Bank. Shareholders of the Former Holding Company had the same right prior to the
Merger. However, dissenting shareholders of the Former Holding Company were able to seek payment of damages or the invalidation
of such resolutions through court order in connection with such a vote whereas dissenting shareholders of the Bank can only seek
payment of damages.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Prior to the Merger, in the event of the Former Holding Company’s
dissolution, the Former Holding Company shareholders had the right to appoint a liquidator to wind up the Former Holding Company’s
affairs and all outstanding shares of capital stock are entitled to participate equally in any liquidation distribution. In contrast,
in connection with any dissolution of the Bank, IPAB will automatically serve as liquidator.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because the Former Holding Company’s
only significant asset was the Bank, these corporate governance-related differences already impacted the Former Holding Company
and did not have a material effect on the Bank shareholders after the Merger.








ITEM 19. EXHIBITS



(b)       List of Exhibits



|Exhibit Number | Description                                                                                                    
|-------------- | ---------------------------------------------------------------------------------------------------------------
|12.1*          | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|12.2*          | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.




| | * | Filed with this Annual Report on Form 20-F.
| | - | -------------------------------------------








SIGNATURES



The registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this
annual report on its behalf.



| | BANCO SANTANDER (MÉXICO), S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO
| | ------------------------------------------------------------------------------------------------
| |                                                                                                 
| |                                                                                                 
| | By:                                                                                             
| |                                                                                                 
| |                                                                                                 



Date: May 14, 2018