SecProbe.io

September 26, 2007
 Mail Stop 4563
By U.S. Mail and facsimile to (415) 975-6871

 Richard M. Kovacevich Chief Executive Officer Wells Fargo & Co.
420 Montgomery Street
San Francisco, CA 94163

Re:  Wells Fargo & Co.
 Definitive 14A   Filed March 16, 2007
File No. 01-2979
 Dear Mr. Kovacevich:
We have limited our review of your definitive proxy statement  to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Richard M. Kovacevich, CEO
Wells Fargo & Co.
September 26, 2007 Page 2  Compensation Discussion and Analysis, page 37

1. Disclose the quantitative performance targets which the Committee uses to
determine the size of awards under your incentive compensation programs.  Also,
discuss any material changes to your performance targets determined during the Committee’s meetings early in the new fis cal year.  Revise your disclosure to
discuss the specific items of company perf ormance, such as those relating to
earnings per share, return on average shareholders’ equity, and other operational and strategic objectives and how your incenti ve awards are specifically structured
around such performance goals.   For exam ple, discuss the performance necessary
to reach the target performance threshol d necessary to allow cash bonuses to be
paid, the target amount necessary to reach the target bonus amount and the
performance which would be necessary to allow for the maximum business performance adjustment.  Please note that qualitative goals generally need to be
presented to conform to the requirements of 402(b)(1)(v) and 402(b)(2)(v).  If you
did not include performance targets because you concluded that their disclosure would cause competitive harm to Wells Fargo, please provide the staff with your confidentiality analysis.  Also, for any ex cluded targets revise your disclosure to
provide the discussion of the level of di fficulty necessary to reach the targets
contemplated by Instruction 4 to Item 402( b) of Regulation S-K.  In discussing
how difficult it will be for the executive or how  likely it will be for the registrant
to achieve the target levels or other fact ors, provide as much detail as necessary
without providing information that poses a reasonable risk of competitive harm.
2. Your disclosure suggests th at individual performan ce was a significant factor
considered by the Committee in awarding cash incentive compensation and determining annual equity grants.  Pleas e discuss and analyze how individual
performance contributed to actual 20 06 compensation for the named executive
officers.  For example, disclose the el ements of individual performance, both
quantitative and qualitative, and spec ific contributions  the compensation
committee considered in its evaluation, and if applicable, how the committee weighted and factored them into specific compensation decisions.    See Item 402(b)(2)(vii) and Item 402(b)(1)(v) of Regulation S-K.
3. In your discussion of pay for performan ce on page 38, you indicate that your pay
targets are set so that the named executiv es would receive compensation in the top
quartile of comparable compensation if pe rformance is “close to or in” the top
quartile and would receive compensati on in the median of comparable
compensation if performance is “approxima tely” at the median.  Please clarify
these terms and provide more specificity in the targets and deviations from the
targets.  Also, disclose actual comp ensation and its resu lting percentile rank
among the peer group.  If the resulting per centile was materially different from
the targeted percentile, please discuss the factors which resulted in the divergence
from the target relationship.

Richard M. Kovacevich, CEO
Wells Fargo & Co.
September 26, 2007 Page 3
4. Please, provide a clear discussion of how Committee chose to awarded “off
cycle” or special grants of equity comp ensation.  It appears that the Committee
awarded options in 2006 outside the regular equity awards calendar to
“recognize…increased operational and bus iness line responsibilities.”  Also,
explain how the Committed determined the amount of equity compensation that was awarded to the named executives.  Please refer to Item 402(b)(1)(v) and
402(b)(2)(iii and iv) of Regulation S-K.

Potential Post-Employment Payments, page 75

5. The discussion in this section appears to concentrate on payments which the
named executives might receive in the even t that they retire from Wells Fargo.
Revise your disclosure to specifically address whether there are any agreements
which would provide for payments or other benefits if the named executives left
Wells Fargo for other reasons, includi ng termination, with or without cause,
constructive termination or payments due  upon a change of control.  If your
executives are entitled to any such paymen ts, describe the situations which would
give rise to the payments and quantify the amounts.  Furthermore, please discuss
any changes to option vesting schedule s which would occur in the event of
termination or as a result of a change of control.  Please refer to Item 402(j) of
Regulation S-K.
6. Discuss and quantify the amounts which th e named executives would be entitled
to receive under the Wells Fargo & Co. Salary Continuation Pay Plan.  Please
refer to Item 402(j)(2).
 Information About Related Persons, page 81

7. Provide information required by Item 404(a)(5) of S-K with regards to the
relocation loans.
  Please respond to our comments by Octobe r 26, 2007, or tell us by that time when
you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

Richard M. Kovacevich, CEO
Wells Fargo & Co. September 26, 2007 Page 4
• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3419 with any questions.

Sincerely,   Christian N. Windsor Special Counsel
 CC: Richard Levy
 Controller