SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4561
November 12, 2008
  James M. Strother, Esq. Executive Vice President and General Counsel Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163
Re: Wells Fargo & Company
Registration Statement on Form S-4
Filed October 31, 2008  and Documents Incorporated by Reference
  File No. 333-154879

Dear Mr. Strother:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  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 us at the telephone numbers listed at the end of this letter.   Form S-4

 General

 1. Please provide any presentation, memo, report or other material provided to the boards of directors of Wells Fargo or Wachovia by either’s respective financial advisors with regard to the valuation or fairness of the transaction other than the opinion included in your registration statement.

James M. Strother, Esq.
Wells Fargo & Company November 12, 2008
Page 2   2. Please tell the staff whether any projection, analysis or other material non-public information was provided by Wells Fargo to W achovia.  Also, please provide to the staff
the projections provided by Wachovia to its financial advisors and to Wells Fargo.  We note that Wells Fargo did not provide financial forecasts to Wachovia’s financial advisors.
 3. We note numerous press articles describing the significance of IRS Notice 2008-83 relating to the treatment of deductions under section 382(h) of the Internal Revenue Code with respect to losses on loans after an owners hip change of a bank.  With a view toward
providing greater transparency in your document, please address the following regarding that interpretation:

• Please provide us with a summary of the incremental impact of this IRS Notice in relation to the merger transaction, including quantification of the tax benefits that would have resulted from the merger transaction based on the IRS guidance prior to the issuance of this IRS Notice compared to the tax benefits resulting from the merger transaction as computed based on this IRS Notice.

• Please tell us how this IRS notice impacted your decision making process to make an offer to Wachovia on October 2, 2008 after informing Wachovia that you were not prepared to make an offer on September 28, 2008.

• Please provide us with an analysis of the impact of this IRS notice on the pro forma results of operations of the combined company and your internal rate of return goal as noted in the third bullet point on page 47.
 4. Please file all exhibits, including drafts of your legality and tax opinions, with your next amendment; providing them as soon as practicable will permit for an expedited review of the materials.
 5. The Forms 10-Q and 8-K filed October 30, 2008 disclose Treasury’s $25 billion investment in Wells Fargo pursuant to the Capital Purchase Program and the issuance of warrants to purchase approximately 110.3 million shares of Wells Fargo common stock.  We note that Capital Purchase Program participants are subject to certain restrictions with respect to executive compensation.  Please revise the registration statement, where appropriate, to briefly summarize the restrictions on compensation applicable to Wells Fargo as a result of its participation in the Capital Purchase Program.
 6. We note the disclosure on page 46 that, in agreeing to the merger, Wachovia took into account the fact that “Wells Fargo’s credit rating will be a substantial strength for the combined company in terms of funding and liquidity.”  However, recent reports have indicated that Wells Fargo’s credit rating may be downgraded.  Please briefly disclose, where appropriate, the impact a credit rating downgrade may have on the combined company’s funding and liquidity and whether a downgrade would cause Wells Fargo, or

James M. Strother, Esq.
Wells Fargo & Company November 12, 2008
Page 3
the combined company, to violate any debt covenants.  Please also disclose whether Wachovia’s board, despite any impact a downgrade might have, would continue to consider Wells Fargo’s credit rating to be a substantial strength to the combined company.
 7. The risk factor discussion must immediatel y follow the summary section.  Please revise
accordingly.  Refer to Item 503(c) of Regulation S-K.
 8. You qualify the summaries of certain documents, such as the merger agreement and fairness opinion, by referencing the individual documents.  Where you do this, please indicate that they are summaries of the material terms.
 Prospectus Cover Page

 9. Please state the title and amount of securities to be offered.  Refer to Item 501(b)(2) of Regulation S-K.

10. Please identify the trading symbol of the securities to be offered.  We note this is
disclosed elsewhere in the document.  Refer to Item 501(b)(4) of Regulation S-K.
 Summary

 General

 11. Please revise the preamble to state that it highlights “the material” information, not “selected” from the document.
 Opinions of Wachovia’s Financial Advisors, page 8

 12. Please revise this section to describe the method of selection of Perella Weinberg.  Refer to Item 1015(b)(3) of Regulation M-A.

13. Please revise this section to disclose any material relationship that existed during the past
two years, or is mutually understood to be contemplated, and any compensation received or to be received as a result of the relationship between the financial advisors and Wachovia and/or Wells Fargo.  Refer to Item 1015(b)(4) of Regulation M-A.  Alternatively, confirm that no such relationships existed.
 Wachovia’s Directors and Executive Officers Ma y Receive Additional Benefits …, page 8

 14. Please disclose the approximate total dollar amount that will be paid to Wachovia directors and executive officers as a result of the merger.  We note the disclosure beginning on page 59.

James M. Strother, Esq.
Wells Fargo & Company November 12, 2008
Page 4  Unaudited Pro Forma Condensed Combined Financial Information, page 18

 15. You disclose that the unaudited pro forma information does not give effect to the Wachovia preferred stock issued to Wells Fargo in connection with the merger.  Please revise to disclose the date the preferred stock was issued and to clarify that this transaction would get eliminated in the pro forma presentation.
 16. We note your disclosure in footnote 1 on page 20 that total stockholders’ equity does not reflect the $25 billion in securities issued to the US Treasury Department.  Given the significance of the transactions with the US Treasury Department, please tell us why you do not believe it would be appropriate and more transparent to provide a separate column in the financial statements illustrating the impact of the securities issued to the U.S. Treasury Department on total stockholders’ equity, net income available to common stockholders, earnings per common share, diluted earnings per common share, and diluted average common shares outstanding.
 Note 5: Pro Forma Adjustments, page 24

 17. We have the following comments related to Balance Sheet Adjustment B:  a. Please revise to disclose how you determined if a loan was in the scope of SOP 03-3 for purposes of these pro forma adjustments.
 b. Please revise to disclose the total amount of loans in the scope of SOP 03-3, which resulted in the pro forma adjustment presented.
 c. Please revise to disclose how you determined the amount recognized under SOP 03-3.

d. Please revise to disclose the estimated amount of accretable yield for loans in the scope of 03-3.

e. Please revise to provide a narrative discussion of the reasons the SOP 03-3 adjustment of $39.2 billion is so much greater than the $10.4 billion existing allowance for loan losses for loans subject to SOP 03-3 as disclosed in Balance Sheet Adjustment C.  Identify the respective accounting bases used for each adjustment.
 18. Please tell us in detail
 and revise to briefly disclose how you determined the amount of
existing allowance for loan losses for loans subject to SOP 03-3 as disclosed in Balance Sheet Adjustment C.
 19. Please tell us and revise to disclose why the $10.9 billion of identifiable intangibles included in Balance Sheet Adjustment F does not agree to the amount of identifiable intangibles used in allocation of the pro forma purchase price in Note 8.

James M. Strother, Esq.
Wells Fargo & Company November 12, 2008
Page 5  20. Please revise to disclose the expected useful lives and the expected amortization methods used for the identifiable intangibles noted in Balance Sheet Adjustment F.
 21. Please revise to provide additional detail related to the fair value adjustments of $4.4 billion to Other Assets disclosed in Balance Sheet Adjustment F.
 22. Please revise to provide additional detail related to your increase in deferred tax assets of $13.0 billion disclosed in Balance Sheet Adjustment F.
 23. Related to Balance Sheet Adjustment G, as well as Adjustment B, your disclosures seem to imply that you adjust the values to fair value and then make an additional adjustment to reverse prior purchase accounting adjustments.  If true, please revise to clarify that your reversal of prior purchase accounting adjustments combined with the other adjustments result in the interest-bearing deposits and loans being recorded at fair value.
 24. Please revise to disclose the amount of estimated exit reserves recorded in Balance Sheet Adjustment H.  If the amount is different than the amount disclosed in Note 3 on page 23, please revise to explain the difference.
 25. Please revise to provide additional detail in your description of Balance Sheet Adjustment J to allow an investor to understand how the amount of the adjustment for Common Stock and Additional Paid-In Capital were calculated.
 26. Please revise to disclose why an income statement pro forma adjustment similar to M is not needed for the pro forma statement of income for the nine months ended September 30, 2008.
 27. Please revise to delete income statement adjustments O and P as it is not appropriate to make adjustments to remove charges from the historical financial statements of the acquirer or the target.  In lieu of making adjustments to the pro forma financial statements for these items, you may provide appropriate clarifying disclosure in the footnotes to the pro forma financial statements.
 28. Please revise to disclose the primary reasons for the difference between your consolidated effective tax rate and the statutory federal income tax rate for the periods presented as noted in Income Statement Adjustment R.  Consider providing this information quantitatively.
 Note 8: Preliminary Purchase Accounting Allocation, page 27

 29. Please revise to separately quantify the estimated direct costs of the business combination and to confirm in your disclosure that all such costs are properly included as part of the pro forma purchase price.

James M. Strother, Esq.
Wells Fargo & Company November 12, 2008
Page 6  The Merger

 Background of the Merger, page 37

 30. Please revise this section to disclose the reason(s) why discussions with the potential combination partner with which negotiations began on September 17 were terminated; explain whether it was Wachovia or the counterparty that ceased negotiations.  Where the potential merger transactions are discussed on pages 38 and 39, please also disclose the range of terms of those merger possibilities.  Also, please revise the second full paragraph on page 39 to disclose why discussions with the strategic investor ceased.
 Interests of Certain Wachovia Directors and Executive Officers in the Merger

 Robert K. Steel Agreement, page 60

 31. Using a hypothetical share price, please provide an example quantifying the amount Mr. Steel would receive upon exercising his options after the merger.
 Material U.S. Federal Income Tax Consequences, page 61

 32. The closing tax opinion that is referenced will not satisfy Item 601(b)(8) of Regulation S-K.  Please revise this section to discuss each material federal income tax consequence and indicate that it represents the opinion of counsel.  Remove inconclusive language such as “if the merger qualifies as a ‘reorganization’ within the meaning of Section 368(a) of the Code...” and include definitive language such as “will qualify.”  Assuming that you will use a short form opinion, Exhibit 8.1 may adopt the discussion in the prospectus as the opinion of counsel.

Where You Can Find More Information, page 120

33. You have elected to incorporate by reference all Exchange Act documents subsequently filed by Wells Fargo and Wachovia.  With respect to Wells Fargo filings, please revise to comply with Item 11(b)(3) of Form S-4.  With respect to Wachovia filings, please revise to comply with Item 11(b)(1) of Form S-4.  Furthermore, please revise this section to clearly state that filings made between the date of the initial registration statement and the date of effectiveness will be incorporated by reference.  Refer to Interpretation H.69 of the July 1997 CF Manual of Publicly Available Telephone Interpretations.
 Wells Fargo Form 10-K for the year ended December 31, 2007

 General

 34. Please tell us what the delinquency rate of prime loans held in your portfolio is and disclose this information in future filings.

James M. Strother, Esq.
Wells Fargo & Company November 12, 2008
Page 7   35. Please confirm that you will include a performance graph in future annual reports to shareholders.  Refer to Item 201(e) of Regulation S-K.
 36. We note you proposed additional disclosure related to your sub-prime exposure in your response to comment #1 in your letter dated December 12, 2007.  We could not locate disclosure in your December 31, 2007 Form 10-K or subsequent Forms 10-Q which provide similar information.  Considering th e significant focus on sub-prime and alt-A
exposure in the current environment, please tell us in detail and revise your future filings to quantitatively disclose in one section of your document your total company-wide exposure to sub-prime and alt-A credit or other risk.
 Financial Review – Overview, page 34

 37. You disclose that you recorded a “special” $1.4 billion provision to further build reserves for loan losses in 2007.  Please tell us the characteristics of this provision which you believe renders the provision “special” and tell us how you differentiate it from any previous or subsequent provisions were charact erized as “special.”  It is unclear how a
systematic process applied with procedural discipline over a period of time can result in a provision that can be characterized as “speci al.”  Please revise your future filings to
eliminate such references or tell us why you believe your process that results in “special provisions” is consistent with the guidance in SFAS 5 and 114 and related interpretations.
 38. You disclose that during 2007 you recorded a $324 million loss due to mortgage loans repurchased and an increase in the repurchase reserve for projected early payment defaults.  Please revise to disclose whether you repurchased the mortgage loans due to the standard representations and warranties you provide as