SecProbe.io

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 4720
        June 22, 2009   John G. Stumpf President and Chief Executive Officer Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163

Re: Wells Fargo & Company
 Form 10-K for Fiscal Year Ended December 31, 2008   and Documents Incorporated by Reference  Form 8-K filed April 22, 2009  Form 10-Q for Fiscal Quarter Ended March 31, 2009
File No. 001-02979

Dear Mr. Stumpf:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are 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 provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   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 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 10-K for Fiscal Year Ended December 31, 2008

 Critical Accounting Policies

 Pension Accounting, page 45 of Annual Report to Shareholders

 1. On page 46, you disclose the difference betw een your expected rate of return and
actual rate of return on plan assets will increase your 2009 pension expense by

John G. Stumpf
Wells Fargo & Company
June 22, 2009 Page 2
$600 million due to higher actuarial loss am ortization combined with a lower rate
of return component of pension expense.  On page 150, you disclose that the net actuarial loss for the defined benefit pe nsion plans that will be amortized from
accumulated other comprehensive income into  net periodic benefit cost in 2009 is
$430 million.  Please tell us and consider revising future filings to explain why the two numbers above are different.  Al so, please clarify what you mean when
you refer to a lower rate of return co mponent of pension expense since you
disclose that your expected rate of retu rn for 2009 is 8.75% which is the same as
2008 and 2007.
 2. Please revise future filings to pr ovide additional information on how you
determine your expected long-term rate of  return on plan assets.  For example,
discuss the extent to which your determin ation is based on quantified calculations
versus qualitative factors, discuss the exte nt you use historical returns, disclose
the number of years of returns you consid er, explain why you believe that number
of years is appropriate, disclose if you have changed the number of years included
in your analysis, discuss how sensitive your determination is to more recent
experience and expectations of future returns, etc.
 3. Please revise future filings to provide more specific details regarding the information on which you relied to decr ease the discount rate in 2008.  For
example, specifically discuss the in formation you reviewed which showed
increased interest rates/ yield curves in 2008 since high quality bond interest
rates/yield curves decreased during 2008.
 Guarantees and Certain Contingent Arrangements

 Prudential Joint Venture, page 57 of Annual Report to Shareholders

 4. We have the following comments related to the accounting fo r the noncontrolling
interest in WSFH:  a. Please tell us how you measured the nonc ontrolling interest in WSFH in your
purchase accounting.  Please provide all pe rtinent facts and circumstances that
impacted your accounting determinations and identify the supporting accounting guidance.
 b. Please tell us and revise future filings to disclose the date that Prudential announced its intention to exercise the lookback put option.  If the date was
prior to your acquisition of Wachovia, please tell us how you considered the
appropriate measurement and presenta tion related to this event in your
purchase accounting.

John G. Stumpf
Wells Fargo & Company
June 22, 2009 Page 3   Risk Management

 Credit Risk Management Process, page  59 of Annual Report to Shareholders

5. You disclose that you use appraisals or  automated valuation models to support
property values during your underwriting pro cess.  Please revise future filings to
provide additional information regardi ng automated valuation models.  For
example, please describe how automated valuation models work, explain the key
advantages and risks related to automa ted valuation models as compared to
appraisals, and provide an estimate of the extent to which you use automated
valuation models as compared to appraisals.
 Table 15: Home Equity Portfolios, page 60 of Annual Report to Shareholders

6. Please revise future filings to disclose how you determined the loss rate for 2008.
 Table 16: Pick-a-Pay Portfolio, page 62 of Annual Repor t to Shareholders

 7. Please revise future filings to disclose how you determine collateral values for
your current LTV ratio as disclosed in footnote 2.

Note 1: Summary of Significant Accounting Policies

Nonmarketable Equity Securities, page  94 of Annual Report to Shareholders

8. Please revise future filings to disclose the criteria you use to determine whether a
nonmarketable equity security falls with in the scope of the AICPA Investment
Company Audit Guide.
 Note 2: Business Combinations, page  100 of Annual Report to Shareholders

 9. Please revise future filings to disclose the amount of goodwill that is expected to
be deductible for tax purposes.  Refer to paragraph 52(c)(1) of SFAS 141.

Note 5: Securities Available for Sale, page 104 of Annual Report to Shareholders

10. Due to the unfavorable trend and significant amount of unrealized losses on securities available for sale and the un certainty that these losses may reasonably
expect to have on your net income, please consider revising future filings here or in the MD&A to disclose additional information, focusing on the higher risk securities, to allow an invest or to make an informed assessment of this risk.  For
example, you currently disclose that appr oximately 75% of private collateralized
mortgage obligations were AAA-rated by at least one major rating agency.

John G. Stumpf
Wells Fargo & Company
June 22, 2009 Page 4
However, we believe your disclosure s hould focus on the other 25% of securities
not AAA-rated which are the riskier secu rities from an other-than-temporary
impairment standpoint.  As such, plea se consider disclosing the amount of
unrealized loss and fair value by security type by the lowest credit rating by at
least one major rating agency.  We believe disclosure of this level of detail is
consistent with the guidance in paragraph 39 of FSP FAS 115-2 and FAS 124-2 and Item 303 of Regulation S-K.
 11. Please tell us the amount of securities avai lable for sale by security type with at
least one credit rating below investment  grade by a major rating agency.  For
these securities, please tell us and revise fu ture filings to describe in greater detail
how you determined that you believe that it is probable that you will be able to collect all contractually due principa l and interest on these securities.

Note 8: Securitizations and Variable Interest Entities, page 111 of Annual Report to
Shareholders

12. Please tell us, and revise to disclose in  future filings, the reason you exclude the
identified items in the last paragraph on page 111 from the disclosures of your
significant continuing involve ment with QSPEs and unconsolidated VIEs.  We
also note similar disclosure on page 56.
 13. Please revise future filings to provide additional information to provide context to your disclosure of retained mortgage-back ed securities in th e last paragraph on
page 113.  It is unclear if this informa tion relates to the sensitivity disclosure
immediately preceding it or to some other disclosure.  Also, disclose if these securities are included in the summary table of your involvement with QSPEs on page 112.  If not, please explain why you exclude it.
 Money Market Funds, page 117 of Annual Report to Shareholders

14. We note that you entered into capital s upport agreements in 2008 to support the
value of certain investments held by your money market funds and that you
purchased a SIV from a money market fund in the third quarter of 2008.  Please revise future filings to provide information to investors to understand the primary reasons you provide this support.
 Credit-Linked Note Structures, page 117 of Annual Repor t to Shareholders

15. Please revise future filings to describe how your credit-linked note structures, which you design for your clients, genera te regulatory capital for you.  Clarify
whether your disclosure is meant to indicate that the business purpose of these notes is to generate regulatory capital.

John G. Stumpf
Wells Fargo & Company
June 22, 2009 Page 5   Note 9: Mortgage Banking Activities, pa ge 119 of Annual Report to Shareholders

 16. Please revise future filings to disclose the amount of contractually specified servicing fees, late fees, and ancillary fees earned for each period presented.
Refer to paragraph B8.c of FSP No. FAS 140-4 and FIN 46(R)-8.
 17. Please revise future filings to disclose the risk characteristics of the underlying
financial assets used to stratify recogn ized servicing assets for purposes of
measuring impairment in accordance with paragraph 63 of SFAS 140.  Refer to paragraph B10.c of FSP No. FAS 140-4 and FIN 46(R)-8.
 Note 15: Guarantees and Legal Actions, page 126 of Annual Report to Shareholders

 18. We note you may use internal credit default grades to determine the current status
of risk of payment or performance for your guarantees and cr edit derivatives.
Please revise future filings to disclose how those internal grades are determined and used for managing risk.  Refer to paragraph 5a and 7 of FSP No. FAS 133-1 and FIN 45-4.
 Note 16: Derivatives

 Credit Derivatives, page 134 of Annual Report to Shareholders

 19. Please consider revising future filings to separately disclose the fair value related to credit protection sold a nd credit protection purchased.
 Note 18: Preferred Stock, page 144 of Annual Report to Shareholders

 20. We note your disclosure of the assumpti ons used in your valuation model to
measure the fair value of the warrants issued to the Treasury.  Please revise future filings to disclose the methodology (e.g., Bl ack-Scholes model) used to measure
the fair value.
 Item 11. Executive Compensation

 Outstanding Equity Awards at Fiscal Yea r-End, page 75 of Definitive Proxy Statement
on Schedule 14A
 21. It appears that this table currently disc loses the vesting dates of only the options
granted in fiscal year 2008.  Ho wever, the vesting dates of all
 outstanding options,
shares of stock and equity incentive plan awards held at fis cal-year end must be
disclosed by footnote.  Please provide th e staff with proposed revised disclosure

John G. Stumpf
Wells Fargo & Company
June 22, 2009 Page 6
and confirm that you will revise future f ilings accordingly.  Refer to Instruction 2
to Item 402(f)(2) of Regulation S-K.
 Item 13. Certain Relationships and Related Transactions, and Di rector Independence

 Related Person Transactions, page 37 of Definitive Proxy Statement on Schedule 14A

 22. It appears that certain executives may have received loans on terms more
favorable than those available to pers ons unrelated to the lender; however, you
indicate that these loans ar e not disclosed because “they are generally available on
the same terms to all team members and do not give preference to the executive
officers over other team members.”  Pl ease note, however, that employees are
considered related to the lender by virtue of their employment relationship.  See Question 130.05 of the Compliance & Disclosu re Interpretations of
Regulation S-K.  Therefore, with respect to any loans made to a related person, as
defined by Instruction 1 to Item 404(a), with  terms that are generally available to
all employees, but that are more favora ble than those available to persons
unrelated to the lender, please provide to the staff the information required by Item 404(a)(5) of Regulation S-K since a ny such loans would not fall within the
ambit of Instruction 4.c.ii. to Item 404(a ) of Regulation S-K.  In addition, please
provide such disclosure in future filings.
 Signatures

 23. Please refer to comment 56 in our letter dated November 12, 2008.  The
Form 10-K must be signed by the registrant ’s principal executive officer.  In the
future, please identify the individual deemed the principal executive officer.
 Appendix A, page A-1 of Defin itive Proxy Statement on Schedule 14A

 24. We note the statement in th e last paragraph on page A-1 that the information
contained in Appendix A is not deemed to  be filed pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Ac t and is not deemed incorporated by
reference into the company’s Annual Report on Form 10-K.  Please provide us your basis for both of these determinations .  We note, in that regard, that the
information in Appendix A relates to the HRC’s review of the company’s
financial performance for purposes of de termining annual incentive compensation
for named executive officers.
 Form 8-K filed April 22, 2009

 25. On page 2 of your press release, you di sclose that the $40 billion of SOP 03-3
nonaccretable difference (credit write-dow ns) from the Wachovia acquisition is
the equivalent of approximately 190 basis poi nts of additional TCE.  To the extent

John G. Stumpf
Wells Fargo & Company
June 22, 2009 Page 7
you provide similar disclosure in future filings, please clarify for the reader why the amount of nonaccretable difference is relevant to TCE and how it provides for additional TCE.
 26. On page 2 of your press release, you di sclose that your ratio of nonperforming
loans to total loans was 1.25 at March 31, 2009, which is the lowest ratio among
large bank peers .  On page 33, you disclose that as  a result of the application of
SOP 03-3 to credit-impaired Wachovia loans, the nonperforming loans as a
percentage of total loans ratio cannot be compared to portfolios that do not
contain acquired credit-impaired loans.   Therefore, it appears that your
comparison of your ratio to your large ba nk peers may not be meaningful.  Please
reconsider comparing your  portfolio and ratios si gnificantly affected by the
application of SOP 03-3 to portfolios and ratios that do not contain, and are not
affected by, acquired credit-impaired loans.
 27. On page 12 of your press release, you disclose that you realigned your business
segments as a result of the Wachovia ac quisition.  In your future filings, please
consider disclosing how your reporting units are identified, how goodwill is allocated to the reporting units, and whet her there have been any changes to the
number of reporting units, or the manner in which goodwill was allocated.  If changes have taken place, please explain them.
 Form 10-Q for Fiscal Quarter Ended March 31, 2009

General
 28. Please tell us the extent to  which your first quarter results were impacted by the
early settlement of derivative contracts where the counterparty was AIG.  If your
results were impacted by such activities, please tell us and revise your future
filings to discuss the circumstances surrounding the settlements, quantify the
notional amount of the contracts involv ed, the amount of the gain or loss upon
early settlement, and iden tify the line item in which such amounts are presented.

Summary Financial Data, page 2

 29. You disclose “pre-tax pre-provision profit” in your su mmary table of fina