SecProbe.io

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE

Mail Stop 4720         September 1, 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  Forms 10-Q for Fiscal Quarters Ended March 31, 2009 and
June 30, 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 disclosure in resp onse 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.

Form 10-K for Fiscal Year Ended December 31, 2008

Guarantees and Certain Contingent Arrangements

Prudential Joint Venture, page 57 of Annual Report to Shareholders

1. We note your response to comment 4 in our  letter dated June 22, 2009 regarding
your accounting for the noncontrolling interest  in WSFH.  Please respond to the
following:

a. Tell us whether the put option is a fair value put or instead based potentially
on the fair value or some maximum am ount.  In this regard, we note your

John G. Stumpf
Wells Fargo & Company
September 1, 2009 Page 2
disclosure on page 11 of your June 30, 2009 Form 10-Q that you recorded the noncontrolling interest at the estimated maximum redemption amount.
 b. Tell us whether Prudential has the abili ty to rescind its written notice to
exercise the “lookback” option prior to the closing date  that is expected to
occur on or about January 1, 2010.
 c. Tell us how you considered the guidan ce in paragraphs 19A and 40-41 of
EITF Topic D-98 in concluding that th e noncontrolling interest should not be
recorded as part of temporary eq uity at both December 31, 2008 and
        March 31, 2009.
 d. Tell us how you concluded that upon Pr udential’s written notice to you in
June 2009 of their intention to exercise the “lookback ” option that the
noncontrolling interest shoul d not be recorded as a liability under SFAS 150.
 Table 16: Pick-a-Pay Portfolio, page 62 of Annual Repor t to Shareholders

 2. In your response to comment 5 in our letter dated June 22, 2009 you state that you use automated valuation models only fo r properties with a loan amount under
$250,000.  In your response to comment 7, you st ate that collateral values used in
your current LTV ratios are determined us ing an automated valuation model.
Please revise your proposed disclosure  in comment 7 to clarify how you
determine collateral values used in your current LTV ratios for loans greater than
$250,000.
 Note 5: Securities Available for Sale, page 104 of Annual Report to Shareholders

 3. Please revise your proposed disclosure in  response to comment 10 in our letter
dated June 22, 2009 to quantify the amount of unrealized loss and fair value
included in the investment grade for unrated  securities.  To the extent a significant
portion of your investment grade securities are unrated, tell  us the nature of those
securities and why you believe  a rating from a major credit agency was not sought
for these securities since it would appear  such a rating woul d likely reduce their
funding costs.

Credit-Linked Note Structures, page 117 of Annual Repor t to Shareholders

4. We note your response to comment 15 in our letter dated June 22, 2009.  Please
explain to us in detail and revise future filings to explain how issuing credit-linked notes generates regulat ory capital for you since it appears that the notes are
a form of debt.

John G. Stumpf
Wells Fargo & Company
September 1, 2009 Page 3  Appendix A, page A-1 of Defin itive Proxy Statement on Schedule 14A

 5. We note your response to comment 24 in our  letter dated June 22, 2009.  We also
note that you have not provided your ba sis supporting the statement that the
information in Appendix A is not deemed to  be “filed” pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act.  Please provide us the basis for this
determination, or, in the alternative, confirm you r understanding that the
disclosure in Appendix A is deemed to be filed as part of the company’s proxy
statement pursuant to Section 14(a) of the Exchange Act.
 Form 10-Q for Fiscal Quarter Ended March 31, 2009

 Critical Accounting Policies

 Fair Value of Financial Instruments, page 12

 6. We note your response to comment 31 in our letter dated June 22, 2009.  Given
the significant amount of management  judgment involved in your methodology
for classifying instruments in the fair value hierarchy, and in particular where
adjustments are made to the pricing service or broker price based on your
methodology to weight the pricing service/broker price and internal model, we
believe you should disclose your polic y for evaluating what constitutes a
significant adjustment to the overall valu ation for purposes of classifying the
instruments as either Level 2 or Le vel 3 in the fair value hierarchy.

Note 4. Securities Available for Sale, page 65

 7. We note your response to comment 35 in our letter dated June 22, 2009.  Your
response indicates that the credit risk associated with the underlying loan obligors
are different for prime and Alt-A securiti es, but that you do not believe that alone
justifies creation of a separate major security type given the additional information you plan to include in your filings in response to certain other staff comments.  However, the staff notes th at paragraph 39 of FSP FAS 115-2 lists
credit risk as one item that should be  considered in determining whether
disclosure for a particular security type is necessary, as well considering how you
manage, monitor and measure your securitie s on the basis of the nature and risks
of the securities.  It is  unclear from your respons e whether you monitor and
manage the different risks of these securities separately.  Given the significant concentration of Alt-A securitie s in your portfolio, investor interest in this type of
portfolio, and the fact that  you acknowledge the differen ce in credit risks, it is
unclear to us how you concluded that Alt-A residential mortgage backed
securities and prime residen tial mortgage backed securiti es would not be separate
major security types.  Furthermore, re gardless of your conclusion as to whether
the residential mortgage backed portfolio should be further segregated, we believe

John G. Stumpf
Wells Fargo & Company
September 1, 2009 Page 4
that the disclosure regarding the significan t inputs considered in determining the
measurement of the credit loss component recognized in earnings for residential
mortgage backed securities should be provided at a more disaggregated level given the wide range of inputs, includi ng a range of expected loss assumption of
between 0 and 57% for the quarter ended June 30, 2009.  Given the significant range of inputs, it would app ear that credit risk is dramatically different between
the different sub-portfolios in residentia l mortgage backed securities, which may
indicate that they should be consider ed separate major security types.
 Form 10-Q for Fiscal Quarter Ended June 30, 2009

 Summary Financial Data, page 2

 8. We note your response to comment 29 in our  letter dated June 22, 2009, as well as
your disclosure in Note (4) on page 2 regarding Pre-tax pre-provision profit.
Please tell us and revise your future filings to explain and quantify the differences between this measure and the measure re viewed by the Federal banking regulators
under the Supervisory Capital Assessment Program.
 Overview – Summary Results, page 6

9. We note your disclosure on page 8 descri bing the increase in nonaccrual loans
during both the first and second quarters of  2009 and attributing the cause, in part,
to the application of SOP 03-3.  In order to provide a more balanced discussion of
the effects of SOP 03-3 on your nonaccrual metrics and related ratios in this
section and elsewhere as a pplicable in the document, we believe you should also
discuss the positive effect on your non accrual loan metrics and ratios that
occurred as of December 31, 2008 and Ma rch 31, 2009.  In this regard, we note
that you could indicate in the sentence de scribing how the SOP 03-3 loans were
classified to accrual status on December 31, 2008 that it resulted in a low level of
nonaccrual loans as of that date, and limited comparability of this metric and
related ratios to your large bank peers.  We  note that similar disclosure could also
be added to the last sentence of the paragraph in order to balance the entire section.

Current Accounting Developments – FAS 166/167, page 13

10. We note your disclosure showing your pr eliminary consolidation expectations
upon the adoption of SFAS 166 and 167.  We note that certain of your
nonconforming residential mortgage loans involved in securitizations will be
subject to consolidation upon the adoption of SFAS 166 a nd 167.  Please clarify if
this represents the substantial majority of these types of securitizations or just a smaller portion.  To the extent available, please tell us and expand your disclosure
in future filings to explain any key char acteristics among the ones that will be

John G. Stumpf
Wells Fargo & Company
September 1, 2009 Page 5
subject to consolidation ve rsus the ones that you have  determined preliminarily
will not be.

Pick-a-Pay Portfolio, page 34

11. You disclose that “The carrying valu e [of the Pick-a-Pay portfolio loans
accounted for under SOP 03-3] is net of $20.7 billion of purchase accounting net write-downs to reflect SOP 03-3 loans at fair value.”  Please tell us how you concluded that your SOP 03-3 are carried at fair value subsequent to their
acquisition and/or revise future filings to more clearly disclose the measurement of your SOP 03-3 at period end.
 Nonaccrual Loans and Other Nonperforming Assets, page 37

 12. You disclose the following on page 38:

• consumer nonaccrual loans that have been modified remain in nonaccrual
status until a borrower has made six contractual payments.

• total consumer TDRs amounted to $5.6 billion at June 30, 2009, compared
with $3.5 billion at March 31, 2009.
 • of the consumer TDRs, $1.2 billion at June 30, 2009, and $868 million at
March 31, 2009, were classified as nonaccrual.

Please tell us and revise future filings to clarify whether a borrower needs to make
six consecutive
 contractual payments in order to  be returned to accrual status.
Additionally, tell us and re vise future filings to ex plain how consumer TDRs
increased $2.1 billion from March 31, 2009 to June 30, 2009 but nonaccrual consumer TDRs only increased $0.4 billion considering that nonaccrual TDR
loans stay on nonaccrual until six payments are received.
   *  *  *  *  *
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.

 You may contact Mike Volley, Staff Accountant, at (202) 551-3437 or
Kevin W. Vaughn, Accounting Branch Chief, at (202) 551-3494 if you have questions
regarding comments on the financ ial statements and related matters.  Please contact

John G. Stumpf
Wells Fargo & Company September 1, 2009 Page 6  Matt McNair, Attorney-Adviser, at (202) 551-3583 or me at (202) 551-3469 with any
other questions.
Sincerely,

Justin T. Dobbie Attorney-Adviser
 cc: Richard D. Levy  Wells Fargo & Company
 (By facsimile)