SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

February 1, 2010
By U.S. Mail and Facsimile to: (415) 975-6871

Richard D. Levy Executive Vice President and Controller Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163
Re: Wells Fargo & Company  Form 8-K filed January 20, 2010
File No. 001-02979
 Dear Mr. Levy:

We have reviewed the above-referenced filing and have the following comments.
We have limited our review of your filing to those issues we have addressed in our
comments. Where indicated, we think you should revise your future filings in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 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 8-K filed January 20, 2010

1. We note your disclosure on page 11 of your  earnings release filed as part of
Exhibit 99.1 that a primary driver of th e increased allowance during the fourth
quarter of 2009 was $100 million associated w ith additional life-of-loan losses for
several commercial purchased credit-impaire d loans.  Please clarify what is meant
by additional “life-of-loan losses”.  For example, are you basing your best

Richard D. Levy
Wells Fargo & Company
February 1, 2010 Page 2

estimate of cash flow on events and circumst ances that have been incurred to date,
or estimating cash flows based on other even ts that may occur in the future.  To
the extent the latter is true, please clarify how your policy complies with the
guidance in paragraph 8 of SOP 03-3 (ASC 310-30).
2. We note your disclosure on page 12 of your Quarterly Supplement furnished as
Exhibit 99.2 that your loss rate of 2.71% wa s one of the “lowest in the industry”
due to the legacy Wells Fa rgo credit discipline, reduced risk in the Wachovia
portfolio and a smaller percen tage of higher loss content portfolios.  However, it
would appear that a large factor is due to the fact that the purchased credit-
impaired loans are not charged-off and instead are accounted for through the non-
accretable difference established in purchase accounting, as you note on other
pages in your Quarterly Supplement.   Please respond to the following:

a. Tell us whether in calculating your loss rate of 2.71% you exclude the purchased credit-impaired loans from your calculation of average loans to
compensate for the fact that these loans are not charged off consistently with other loans due to the accounting applied in purchase accounting.
 b. Please consider expanding your explana tion for the lower charge-off rate as
compared to the industry to explain th at there is “reduced risk in the
Wachovia portfolio” due to the purc hased credit-impaired accounting
performed for the worst performing Wachovia loans where losses are not
charged-off consistent with the normal lo an portfolio and refer them to other
pages where this is discussed in more detail.
3. We note your disclosure on page 36 of your  earnings release filed as part of
Exhibit 99.1 that your allowance for loan  losses as a percentage of nonaccrual
loans has declined substantially from 309% as of December 31, 2008 to 100% as of December 31, 2009.  We also note your disclosure on page 10 of your release where you discuss how the loss exposure expected in nonperforming assets is significantly mitigated due to three factor s.  Tell us and expand your disclosures
in future filings to discuss the decline in this credit ratio, as well as unfavorable changes in other ratios such as the net charge-off rate over the year, and how you
considered this information in dete rmining the appropriate level of your
allowance as of December 31, 2009.
4. We note your disclosure on page five of your release filed as part of Exhibit 99.1
that you established a $316 million increas e in repurchase reserves, up from $146
million established during the third quarter of 2009.  Tell us and disclose in future filings how you establish repurchase rese rves for various representations and
warranties that you have made to various parties, including the GSE's, monoline

Richard D. Levy
Wells Fargo & Company
February 1, 2010 Page 3

insurers and any private loan purchasers.   Please ensure your response addresses
the following areas:

a. Discuss the specific methodology to estim ate the reserve related to various
representations and warranties, including a discussion of any differences in
your methodologies.
b. Discuss the total level of reserves established related to these repurchase requests and how and where they are classified in the financial statements.

c. Discuss the level and type of repurch ase requests you are receiving, and any
trends that have been identified, including your success rates in avoiding
settling the claim.

d. Discuss your methods of settling th e claims under the agreements.
Specifically, tell us whether you repu rchase the loans outright from the
counterparty or just make a settlement payment to them.  If the former,
discuss any effects or trends on your nonperforming loan statistics.  If the
latter, discuss any trends in terms of  the average settlement amount by loan
type.

e. Discuss the typical length of time of  your repurchase obligation and any
trends you are seeing by loan vintage.

f. Discuss whether these reserves relate to any significant balance of Wachovia
legacy loans, and if so, whether ther e are any other accounting implications
(i.e. original SOP 03-3 loans).
5. We note your disclosure on page three of your earnings released filed as part of
Exhibit 99.1 about the number and types of modifications you have performed
during the past year.  Please tell us and discuss in future filings how modifications
impact the timing of recording the allowa nce for loan losses.    For example,
discuss whether the largest effect of the loan modification is recorded during the
period of the modification or whether the modification has largely been reserved
for under your normal reserving methodology.    In this regard, we note your disclosure on page 11 that the $500 million reserve build during the quarter was partially attributed to your loan modifica tion programs for residential real estate
portfolios.  Additionally, di scuss how the high level of re-defaults of the loan
modifications performed thus far is factor ed into your allowance for loan losses.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Your re sponse letter should key your responses to our

Richard D. Levy
Wells Fargo & Company February 1, 2010 Page 4

comments, indicate your intent to include th e requested revisions in future filings,
provide a draft of your proposed disclosure s and provide any requested information.
Please file your letter on EDGAR as corre spondence.  Please understand that we may
have additional comments after review ing your responses to our comments.

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 decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclosure  in response to staff 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 Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  You may contact Mike Volley, Staff Accountant, at (202)  551-3437 or me at (202)
551-3494 if you have questions  regarding our comments.
 Sincerely,    Kevin W. Vaughn Accounting Branch Chief