SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

 April 30, 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 10-K for Fiscal Year Ended December 31, 2009   Filed February 26, 2010
File No. 001-02979
 Dear Mr. Levy:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments in
future filings.  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 your respons e, please indicate your intent to include the requested
revision in future filings and pr ovide a draft of your proposed di sclosures.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this inform ation, 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.

General

1. Please revise future filings to provide more detailed information about the types of collateral securing your co mmercial loan portfolio.

Richard D. Levy
Wells Fargo & Company
April 30, 2010 Page 2

Balance Sheet Analysis

Loan Portfolio, page 48

2. In the note 1 to Table 12, you disclose that Pick-a-Pay and other consumer PCI
loans do not reflect nonaccretable differen ce releases for payments in full due to
accounting for those loans on a pooled basis.   You also disclose on page 75 that
receipt of payments in full result in removal of the loan from the PCI loan portfolio at carrying amount.  Please tell us in detail wh at you mean here and why
you do not believe a payment in full should result in a decrease in nonaccretable
difference.  Please explain how you mainta in the yield recognized on the pool if
you do not reduce the nonaccretable differe nce.  We note the guidance in ASC
310-30-40-1 and the non-authoritative guida nce in the AICPA Technical Practice
Aid Section 2130.  Also, tell us why you believe other consumer PCI loans
nonaccretable difference should be released for sales to third parties as disclosed
in note 2 to the table but not for payments in full.

Risk Management, page 54

3. Given your disclosure of th e significant increase in tr oubled debt restructurings
(TDR) and modifications during 2009 and the fact that 75% of restructured
consumer loans are still accruing, please re vise future filings to clearly and
comprehensively discuss your nonaccrual polic ies for restructured loans.  In your
response and revised disclosure please cl arify if you have different policies for
different loan types (CRE versus consumer).

a. Disclose how you determine if the bo rrower has demonstrated performance
under the previous terms and has shown the capacity to continue to perform
under the restructured terms.
 b. For TDR’s that accrue interest at the time the loan is restructured, tell us and
disclose whether you generally charge-off a portion of the loan.  If you do, please tell us how you consider this f act in determining whether the loan
should accrue interest.  If you continue to  accrue interest, tell us in detail and
disclose how you concluded that repa yment of interest and principal
contractually due on the entire debt is reasonably assured.

c. Tell us in detail and revise to di sclose if you revised any of your TDR
accounting policies based on the guidance included in the Policy Statement on

Richard D. Levy
Wells Fargo & Company
April 30, 2010 Page 3

Prudent Commercial Real Estate Loan  Workouts released on October 30,
2009 and adopted by each financial regulator.

4. Please revise future filings to clearly di sclose the total amount of TDR’s  at each
period end by loan type, accrual status, th e amount that is considered impaired,
the amount charged-off during the period and any valuation allowance at period
end.

5. To the extent you track the information, pl ease revise future filings to quantify
your TDR’s by type of concession (reduction in interest rate, payment extensions,
forgiveness of principal, etc) and disc lose your success/redefault rates for each
type of concession.

6. Please tell us and revise future filings to disclose whether you have performed any
commercial real estate (CRE) or other t ype of loan workouts whereby an existing
loan was restructured into multiple new loans (i.e., A Note/B Note structure).  To the extent that you have performed thes e types of workouts, please provide us
with the following information and revise  your future filings to disclose the
following:

a. Quantify the amount of loans that have been restructured using this type of
workout strategy in each period presented.
 b. Discuss the benefits of this workout strategy, including the impact on interest
income and credit classification.

c. Discuss the general te rms of the new loans and how the A note and B note
differ, particularly whether the A note is  underwritten in ac cordance with your
customary underwriting standards an d at current market rates.

d. Clarify whether the B note is imme diately charged-off upon restructuring.
 e. Describe your nonaccrual  policies at the time of modification and subsequent
to the modification.  Specifically di sclose whether you consider the total
amount contractually due in your nonaccrual evaluation and how you consider the borrower’s payment performan ce prior to the modification.
 f. Confirm that the A note is classified  as a troubled debt  restructuring and
explain your policy for removing such lo ans from troubled debt restructuring
classification.

Richard D. Levy
Wells Fargo & Company
April 30, 2010 Page 4

7. Please tell us and revise your future f ilings to address the following regarding
your construction or commercial loans:

a. Tell us whether you have noticed an incr ease in construction or commercial
loans that have been extended at matu rity for which you have not considered
the loan to be impaired due to the existe nce of guarantees.  If  so, tell us about
the types of extensions made, whether lo an terms are being adjusted from the
original terms, and whether you consider these types of loans as collateral-
dependent.
b. Disclose in detail how you evaluate  the financial wherewithal of the
guarantor.  Address the t ype of financial information reviewed, how current
and objective the information reviewed  is, and how often the review is
performed.
c. Disclose how you evaluate the guaranto r’s reputation and willingness to work
with you and how this affects any allo wance for loan loss recorded and the
timing of charging-off the loan.
d. Disclose how the guarantor’s reputation impacts your ability to seek performance under the guarantee.
e. Disclose how many times you have s ought performance under a guarantee and
discuss the extent of the successes.
f. When the impaired loan is carried at a value in excess of the appraised value
due to the guarantee from the borrower, disclose in detail how you evaluate and determine the realizab le value of the borrower guarantee. Specifically
discuss the extent of your willi ngness to enforce the guarantee.

Pick-A-Pay Portfolio, page 57

8. You state on page 57 that in addition to Pick-a-Pay option payment loans and
loans that no longer offer the option payment feature due to modification, the
portfolio also includes certain loans th at were originated without the option
payment feature.  Please tell us and revise future filings to disclose why loans that
were originated without the option paym ent feature are incl uded in your Pick-a-
pay disclosures.  Specifically describe the loan characteristics which resulted in you classifying them as Pick-a-Pay loans.

9. You state in Note 2 to Table 23 on page  56 and again on page 57 that “Equity
lines of credit and closed-e nd second liens associated w ith Pick-a-Pay loans are
reported in the Home Equity core por tfolio.”  Tell us why you report such

Richard D. Levy
Wells Fargo & Company
April 30, 2010 Page 5

amounts in the core portfolio in Table 19 and not in the Liquidating Portfolio in
Table 23.  Similarly, tell us why such  amounts are not reflected in the Non-
Strategic and Liquidating consumer portf olio where the Pick-a-Pay loans are
reported as reflected in  Table 19 on page 54.

Table 25: Nonaccrual Loans and Other Nonperforming Assets, page 60

10. Please revise future filings to disclose the total amount of nonaccrual mortgages
held for sale and loans held for sale as of each period end presented.

Reserve for Mortgage Loan Repurchase Losses, page 66

11. Please revise your future filings to provi de the disclosures required by paragraphs
3-5 of ASC 450-20-50 as it relates to your representations and warranties
exposure.  In particular, to the extent that it is at least reasona bly possible that an
exposure to loss exists in excess of amount s accrued, please revise to disclose an
estimate of the possible loss or  range of loss or a statement that such an estimate
cannot be made.  Furthermore, we remind you of the requirement in Item 303 of Regulation S-K to discuss any known tr ends or uncertainties that you may
reasonably expect to have a material favorable or unfavorable impact on your
income from operations, liquidity and capit al resources. In this regard, please
revise your MD&A in future filings to  more thoroughly discuss the risks and
uncertainties associated with developing your estimated liability for representations and warranties, particular ly in situations where you have limited
experience dealing with certain counterparties.
Fair Valuation of Financial Instruments, page 76

12. You disclose on page 77 that for certain securities you may use internal traders to
obtain quoted prices.  Please tell us in detail and revise future f ilings to clarify if
these quoted prices are ultimately from inde pendent third parties.  If they are not,
please explain why this information is rele vant and the level in the hierarchy in
which the securities are presented.

Note 1: Summary of Significant Accounting Policies
 Securities Purchased and Sold Agreements, page 102

13. You disclose that securities purchased unde r resale agreements and securities sold
under repurchase agreements  are “generally” accounted for as collateralized

Richard D. Levy
Wells Fargo & Company
April 30, 2010 Page 6

financing activities.  In your respons e letter dated April 2, 2010, you indicated
that all such activities are accounted for as collateralized financing activities. In
future filings, please revise your di sclosure to clearly confirm that all of your
securities sold under repurchase agreements are accounted for as collateralized
financing transactions.
Note 14: Guarantees and Legal Actions, page 141

14. We note your disclosures beginning on pa ge 142 regarding the various litigation
matters to which the Company is exposed.  We also note that in the majority of
these situations you have not disclosed either:

a. the possible loss or range of loss; or
b. a statement that an estimate of the loss cannot be made.

In this regard we do not believe that general disclosure indicating that the
eventual outcome of the actions against the Company will not have a material adverse effect on your financial position or results of operations or that in the
event of unexpected future developments, it  is possible that th e ultimate resolution
of those matters, if unfavorable, may be  material to your re sults of operations
satisfies the criteria in ASC 450 (formerly SFAS 5).  ASC 450 indicates that if an
unfavorable outcome is determined to be reasonably possible but not probable, or
if the amount of loss cannot be reasonably  estimated, accrual is inappropriate, but
disclosure must be made regarding the nature of the contingency and an estimate of the possible loss or range of possible loss or state that such an estimate cannot
be made.  Additionally, we note that in instances where an accrual may have been
recorded when all of the criteria in ASC 450-20-25-2 has been met, you have not
disclosed the amount of the accrual which may be necessary in certain
circumstances for the financial statements not to be misleading, nor has there been
disclosure indicating that th ere is an exposure to loss in excess of the amount
accrued and what the additional loss may be for each particular litigation matter.
Please revise your future filings, beginning with your March 31, 2010 Form 10-Q, to disclose all of information require d by paragraphs 3-5 of ASC 450-20-50.

15. We note your disclosure on page 66 th at under your representations and
warranties you may be required to repur chase mortgage loans with identified
defects and indemnify or reimburse the investor for credit losses incurred on
loans.  Please tell us whether you ar e aware of any pending or threatened
litigation initiated by investors or purch asers of mortgage-backed securities,
including but not limited to claims a lleging breaches of representations and
warranties on the underlying loan sales.  If  so, revise your disclosure in future

Richard D. Levy
Wells Fargo & Company
April 30, 2010 Page 7

filings to provide the disclosures requir ed by ASC 450-20-50 as it relates to this
loss contingency and advise us as to any amounts accrued.

Note 16: Fair Values of Assets and Liabilities

 Trading Assets (Excluding Derivatives) a nd Securities Available for Sale, page 152

16. You disclose that CDO’s may be valued using the prices of  pending third party
transactions.  Please tell us what procedures you use to determine if pending
transactions actually occur at the prices you use to va lue your securities and the
actions you take if pending transactions ar e canceled.  If a significant amount of
securities are valued using pending transa ctions, please disclose this fact and
amount in future filings.
 Note 19: Employee Benefits and Other Expenses, page 167

17. You disclose that freezing and merging your qualified benefit plans decreased the
pension obligations by approximately $945 million during 2009.  Please tell us
where this decrease is presented in your change in projected benefit obligation roll
forward on page 168 and tell us why you did not separately disclose the affect of
the curtailment in this disclosure considering the guidance in ASC 715-20-50-1.a.10.  Please revise your future filings accordingly.    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
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.

Richard D. Levy
Wells Fargo & Company April 30, 2010 Page 8

In connection with respond