SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE

 June 24, 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   Form 10-Q for Fiscal Quarter Ended March 31, 2010
Filed February 26, 2010 File No. 001-02979
 Dear Mr. Levy:

We have reviewed your letter filed on May 11, 2010 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments appl y to your facts and circumst ances please tell us why in
your response.

Your response letter should indicate your intent to incl ude the requested revisions
in future filings and provide a draft of your  proposed disclosures.  After reviewing the
information you provide in response to th ese comments, we may have additional
comments.

Richard D. Levy
Wells Fargo & Company
June 24, 2010 Page 2

December 31, 2009 Form 10-K

Balance Sheet Analysis - Loan Portfolio, page 48

1. We note your response to comment 2 in your letter dated May 11, 2010.  For PCI
loans accounted for on a pooled basis, please revise future filings to more clearly
disclose your policy for determining th e specific carryi ng amount of loans
removed from the pool.  Please ensure your disclosure discusses the effect on the
accretable and non-accretable yield separately  for loans paid in full versus loans
satisfied at less than the contractual amount.

2. Please revise future filings to disclose th e delinquency status of your PCI portfolio
and how you determine the delinquency status.

Risk Management, page 54

3. We note your response and revised disclosu re to comments 3 a nd 4 in your letter
dated May 11, 2010.  Please revise your disclo sure in future filings to clarify the
extent to which you charge-off the amount of principal that is forgiven.  If there
are situations where principal is forgiv en and the amount is not charged-off,
please discuss the key factor s that support this action.

Note 19: Employee Benefits and Other Expenses, page 167

4. We note your response to comment 17 in your letter dated May 11, 2010.  Please
revise future filings to more transparently disclose where the decrease to the pension benefit obligation from you r curtailment is presented.

March 31, 2010 Form 10-Q

Troubled Debt Restructur ings (TDRs), page 36

5. Please address the following regarding  your  disclosure that you charged-off $145
million in loan principal in the first quar ter of 2010 due to newly issued regulatory
guidance which required you to charge-off certain collateral-dependent residential
real estate loans that were modified.
 a. The newly issued guidance indicates that loans should be considered
collateral-dependent if they lack evid ence of sustained repayment capacity.
Please tell us whether you considered the charged-off loans collateral-dependent at the date of modification or subsequent to modification.  Also, tell

Richard D. Levy
Wells Fargo & Company
June 24, 2010 Page 3

us if you considered these loans collater al-dependent prior to  the issuance of
the new guidance.  If you considered th e loans collateral-dependent at the date
of modification, please tell us how the loans qualified for modification.

b. Please tell us and disclose how you dete rmine that a loan lacks evidence of
sustained repayment capacity.
 c. You disclose that the costs related to these charge-offs had previously been reserved.  Please tell us if you revised your impairment measurement for these
loans based on the new guidance.  If s o, please tell us how all the costs were
previously reserved for.  If not, pleas e tell us how you measured impairment
prior to the modification date and subs equent to modifica tion and explain why
there was no difference.  It appears th at the new guidance precludes including
any estimated payments from borrowers in measuring impairment.  However, prior to this guidance it appears that  the loans would not be considered
collateral-dependent and therefore, your previous method of measuring impairment would have included some amount of estimated payments from borrowers.

d. Please tell us how the modification affected  the accrual status for these loans.
Tell us whether any of the modified loan s were accruing income at the date of
charge-off.  If so, please tell us how  you determined that accrual of income
was appropriate considering the loans l acked evidence of sustained repayment
capacity.

e. Please revise your future filings to more clearly disclose how the new
guidance impacted your loan policies (charge-off, measurement of
impairment, accrual status, etc.).

Note 7. Securitizations and Variab le Interest Entities, page 77

6. We note your disclosure on page 84 re lated to commercial mortgage loan
securitizations and collat eralized debt obligations where you discuss your
activities prior to 2008.  Please revise your di sclosure in future filings to clearly
differentiate how your activ ities changed subsequent to 2007 and why this is
relevant.

7. We note per your disclosure in footnote  5 on page 83 that the adoption of FAS
166/167 (ASC 860-10 and 810-10) did not ch ange your prior conclusions that
student loan SPEs should not be consolid ated. Please provide us your accounting
analysis supporting why you do not believe that you have the combination of a) rights to receive benefits or  obligations to absorb losse s that could be potentially
significant to these entities and b) the powers to direct  the activities that most

Richard D. Levy
Wells Fargo & Company June 24, 2010 Page 4

significantly impact the economic perfor mance of these entities that would
together provide a controlling financial intere st in these entities for the assets not
consolidated.  As part of your res ponse, please discuss the following:

a. The types of student loans (FFELP lo ans , non-FFELP loans, or combination
of collateral types) in the SPEs;

b. Whether you typically securi tize all of the st udent loans you or iginate, and if
not, how and when you determine which of  the student loans to securitize;

c. Information on how the trusts were set- up and whether they are all structured
the same way; and
d. How the trusts are ultimately liquidated.

Note 14: Guarantees and Legal Actions, page 141

8. We note your response to prior comment 14 in your letter dated May 11, 2010 and
the new disclosure you included in the Ou tlook section of Note 10- Guarantees
and Legal Action to your March 31, 2010 Fo rm 10-Q.  We also note page 146 of
your Form 10-K where you included a sim ilar Outlook section in your Guarantees
and Legal Action footnote that included a statement that indicated that the
Company believes that the eventual ou tcome of actions against the Company
and/or its subsidiaries, in cluding the matters that were  discussed in the Note,
would not, individually or in the aggregate, have a material adverse effect on the
Company’s consolidated financial position or results of operations.  Please tell us why did you not include a similar conclusion statement in your disclosure to Note
10 of your March 31, 2010 Form 10-Q.  To the extent your conclusions have not
changed, please expand your disclosure in  future filings to provide similar
disclosure about the Company’s belief w ith respect to the materiality of the
actions against it.  Furthermore, please revi se the disclosure to simply refer to the
materiality to the  “consolidated financ ial statements” as opposed to only listing
certain of the Company’s conso lidated financial statements.

You may contact Michael Volley, Staff A ccountant, at (202) 551-3437 or me at
(202) 551-3494 if you have questio ns regarding our comments.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief