SecProbe.io

December 13, 2011
 Via E-mail

Richard D. Levy Executive Vice President and Controller Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163
Re: Wells Fargo & Company
 Forms 10-Q for Fiscal Quarters Ended
June 30, 2011 and September 30, 2011 Filed August 5, 2011 and November 8, 2011 File No. 001-02979

Dear Mr. Levy:
 We have reviewed your filings 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 amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures th at clearly identifie s new or revised disclosures.   If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.    General

1. We have become aware through various news reports that you may have accessed various
Federal Reserve and Federal Deposit Insura nce Corporation sponsored funding programs
during 2008 and 2009, including the Te rm Auction Facility (TAF), the Commercial Paper
Funding Facility (CPFF), the Temporary Li quidity Guarantee Program (TLGP), the
Primary Dealer Credit Facility (PDCF) a nd the Term Securities Lending Facility
(TSLF).  We note from your disclosures during these periods that you appear to disclose
the participation in the TLGP , along with the amounts of borrowing outstanding as of the
balance sheet dates for this  program, but you do not appe ar to have provided any
discussion about certain other pr ograms that were in existenc e at this time, such as the

Richard D. Levy Wells Fargo & Company December 13, 2011 Page 2

 TAF, CPFF, PDCF and TSLF.  To the extent  that you had borrowings under any of these
programs during those periods, please tell us  how you concluded that quantitative and
qualitative disclosure about your participation in these programs was not required.
Additionally, please provide your analysis as to whether you believe that any
participation in these programs constituted a form of federal financial assistance, such that additional disclosure may have been requ ired as to the effects of this assistance on
your financial condition and results of ope rations pursuant to the guidance in FRC
501.06.c.  Effects of Federal Financia l Assistance Upon Operations.
 Form 10-Q for Fiscal Quarter Ended June 30, 2011

 Risk Factors, page 57

 Effective liquidity management, which ensures that we can meet…, page 58

 2. In future filings, please expand your risk factor  disclosure to explain any adverse impact
that recent downgrades of your credit rati ngs have had on your ability to access the
capital markets and funding costs.  Please also disclose what credit agencies have issued
downgrades or a negative watc h to you.  Furthermore, please disclose the additional
collateral or other obligations that have been  required as a result of the downgrades and
that may be required as a result of add itional one and two notch downgrades in your
credit ratings.  We note that some of this information is contained in note 12 to the
financial statements in your Form 10-Q filed on November 8, 2011 and believe this
information should be included in the risk factor  discussion as it will as sist an investor in
understanding the risk and potential consequences.
 Form 10-Q for Fiscal Quarter Ended September 30, 2011

Risk Management – Credit Risk Management, page 20

Table 25:  Analysis of Changes in TDRs, page 40

3. We note your TDR rollforward and the lin e items “Inflows” and “Outflows.”
Please tell us and revise future filings to di sclose a description of each line item.  In your
response, state whether “Outflows” include the removal of a TDR with an outstanding
balance from TDR designation.
 Note 1:  Summary of Significan t Accounting Policies, page 67

4. We note your disclosure on page 68 regarding the private forward repurchase contract.
Please respond to the following:
 tell us the business reasons for ente ring into this type of contract;

Richard D. Levy Wells Fargo & Company December 13, 2011 Page 3

  provide your accounting analysis under ASC 815-40 supporting permanent equity
treatment for this arrangement; and

 provide a sample calculation as  to how the terms of the forward repurchase contract
operates upon settlement.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filing incl udes the information that the Securities Exchange
Act of 1934 and all applicable Exchange Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Lindsay McCord at (202)  551-3417 or Stephanie Hunsaker, Senior
Assistant Chief Accountant, at  (202) 551-3512 if you have questi ons regarding comments on the
financial statements and related matters.  Pl ease contact Celia Soe hner at (202) 551-3463 or
Michael Seaman, Special Counsel, at ( 202) 551-3366 with any other questions.

Sincerely,
   /s/ Michael Seaman for
Stephanie Hunsaker Senior Assistant Chief Accountant