SecProbe.io

Mail Stop 4720

September 2 3, 2016

Via E-mail
Richard  D. Levy
Executive Vice President  and Controller
Wells Fargo  & Company
420 Montgomery  Street
San Francisco,  CA  94163

Re: Wells Fargo  & Company
 Form 10-Q for  the Quarter  Ended June 30, 2016
Filed August 3, 2016
File No. 001 -02979

Dear Mr. Levy :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
informa tion or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments .

Form 10 -Q for the Quarter Ended June 30, 2016

Risk Management – Credit Risk Management, page 22

Purchased Credit -Impaired Loans, page 23

1. We note your disclosure  that the carrying value of PCI loans at June 30, 2016, which
included $1.0 billion from the GE Capital acquisitions, totaled $19.3 billion, compared
with $20.0 billion at December 31, 2015.  These balances compar e to an accret able
difference  of $15.7 billion and $16.3 billion as of June 30, 2016 and December 31, 2015,
respectively.  Please respond to the following:

 Tell us why the accretabl e difference relative to the carrying value of PCI loans
continues to increase each period.  For example , it appears from disclosures in your

Richard D. Levy
Wells Fargo & Company
September 2 3, 2016
Page 2

 prior year filings that the accretable difference relative to the carrying value of PCI
loans has increased  from 73% at December 31, 2013, to 76% at December  31, 2014,
to 82% at December 31, 2015, and to 89% at June 30, 2016.

 In regards to the PCI portion of the Pick -a-Pay portfolio discussed  in more detail on
page 30, please tell us why the weighted average life has not decreased significantly
from prior periods.  For example, the weighted average life was 12.7 years at
December 31, 2013, decreased to 11.7 years as of December 31, 2014, and has
remained fairly consistent with that level through  June 30, 2016 when the weighted
average life was 11.5 years.

 Tell us in more detail the factors dri ving the $2.7 b illion reduction (representing  13%)
in the PCI portion of the Pick -a-Pay portfolio carrying value during the second
quarter of 2016.   As part of your response, please tell us how this reduction in
carrying value was factored into your analysis to not change the accretable yield
during the sec ond quarter of 2016.

 Tell us the process you perform to evaluate the weighted average life and accretable
yield for this portfolio.  As part of your response, describe ho w frequently this
process is performed, and describe any internal  controls over the process.

 Explain how the significant improvements in the credit quality of the borrowers (as
evidenced by higher FICO scores) and significant ly lower LTVs for the Pick -a-Pay
portfolio are factored into your analysis to evaluate the weighted average life  and
accretable yield for this portfolio .

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 responding to our comments, please provide a written statement from the co mpany
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 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 federal securities laws of the United States.

Richard D. Levy
Wells Fargo & Company
September 2 3, 2016
Page 3

You may contact  Michael Henderson, Staff Accountant  at (202) 551 -3364 or me at (202)
551-3512 with any questions.

Sincerely,

 /s/ Stephanie L. Sullivan

Stephanie L. Sullivan
Senior Assistant Chief Accountant
Office of Financial Services