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SEC Company Response from WELLS FARGO & (WFC) — Nov 21, 2008

WELLS FARGO & COMPANY/MN (WFC, WFCNP, WFC-PA, WFC-PC, WFC-PD, WFC-PL, WFC-PY, WFC-PZ) (CIK 0000072971)
Date: Nov. 21, 2008 · CIK: 0000072971 · Accession: 0000898822-08-001179

Regulatory Compliance Offering / Registration Process Financial Reporting

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File numbers found in text: 333-154789

Date
November 21, 2008
Author
Richard D. Levy
Form
CORRESP
Company
WELLS FARGO & COMPANY/MN (WFC, WFCNP, WFC-PA, WFC-PC, WFC-PD, WFC-PL, WFC-PY, WFC-PZ) (CIK 0000072971)

Letter

VIA EDGAR AND E-MAIL Division of Corporation Finance Securities and Exchange Commission Wells Fargo & Company Amendment No. 2 to Registration Statement on Form S-4 Filed November 21, 2008 and Documents Incorporated by Reference File No. 333-154789

Dear Mr. McNair:

Wells Fargo & Company (the “Registrant”) hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-4, as amended, be accelerated to 10:00 a.m. on November 21, 2008, or as soon thereafter as practicable.

In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

· Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

· The action of the Commission or staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

· The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Lawrence S. Makow of Wachtell, Lipton, Rosen & Katz at (212) 403-1372 with any questions you may have concerning this request. In addition, please notify Mr. Makow when this request for acceleration has been granted.

Wells Fargo & Company

By: /s/ Richard D. Levy

Richard D. Levy

Executive Vice President and

Controller

Show Raw Text
CORRESP
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filename1.htm

   accelerationrequest.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Wells Fargo & Company

420 Montgomery Street

San Francisco, California 94163

VIA EDGAR AND E-MAIL

Matt McNair

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4561

Washington, D.C. 20549

     Re:

     Wells Fargo & Company Amendment No. 2 to Registration Statement

     on Form S-4 Filed November 21, 2008 and Documents Incorporated

     by Reference

     File No. 333-154789

Dear Mr. McNair:

               Wells Fargo & Company (the “Registrant”) hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-4, as amended, be accelerated to 10:00 a.m. on November 21, 2008, or as soon thereafter as practicable.

               In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

     ·
     Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

     ·
     The action of the Commission or staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

     ·
     The Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

               Please contact Lawrence S. Makow of Wachtell, Lipton, Rosen & Katz at (212) 403-1372 with any questions you may have concerning this request. In addition, please notify Mr. Makow when this request for acceleration has been granted.

                                                                                    Wells Fargo & Company

                                                                                By: /s/ Richard D. Levy

                                                                                           Richard D. Levy

                                                                                           Executive Vice President and

                                                                                           Controller

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