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July 2, 2009

VIA EDGAR AND HAND-DELIVERY

Justin T. Dobbie, Attorney-Adviser

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4720

Washington, D.C. 20549

    Re:

    Wells Fargo & Company

Form 10-K for Fiscal Year Ended December 31, 2008

and Documents Incorporated by Reference

Form 8-K filed April 22, 2009

Form 10-Q for Fiscal Quarter Ended March 31, 2009

File No. 001-02979

Dear Mr. Dobbie:

In response to the comments by the Commission’s staff (“Staff”) contained in your letter dated June
22, 2009, to Wells Fargo & Company (“Wells Fargo” or the “Company”), we submit the following
information. The Staff’s comments, indicated in bold, are followed by Wells Fargo’s responses.

Form 10-K for Fiscal Year Ended December 31, 2008

Critical Accounting Policies

Pension Accounting, page 45 of Annual Report to Shareholders

    1.

    On page 46, you disclose the difference between your expected rate of return and actual rate
of return on plan assets will increase your 2009 pension expense by $600 million due to higher
actuarial loss amortization combined with a lower rate of return component of pension expense.
On page 150, you disclose that the net actuarial loss for the defined benefit pension plans
that will be amortized from accumulated other comprehensive income into net periodic benefit
cost in 2009 is $430 million. Please tell us and consider revising future filings to explain
why the two numbers above are different. Also, please clarify what you mean when you refer to
a lower rate of return component of pension expense since you disclose that your expected rate
of return for 2009 is 8.75% which is the same as 2008 and 2007.

Justin T. Dobbie

July 2, 2009

Page 2

Wells Fargo response:

Our Cash Balance Plans and certain of our non-qualified defined benefit plans were frozen effective
June 30, 2009. As disclosed in our first quarter Form 10-Q, these plan freezes will reduce our 2009
pension expense from the amount originally expected, therefore, the full $600 million increase in
pension expense in 2009 is no longer expected as the amortization of actuarial losses will decrease
due to the plan freezes and the related plan re-measurement.

In response to the Staff’s comment, our disclosure on page 46 of the 2008 Annual Report states that
our actual rate of return for 2008 was negative and was therefore significantly less than our
expected rate of return of 8.75%. This negative return was expected to increase 2009 pension
expense by approximately $600 million, consisting of $430 million due to higher actuarial loss
amortization, and $168 million due to a lower amount of plan assets.

Although our 8.75% expected rate of return did not change between 2008 and 2007, the negative
return actually experienced in 2008 reduced the amount of our Cash Balance Plan assets by
approximately $1.8 billion. The balance of plan assets is multiplied by our expected rate of return
of 8.75% to determine the expected return on plan assets component of pension expense for the
following year. For 2008, our expected return on plan assets component of pension expense was
$(478) million for qualified plans, as disclosed on page 151, of which $(471) million related to
our Cash Balance Plan. For 2009 pension expense, the expected return on plan assets component is
$(303) million for our Cash Balance Plan. The $168 million decline in the expected return on plan
assets component ($471 million less $303 million) increases 2009 pension expense, mostly due to a
lower plan asset balance caused by the negative return on plan assets in 2008. We are referring to
this portion of the $600 million change when we refer to the lower rate of return component of
pension expense.

In future Form 10-K filings, we will clarify our disclosures accordingly.

    2.

    Please revise future filings to provide additional information on how you determine your
expected long-term rate of return on plan assets. For example, discuss the extent to which
your determination is based on quantified calculations versus qualitative factors, discuss the
extent you use historical returns, disclose the number of years of returns you consider,
explain why you believe that number of years is appropriate, disclose if you have changed the
number of years included in your analysis, discuss how sensitive your determination is to more
recent experience and expectations of future returns, etc.

Wells Fargo response:

In future Form 10-K filings, we will provide additional information on how we determine our
expected long-term rate of return on plan assets, including the items noted in the Staff’s comment,
similar to the following:

    Our determination of the reasonableness of our expected long-term rate of return on
plan assets is highly quantitative by nature. We evaluate the current asset
allocations and expected returns under two sets of conditions: projected returns

Justin T. Dobbie

July 2, 2009

Page 3

    using several forward-looking capital market assumptions, and historical returns for
the main asset classes dating back to 1970, the earliest period for which historical
data was readily available as of a common time frame for the asset classes included.
Using data as of 1970 allows us to capture multiple economic environments, which we
believe is relevant when using historical returns. We place greater emphasis on the
average of the forward-looking return and risk assumptions over historical results.
We use the resulting projections to derive a base line expected rate of return and
risk level for the Cash Balance Plan’s prescribed asset mix. We then adjust the
baseline projected returns for items not already captured, including the anticipated
return differential from active over passive investment management and the estimated
impact of an asset allocation methodology that allows for established deviations
from the specified target allocations when a compelling opportunity exists.

    We also evaluate the portfolio based on: (1) the established target asset
allocations over short term (one-year) and longer term (ten-year) investment
horizons, and (2) the range of potential outcomes over these horizons within
specific standard deviations. We perform the above analyses to assess the
reasonableness of our expected long-term rate of return on plan assets. We consider
the expected rate of return to be a long-term average view of expected returns and
do not anticipate changing this assumption annually unless there are significant
long-term changes in economic conditions or in portfolio composition.

    3.

    Please revise future filings to provide more specific details regarding the information on
which you relied to decrease the discount rate in 2008. For example, specifically discuss the
information you reviewed which showed increased interest rates/yield curves in 2008 since high
quality bond interest rates/yield curves decreased during 2008.

Wells Fargo response:

We will revise future Form 10-K filings to provide more specific details regarding the information
on which we rely to determine our discount rate, similar to the following:

    We use a consistent methodology to determine the discount rate that is based on an
established yield curve methodology developed by our outside actuarial firm. This
methodology incorporates a broad group of top quartile Aa or higher rated bonds
consisting of approximately 100-150 bonds. The discount rate is determined by
matching this yield curve with the timing and amounts of the expected benefit
payments for our plans. The discount rate of 6.75% as of December 31, 2008,
increased from the discount rate of 6.25% at November 30, 2007, due to increased
yields on the bonds comprising the yield curve.

In response to the Staff’s comment that high quality bond interest rate/yield curves decreased
during 2008, our yield curve increased 52 basis points at December 31, 2008, compared with November
30, 2007. The rate based on the yield curve methodology on November 30, 2007, was

Justin T. Dobbie

July 2, 2009

Page 4

6.39%, which we rounded to 6.25%. For December 31, 2008, the rate based on the yield curve
methodology was 6.91%, which we rounded to 6.75%.

Although yield curve rates traditionally move in the same direction, 2008 was an extremely volatile
year in regards to interest rate movement, which resulted in larger, non-traditional differences in
bond spreads. This volatility resulted in differences in the directional movement of interest rates
as determined by different yield curves or indices, depending on the quality and amount of bonds
included in the different yield curves and indices.

Guarantees and Certain Contingent Arrangements

Prudential Joint Venture, page 57 of Annual Report to Shareholders

    4.

    We have the following comments related to the accounting for the noncontrolling interest in
WSFH:

    a.

    Please tell us how you measured the noncontrolling interest in WSFH in your
purchase accounting. Please provide all pertinent facts and circumstances that impacted
your accounting determinations and identify the supporting accounting guidance.

    b.

    Please tell us and revise future filings to disclose the date that Prudential
announced its intention to exercise the lookback put option. If the date was prior to
your acquisition of Wachovia, please tell us how you considered the appropriate
measurement and presentation related to this event in your purchase accounting.

Wells Fargo response:

We measured the noncontrolling interest in WSFH at its carryover basis at December 31, 2008 (i.e.
based on the historical carrying amounts of the net assets of WSFH at the merger date and the
applicable percentage of ownership held by the noncontrolling interest).

The carrying amount of the noncontrolling interest was not affected by changes in the fair value of
the embedded options that permit redemption of the noncontrolling interest by Prudential Financial,
Inc. (Prudential), as the noncontrolling interest, or Wachovia, as the controlling interest. This
is because the embedded options were not subject to bifurcation under FASB Statement (FAS) No. 133,
Accounting for Derivative Instruments and Hedging Activities.

On December 4, 2008, Prudential publicly announced its intention to exercise its put option at the
end of the lookback period (January 1, 2010). Prudential’s announcement of its intentions to
exercise was made prior to our December 31, 2008, acquisition of Wachovia, which occurred prior to
the effective date of FAS 160, Noncontrolling Interests. At that time, the lookback put option was
determined to be within the scope of FAS 133 and was not subject to bifurcation under applicable
accounting guidance at the merger date. Therefore, our accounting for the noncontrolling interest
liability was not affected by changes in the fair value of the underlying

Justin T. Dobbie

July 2, 2009

Page 5

put option, or the intention or probability of exercise of the put option held by Prudential. As a
result, the measurement and presentation of the noncontrolling interest in WSFH in purchase
accounting was based on the historical carrying amounts of the net assets at the merger date.

In future filings, we will disclose the date that Prudential announced its intention to exercise
the lookback put option.

Risk Management

Credit Risk Management Process, page 59 of Annual Report to Shareholders

    5.

    You disclose that you use appraisals or automated valuation models to support property values
during your underwriting process. Please revise future filings to provide additional
information regarding automated valuation models. For example, please describe how automated
valuation models work, explain the key advantages and risks related to automated valuation
models as compared to appraisals, and provide an estimate of the extent to which you use
automated valuation models as compared to appraisals.

Wells Fargo response:

In future filings, we will include the following:

    Automated valuation models (AVMs) are computer-based tools used to estimate the
market value of homes. AVMs are a lower-cost alternative to appraisals and support
valuations of large numbers of properties in a short period of time. AVMs estimate
property values based on processing large volumes of market data including market
comparables and price trends for local market areas. The primary risk associated
with the use of AVMs is that the value of an individual property may vary
significantly from the average for the market area. We have processes to
periodically validate AVMs and specific risk management guidelines addressing the
circumstances when AVMs can be used. AVMs are used only for properties with a loan
amount under $250,000.

Table 15: Home Equity Portfolios, page 60 of Annual Report to Shareholders

6. Please revise future filings to disclose how you determined the loss rate for 2008.

Wells Fargo response:

The loss rate for 2008 was determined by dividing full-year net losses by average balances. As
noted in Table 15 and corresponding footnotes, we disclosed loss rates for standalone Wells Fargo
to provide comparability for 2007 results and for the combined Wells Fargo/Wachovia portfolio to
provide context in light of the year-end acquisition.

In future filings, we will include this information, as applicable.

Justin T. Dobbie

July 2, 2009

Page 6

Table 16: Pick-a-Pay Portfolio, page 62 of Annual Report to Shareholders

    7.

    Please revise future filings to disclose how you determine collateral values for your current
LTV ratio as disclosed in footnote 2.

Wells Fargo response:

In future filings, we will revise the footnote to the table, as follows:

    The current LTV ratio is calculated as the outstanding loan balance plus the
outstanding balance of any equity lines of credit that share common collateral
divided by the collateral value. Collateral values are determined using an automated
valuation model (AVM) and are updated quarterly. See page [     ] for a description of
the AVM approach.

Note 1: Summary of Significant Accounting Policies

Nonmarketable Equity Securities, page 94 of Annual Report to Shareholders

    8.

    Please revise future filings to disclose the criteria you use to determine whether a
nonmarketable equity security falls within the scope of the AICPA Investment Company Audit
Guide.

Wells Fargo response:

In future Form 10-K filings, we will clarify our disclosure with respect to application of the
AICPA Investment Company Audit Guide as follows (underlining denotes changes from current
disclosure):

    Nonmarketable equity securities held by investment company subsidiaries that
fall within the scope of the AICPA Investment Company Audit Guide are carried at
fair value (referred to as principal investments). An investment company is a
separate legal entity that pools shareholders’ funds and has a business purpose of
investing in multiple substantive investments for current income, capital
appreciation or both, with investment plans that include exit strategies.

Note 2: Business Combinations, page 100 of Annual Report to Shareholders

    9.

    Please revise future filings to disclose the amount of goodwill that is expected to be
deductible for tax purposes. Refer to paragraph 52(c)(1) of SFAS 141.

Wells Fargo response:

In accordance with paragraph 52 of FAS 141, we disclosed the Wachovia acquisition on December 31,
2008, as a material business combination. This acquisition was nontaxable and, as a result, there
is no tax basis in goodwill. Accordingly, none of the goodwill associated with the Wachovia
acquisition is deductible for tax purposes.

Justin T. Dobbie

July 2, 2009

Page 7

We will revise future filings accordingly.

Note 5: Securities Available for Sale, page 104 of Annual Report to Shareholders

    10.

    Due to the unfavorable trend and significant amount of unrealized losses o