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September 14, 2009

VIA EDGAR AND FACSIMILE

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

Forms 10-Q for Fiscal Quarters Ended March 31, 2009 and

June 30, 2009

File No. 001-02979

Dear Mr. Dobbie:

In response to the comments by the Commission’s staff (“Staff”) contained in your letter dated
September 1, 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

Guarantees and Certain Contingent Arrangements

Prudential Joint Venture, page 57 of Annual Report to Shareholders

    1.

    We note your response to comment 4 in our letter dated June 22, 2009 regarding your
accounting for the noncontrolling interest in WSFH. Please respond to the following:

    a.

    Tell us whether the put option is a fair value put or instead based potentially
on the fair value or some maximum amount. In this regard, we note your disclosure on
page 11 of your June 30, 2009 Form 10-Q that you recorded the noncontrolling interest
at the estimated maximum redemption amount.

Justin T. Dobbie

September 14, 2009

Page 2

Wells Fargo response:

The put option is based on the appraised value of the joint venture, excluding the A.G. Edwards
business, as of January 1, 2008, which we consider to be its fair value. In accordance with the
provisions of the joint venture agreement, the appraised value must be mutually agreed upon by the
parties. Wells Fargo and Prudential are currently establishing the process for appraising the value
of the joint venture. Since the appraised value has not yet been determined or mutually agreed
upon, we have recorded the value of Prudential’s noncontrolling interest in the joint venture at
the estimated maximum redemption amount in accordance with paragraph 15 of EITF Topic D-98.

    b.

    Tell us whether Prudential has the ability to rescind its written notice to
exercise the “lookback” option prior to the closing date that is expected to occur on
or about January 1, 2010.

Wells Fargo response:

Prudential has the unilateral ability to revoke its written notice to exercise the option and
continue to participate as a member of the joint venture.

    c.

    Tell us how you considered the guidance in paragraphs 19A and 40-41 of EITF
Topic D-98 in concluding that the noncontrolling interest should not be recorded as
part of temporary equity at both December 31, 2008 and March 31, 2009.

Wells Fargo response:

We acknowledge that redeemable noncontrolling interests represent temporary equity. We concluded,
in consultation with our external auditors, that our presentation of noncontrolling interests as a
separate category of equity outside of total Wells Fargo stockholders’ equity is consistent with
the principles of Statement of Financial Accounting Standards (SFAS) No. 160, EITF Topic D-98 and
Accounting Series Release (ASR) No. 268. While EITF Topic D-98 and ASR 268 indicate that redeemable
noncontrolling interests should be presented outside of permanent equity, SFAS No. 160 specifically
eliminated “mezzanine” treatment for noncontrolling interests and required the classification of
noncontrolling interests in the equity section. Given the complex interplay of SFAS No. 160, EITF
D-98, and ASR No. 268, and the conflicting principles regarding the classification and presentation
of noncontrolling interests contained in the guidance, we believe our presentation of
noncontrolling interests is consistent with the requirements. We further believe that our balance
sheet presentation, when coupled with the additional detailed disclosures regarding the nature of
our noncontrolling interests, included in the SFAS 160 section of Footnote 1 to our Financial
Statements in our Form 10-Q for the period ended March 31, 2009, represents a meaningful and
transparent disclosure for our shareholders. In addition, the total amount of redeemable
noncontrolling interests included in noncontrolling interests at December 31, 2008, and March 31,
2009, was not considered to be material to total equity or total assets.

Justin T. Dobbie

September 14, 2009

Page 3

    d.

    Tell us how you concluded that upon Prudential’s written notice to you in June
2009 of their intention to exercise the “lookback” option that the noncontrolling
interest should not be recorded as a liability under SFAS 150.

Wells Fargo response:

We concluded that we have a conditional obligation to acquire the noncontrolling interest from
Prudential based on the revocable nature of Prudential’s written notice to exercise the option. As
the obligation is conditional in nature and the noncontrolling interest is not mandatorily
redeemable, the application of paragraph 10 of SFAS No. 150 would not require the put option to be
recorded as a liability until the event occurs, the condition is resolved, or the event becomes
certain to occur.

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

    2.

    In your response to comment 5 in our letter dated June 22, 2009 you state that you use
automated valuation models only for properties with a loan amount under $250,000. In your
response to comment 7, you state that collateral values used in your current LTV ratios are
determined using an automated valuation model. Please revise your proposed disclosure in
comment 7 to clarify how you determine collateral values used in your current LTV ratios for
loans greater than $250,000.

Wells Fargo response:

We utilize automated valuation models (AVMs) in different ways in our credit risk
management process. Our response to comment 5, in our letter dated July 2, 2009, relates to
how we use AVMs to support property values for our underwriting and origination process.
This disclosure was included in our Credit Risk Management Process discussion on page 31 of
our Form 10-Q for the period ended June 30, 2009.

In addition, for our portfolio management and reporting processes, we generally use AVMs for
updating property values for the current reported loan-to-value (LTV) ratio. Our response to
comment 7 relates to the Pick-a-Pay Portfolio table on page 35 of our Form 10-Q for the period
ended June 30, 2009, where we note the use of AVMs to reflect market updates of the mortgage
collateral property values.

In future filings, we will clarify the disclosures as follows (underlining and strikethrough denote
changes from our most recent filing):

Credit Risk Management Process section (previous comment 5)

Generally, AVMs are only used for to support properties property values
on loan originations where the with a loan amount is under $250,000.

Table 16: Pick-a-Pay Portfolio footnote (previous comment 7)

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 generally determined
using

Justin T. Dobbie

September 14, 2009

Page 4

automated valuation models (AVMs) and are updated quarterly. AVMs are computer-based
tools used to estimate market values of homes based on processing large volumes of
market data including market comparables and price trends for local market areas.

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

    3.

    Please revise your proposed disclosure in response to comment 10 in our letter dated June 22,
2009 to quantify the amount of unrealized loss and fair value included in the investment grade
for unrated securities. To the extent a significant portion of your investment grade
securities are unrated, tell us the nature of those securities and why you believe a rating
from a major credit agency was not sought for these securities since it would appear such a
rating would likely reduce their funding costs.

Wells Fargo response:

The unrealized losses and fair value of unrated securities included in investment grade and in a
loss position was $15 million and $44 million, respectively, as of June 30, 2009, and $543 million
and $8,091 million, respectively, as of December 31, 2008. Substantially all of the unrealized
losses on unrated securities classified as investment grade as of December 31, 2008, were related
to investments in asset-backed securities collateralized by auto leases that appreciated to an
unrealized gain position at June 30, 2009, due to spread tightening.

We will revise future filings to disclose the amount of unrealized loss and fair value of
securities not rated by major rating agencies that we have categorized as investment grade in our
disclosures by adding the following disclosure (underlining denotes changes from current
disclosure):

The table below shows the gross unrealized losses and fair value of debt and
perpetual preferred securities in the available-for-sale portfolio by those rated
investment grade and those rated less than investment grade, according to their
lowest credit rating by Standard & Poor’s Rating Services (S&P) or Moody’s Investors
Service (Moody’s). Credit ratings express opinions about the credit quality of a
security. Securities rated investment grade, that is those rated BBB- or higher by
S&P or Baa3 or higher by Moody’s, are generally considered by the rating agencies
and market participants to be low credit risk. Conversely, securities rated below
investment grade, labeled as “speculative grade” by the rating agencies, are
considered to be distinctively higher credit risk than investment grade securities.
We have also included securities not rated by S&P or Moody’s in the table below
based on the internal credit grade of the securities (used for credit risk
management purposes) equivalent to the credit rating assigned by major credit
agencies. The unrealized losses and fair value of such unrated securities
categorized as investment grade was $[xx] million and $[xx] million, respectively,
as of [current period] and $[xx] million and $[xx] million,

Justin T. Dobbie

September 14, 2009

Page 5

respectively, as of [prior period presented]. If an internal credit grade
was not assigned, we categorized the security as non-investment grade.

The asset-backed securities collateralized by auto leases are transactions that are structured as
single-tranche, fixed-rate, fully amortizing bonds equivalent to investment grade due to their
significant overcollateralization by auto leases and cash reserves. The securities are issued by
special purpose entities that have been formed and sponsored by third party auto financing
institutions primarily because they require a source of liquidity to fund ongoing vehicle sales
operations. Ratings were not sought because the securities were acquired in a private placement
transaction with the third party auto financing institution where we performed a detailed review of
the primary risks associated with the underlying collateral (credit risk and residual value risk of
the autos). Obtaining ratings would not have impacted the security’s yield.

Credit-Linked Note Structures, page 117 of Annual Report to Shareholders

    4.

    We note your response to comment 15 in our letter dated June 22, 2009. Please explain to us
in detail and revise future filings to explain how issuing credit-linked notes generates
regulatory capital for you since it appears that the notes are a form of debt.

Wells Fargo response:

These transactions are limited to two transactions that transfer a portion of the credit risk of a
reference pool of loans that we own to third party holders of credit-linked notes. Due to this
transference of risk, we apply the ratings-based approach to determine the regulatory capital
requirements for these loans. This has the effect of reducing risk-weighted assets because the
loans are risk-weighted based upon the equivalent credit rating associated with the credit risk
retained in the loans. The credit-linked notes are issued by an off-balance sheet special purpose
entity (SPE) and do not represent debt of the Company. The risk-based capital treatment of these
transactions has been reviewed and approved by our banking regulators.

In future filings, we will clarify our disclosure as follows (underlining and strikethrough denote
changes from our most recent filing):

We enter into credit-linked note structures for two separate purposes. First and
primarily, we structure transactions for clients designed to provide investors with
specified returns based on the returns of an underlying security, loan or index.
Second, in certain situations, we also use credit-linked note structures to
reduce the Company’s risk-weighted assets for determining regulatory capital
ratios by structuring similar transactions that are indexed to the returns of a
pool of underlying  securities or loans that we own. These transactions reduce
our risk-weighted assets because they transfer a portion of the credit risk in the
indexed pool of loans to the holders of the credit-linked notes. Both of these
types of transactions result in the issuance of credit-linked notes and typically
involve a bankruptcy remote SPE that synthetically obtains exposure to the
underlying loans through a derivative instrument such as a written credit
default swap or total

Justin T. Dobbie

September 14, 2009

Page 6

return swap. The SPE issues notes to investors based on the referenced underlying
securities or loans. Proceeds received from the issuance of these notes are usually
invested in investment grade financial assets. We are typically the derivative
counterparty to these transactions and administrator responsible for investing the
note proceeds. We do not consolidate these SPEs because we typically do not hold any
of the notes that they issue.

Appendix A, page A-1 of Definitive Proxy Statement on Schedule 14A

    5.

    We note your response to comment 24 in our letter dated June 22, 2009. We also note that you
have not provided your basis supporting the statement that the information in Appendix A is
not deemed to be “filed” pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.
Please provide us the basis for this determination, or, in the alternative, confirm your
understanding that the disclosure in Appendix A is deemed to be filed as part of the company’s
proxy statement pursuant to Section 14(a) of the Exchange Act.

Wells Fargo response:

We confirm our understanding that the disclosure in Appendix A is deemed to be filed as
part of our 2009 proxy statement pursuant to Section 14(a) of the Exchange Act. We note
that, for the reasons discussed in our response to comment 24 in your letter dated June 22,
2009, we continue to believe the information in Appendix A was not required to be
incorporated by reference into our Form 10-K for the year ended December 31, 2008.

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

Critical Accounting Policies

Fair Value of Financial Instruments, page 12

    6.

    We note your response to comment 31 in our letter dated June 22, 2009. Given the significant
amount of management judgment involved in your methodology for classifying instruments in the
fair value hierarchy, and in particular where adjustments are made to the pricing service or
broker price based on your methodology to weight the pricing service/broker price and internal
model, we believe you should disclose your policy for evaluating what constitutes a
significant adjustment to the overall valuation for purposes of classifying the instruments as
either Level 2 or Level 3 in the fair value hierarchy.

Wells Fargo response:

We will revise future filings to disclose our policy for evaluating what constitutes a significant
adjustment