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May 11, 2010

VIA EDGAR AND ELECTRONIC MAIL

Kevin W. Vaughn

Accounting Branch Chief

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, 2009

Filed February 26, 2010

File No. 001-02979

Dear Mr. Vaughn:

In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission (“the
Commission”) contained in the Staff’s letter dated April 30, 2010, 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.

General

    1.

    Please revise future filings to provide more detailed information about the types of
collateral securing your commercial loan portfolio.

Wells Fargo response:

We have included the following disclosure within Management’s Discussion and Analysis (“MD&A”) in
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (“First Quarter 2010 Form
10-Q”):

    A majority of our commercial loans and lease financing portfolio is secured by short-term
liquid assets, such as accounts receivable, inventory, and securities, as well as long-lived
assets, such as equipment and other business assets. Our credit risk management process for
this portfolio primarily focuses on a customer’s ability to repay the loan through their
cash flow. Generally, collateral securing this portfolio represents a
secondary source of repayment.

Kevin W. Vaughn

May 11, 2010

Page 2

Balance Sheet Analysis

Loan Portfolio, page 48

    2.

    In the note 1 to Table 12, you disclose that Pick-a-Pay and other consumer PCI loans do not
reflect nonaccretable difference releases for payments in full due to accounting for those
loans on a pooled basis. You also disclose on page 75 that receipt of payments in full result
in removal of the loan from the PCI loan portfolio at carrying amount. Please tell us in
detail what you mean here and why you do not believe a payment in full should result in a
decrease in nonaccretable difference. Please explain how you maintain the yield recognized on
the pool if you do not reduce the nonaccretable difference. We note the guidance in ASC
310-30-40-1 and the non-authoritative guidance in the AICPA Technical Practice Aid Section
2130. Also, tell us why you believe other consumer PCI loans nonaccretable difference should
be released for sales to third parties as disclosed in note 2 to the table but not for
payments in full.

Wells Fargo response:

As discussed in our “Critical Accounting Policies” on Purchased Credit-Impaired (PCI) Loans, our
consumer loans were aggregated into pools based on common risk characteristics. Our consumer cash
flows are estimated such that there is not specific information on the carrying amount and cash
flows of an individual loan within the pool, including the nonaccretable difference.

The guidance contained in ASC 310-30 does not provide guidance on how to determine the carrying
amount of a loan removed from a pool. An AICPA Technical Practice Aid provides three alternatives
that may be used. We remove a loan from a pool based on the “as expected” approach described in the
AICPA Technical Practice Aid Section 2130.36. Under this method, at the time of resolution, we
remove the carrying amount of the loan such that the accretable yield on the remaining loans in the
pool would remain constant. The loan pool is reduced at resolution based on the cash flows
received. In the case of loans resolved by payments in full, the cash flows received are equal to
the contractual cash flows. Thus, there is no need to use or reduce the nonaccretable difference.
In the case of loans sold to third parties, the cash flows received may be different from the
contractual cash flows, which are applied to the nonaccretable difference.

The “as expected” method assumes that resolutions are consistent with previous expectations of cash
flows. Any variation in expectations is addressed in the quarterly cash flow evaluation
process. Adverse changes in expected cash flows result in impairment. Positive changes in expected
cash flows result in prospective yield adjustments.

In third quarter 2009, we sold approximately 50% of a single pool of loans to a third party. Given
the size of the sale relative to the remaining pool balance and limited guidance regarding
significant resolutions, we decided, with concurrence of our
auditors, to maintain the accretable yield percentage at the effective rate prior to the sale, which resulted in a release of a portion
of the nonaccretable difference.

Kevin W. Vaughn

May 11, 2010

Page 3

Risk Management, page 54

    3.

    Given your disclosure of the significant increase in troubled debt restructurings (TDR) and
modifications during 2009 and the fact that 75% of restructured consumer loans are still
accruing, please revise future filings to clearly and comprehensively discuss your nonaccrual
policies for restructured loans. In your response and revised disclosure please clarify if you
have different policies for different loan types (CRE versus consumer).

    a.

    Disclose how you determine if the borrower has demonstrated performance under
the previous terms and has shown the capacity to continue to perform under the
restructured terms.

Wells Fargo response:

We maintain accruing loans in accrual status upon a modification when the borrower has demonstrated
performance for a period of time prior to the restructuring and where the borrower has shown the
capacity to continue to perform under the restructured terms. We assess the borrower’s payment
history for sustained performance at the time of restructure, and we may also require a period of
trial payments prior to the execution of the modification. In addition, we evaluate the borrower’s
capacity to perform under the restructured terms based on our re-underwriting of the loan in
accordance with guidelines established for governmental and proprietary loan modification programs.
This re-underwriting may include obtaining new FICO scores and new appraised values, determining
debt-to-income ratios, and obtaining information related to the borrower’s employment, income, and
assets. Our policies for assessing TDRs, including interest recognition, are similar for our
various loan types — commercial and consumer. We have limited our disclosures to consumer TDRs
because commercial and CRE TDRs accounted for less than 5% of total TDRs during 2009 and were not
material.

See our response to comment 4, which includes the disclosures we added to our First Quarter 2010
Form 10-Q.

    b.

    For TDR’s that accrue interest at the time the loan is restructured, tell us
and
disclose whether you generally charge-off a portion of the loan. If you do, please tell
us how you consider this fact in determining whether the loan should accrue interest. If
you continue to accrue interest, tell us in detail and disclose how you concluded that
repayment of interest and principal contractually due on the entire debt is reasonably
assured.

Wells Fargo response:

We do not forgive loan principal for a majority of our TDRs. We typically reduce the interest rate,
extend the term, or convert the borrower’s variable-rate loan to a fixed-rate loan. When these
alternatives have been exhausted, or when required by government
mandated programs, we may reduce the principal amount of the loan. Reductions in loan principal are charged off at the
time of restructuring.

Kevin W. Vaughn

May 11, 2010

Page 4

We consider reductions in loan principal when making our decision as to whether a loan will remain
on accrual status. Generally, forgiving a portion of a loan will improve the performance of the
loan, which justifies maintaining the loan on accrual status. If the re-underwriting process
confirms that the borrower has the capacity to perform under the restructured terms, the loan will
remain in accruing status. In circumstances where we believe that principal and interest
contractually due under the modified agreement will not be repaid, we place the loan on nonaccrual,
with a corresponding charge-off to the loan, if necessary.

See our response to comment 4, which includes the disclosures we added to our First Quarter 2010
Form 10-Q.

    c.

    Tell us in detail and revise to disclose if you revised any of your TDR
accounting policies based on the guidance included in the Policy Statement on Prudent
Commercial Real Estate Loan Workouts released on October 30, 2009 and adopted by each
financial regulator.

Wells Fargo response:

We did not revise our TDR accounting policies based on the guidance included in the Policy
Statement. As indicated on page 2 of the Policy Statement on Prudent Commercial Real Estate Loan
Workouts, “The statement also includes references and materials related to regulatory reporting,
but it does not change existing regulatory reporting guidance provided in relevant interagency
statements issued by the regulators or accounting requirements under generally accepted accounting
principles (GAAP).”

Kevin W. Vaughn

May 11, 2010

Page 5

    4.

    Please revise future filings to clearly disclose the total amount of TDR’s at each period end
by loan type, accrual status, the amount that is considered impaired, the amount charged-off
during the period and any valuation allowance at period end.

Wells Fargo response:

We have included the following MD&A disclosures in our First Quarter 2010 Form 10-Q:

    Troubled Debt Restructurings (TDRs)

    The following table provides the detail of the recorded investment in loans modified in
troubled debt restructurings (TDRs).

    March 31,

    Dec. 31,

    (in millions)

    2010

    2009

    Consumer TDRs:

    Real estate 1-4 family first mortgage

    $
    7,972

    6,685

    Real estate 1-4 family junior lien mortgage

    1,563

    1,566

    Other revolving credit and installment

    310

    17

    Total consumer TDRs

    9,845

    8,268

    Commercial and commercial real estate TDRs

    386

    265

    Total TDRs

    $
    10,231

    8,533

    TDRs on nonaccrual status

    $
    2,738

    2,289

    TDRs on accrual status

    7,493

    6,244

    Total TDRs

    $
    10,231

    8,533

    We establish an impairment reserve when a loan is restructured in a TDR. The impairment
reserve for TDRs was $2.2 billion at March 31, 2010, and $1.8 billion at December 31, 2010.

    Total charge-offs related to loans modified in a TDR that were still held in the balance
sheet at period end were $322 million and $36 million for first quarter 2010 and 2009,
respectively. The TDR charge-offs for first quarter 2010 included $145 million due to newly
issued regulatory guidance requiring charge-off of certain collateral-dependent residential
real estate loans that have been modified.

    Our nonaccrual policies are generally the same for all loan types when a restructuring is
involved. We underwrite loans at the time of restructuring to determine if the borrower has
the capacity to continue to perform under the restructured terms. If the borrower has
demonstrated performance under the previous terms and the underwriting process shows
capacity to continue to perform under the restructured terms, the loan will remain in
accruing status. Otherwise, the loan will be placed in nonaccrual status until the borrower
demonstrates a sustained period of performance which we believe to be six consecutive
monthly payments. Loans will also be placed on nonaccrual, and a corresponding charge-

Kevin W. Vaughn

May 11, 2010

Page 6

    off recorded to the loan balance, if we believe that principal and interest contractually
due under the modified agreement will not be collectible.

    We do not forgive principal for a majority of our TDRs. In those situations where principal
is forgiven, the performance on the remaining balance will generally improve, which may
justify continued accrual or returning the loan to accrual after the borrower demonstrates a
sustained period of performance.

    5.

    To the extent you track the information, please revise future filings to quantify your TDR’s
by type of concession (reduction in interest rate, payment extensions, forgiveness of
principal, etc) and disclose your success/redefault rates for each type of concession.

Wells Fargo response:

We customarily provide multiple concessions when modifying loans with customers. For example, a
single loan modification may include rate reduction, term extension
and occasionally principal reduction. We do
not track TDRs by type of concession, and we do not believe the type of concession will necessarily
be predictive of redefault.

    6.

    Please tell us and revise future filings to disclose whether you have performed any
commercial real estate (CRE) or other type of loan workouts whereby an existing loan was
restructured into multiple new loans (i.e., A Note/B Note structure). To the extent that you
have performed these types of workouts, please provide us with the following information and
revise your future filings to disclose the following:

    a.

    Quantify the amount of loans that have been restructured using this type of
workout strategy in each period presented.

    b.

    Discuss the benefits of this workout strategy, including the impact on interest
income and credit classification.

    c.

    Discuss the general terms of the new loans and how the A note and B note
differ, particularly whether the A note is underwritten in accordance with your
customary underwriting standards and at current market rates.

    d.

    Clarify whether the B note is immediately charged-off upon restructuring.

    e.

    Describe your nonaccrual policies at the time of modification and subsequent to
the modification. Specifically disclose whether you consider the total amount
contractually due in your nonaccrual evaluation and how you consider the borrower’s
payment performance prior to the modification.

    f.

    Confirm that the A note is classified as a troubled debt restructuring and
explain your policy for removing such loans from troubled debt restructuring
classification.

Kevin W. Vaughn

May 11, 2010

Page 7

Wells Fargo response:

Both the number and magnitude of these types of workout structures are de minimis and do not
materially impact our financial statements. We will continue to monitor the use of these types of
workout structures to assess if increased disclosure is necessary in future filings.

    7.

    Please tell us and revise your future filings to address the following regarding your
construction or commercial loans:

    a.

    Tell us whether you have noticed an increase in construction or commercial
loans that have been extended at maturity for which you have not considered the loan to
be impaired due to the existence of guarantees. If so, tell us about the types of
extensions made, whether loan terms are being adjusted from the original terms, and
whether you consider these types of loans as collateral-dependent.

Wells Fargo response:

During the recent credit cycle, we have experienced an increase in requests for extensions of
construction and commercial loans which have repayment guarantees. All extensions are granted based
on a re-underwriting of the loan and our assessment of the borrower’s ability to perform under the
agreed upon terms. At the time of extension, borrowers are generally performing in accordance with
the contractual loan terms, and we do not consider the guarantee as the sole source of repayment.
Extension terms generally range from six to thirty-six months and may require that the borrower
provide additional economic support in the form of partial repayment, amortization or additional
collateral or guarantees. In cases where the value of collateral or financial condition of the
borrower i