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    Richard D. Levy

Executive Vice President & Controller

    MAC A0163-039

343 Sansome Street, 3rd Floor

San Francisco, CA 94104

415 222-3119

415 975-6871 Fax

richard.d.levy@wellsfargo.com

July 1, 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

Form 10-Q for Fiscal Quarter Ended March 31, 2010

File No. 001-02979

Dear Mr. Vaughn:

In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission
(“Commission”) contained in the Staff’s letter dated June 24, 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.

December 31, 2009 Form 10-K

Balance Sheet Analysis — Loan Portfolio, page 48

    1.

    We note your response to comment 2 in your letter dated May 11, 2010. For PCI loans accounted
for on a pooled basis, please revise future filings to more clearly disclose your policy for
determining the specific carrying amount of loans removed from the pool. Please ensure your
disclosure discusses the effect on the accretable and non-accretable yield separately for
loans paid in full versus loans satisfied at less than the contractual amount.

Wells Fargo response:

In future filings, we will revise our disclosures within Management’s Discussion & Analysis
(“MD&A”) as follows (underlining denotes changes to our current disclosure):

Kevin W. Vaughn

July 1, 2010

Page 2

    The nonaccretable difference was established in purchase accounting for PCI loans to
absorb losses expected at that time on those loans. Amounts absorbed by the nonaccretable
difference do not affect the income statement or the allowance for credit losses.
Substantially all of our commercial, CRE and foreign PCI loans are accounted for as
individual loans. Conversely, Pick-a-Pay and other consumer PCI loans have been aggregated
into several pools based on common risk characteristics. Each pool is accounted for as a
single asset with a single composite interest rate and an aggregate expectation of cash
flows. Resolutions of loans may include sales of loans to third parties, receipt of payments
in full or in part from the borrower, or foreclosure and liquidation of the collateral. Our
policy is to remove an individual loan from a pool based on comparing the amount received
from its resolution with its contractual amount. Any difference between these amounts is
absorbed by the nonaccretable difference. This removal method assumes that the amount
received from resolution approximates original pool performance expectations at the time of
acquisition. The remaining accretable yield balance is unaffected and any material change in
remaining effective yield caused by this removal method is addressed by our quarterly cash
flow evaluation process for each pool. For loans in pools that are resolved by payment in
full, there is no release of the nonaccretable difference since there is no difference
between the amount received at resolution and the contractual amount of the loan. The
following table provides an analysis of changes in the nonaccretable difference related to
principal that is not expected to be collected.

    Commercial,

    CRE and

    Other

    (in millions)

    foreign

    Pick-a-Pay

    consumer

    Total

    Balance at December 31, 2008, with refinements

    $
    (10,410
    )

    (26,485
    )

    (4,069
    )

    (40,964
    )

    Release of nonaccretable difference due to:

    Loans resolved by payment in full (1)

    330

    —

    —

    330

    Loans resolved by sales to third parties (2)

    86

    —

    85

    171

    Loans with improving cash flows reclassified to accretable yield (3)

    138

    27

    276

    441

    Use of nonaccretable difference due to:

    Losses from loan resolutions and write-downs (4)

    4,853

    10,218

    2,086

    17,157

    Balance at December 31, 2009

    (5,003
    )

    (16,240
    )

    (1,622
    )

    (22,865
    )

    Release of nonaccretable difference due to:

    Loans resolved by payment in full (1)

    146

    —

    —

    146

    Loans resolved by sales to third parties (2)

    36

    —

    —

    36

    Loans with improving cash flows reclassified to accretable yield (3)

    92

    549

    27

    668

    Use of nonaccretable difference due to:

    Losses from loan resolutions and write-downs (4)

    728

    1,177

    183

    2,088

    Balance at March 31, 2010

    $
    (4,001
    )

    (14,514
    )

    (1,412
    )

    (19,927
    )

    (1)

    Release of the nonaccretable difference for payments in full on individually accounted PCI
loans increases interest income in the period of payment. Pick-a-Pay and other consumer PCI
loans do not reflect nonaccretable difference releases due to pool accounting for those loans.

    (2)

    Release of the nonaccretable difference as a result of sales to third parties increases
noninterest income in the period of the sale.

    (3)

    Reclassification of nonaccretable difference for increased cash flow estimates to the
accretable yield will result in increasing income and thus the rate of return realized. Amounts
reclassified to accretable yield are expected to be probable of realization.

    (4)

    Write-downs to net realizable value of PCI loans are charged to the nonaccretable difference
when severe delinquency (normally 180 days) or other indications of severe borrower financial
stress exist that indicate there will be a loss of contractually due amounts upon final resolution
of the loan.

Kevin W. Vaughn

July 1, 2010

Page 3

    2.

    Please revise future filings to disclose the delinquency status of your PCI portfolio and
how you determine the delinquency status.

Wells Fargo response:

In future filings, we will include the following footnote to the “Loans 90 Days or More Past Due
and Still Accruing” table within our MD&A disclosures:

    The carrying value of PCI loans contractually 90 days or more past due was $[xxx] and $16.1
billion at June 30, 2010, and December 31, 2009, respectively. These amounts are excluded
from the above table as PCI loan accretable yield interest recognition is independent from
the underlying contractual loan delinquency status.

Risk Management, page 54

    3.

    We note your response and revised disclosure to comments 3 and 4 in your letter dated May 11,
2010. Please revise your disclosure in future filings to clarify the extent to which you
charge-off the amount of principal that is forgiven. If there are situations where principal
is forgiven and the amount is not charged-off, please discuss the key factors that support
this action.

Wells Fargo response:

Consistent with our response on May 11, 2010, it is our Corporate Policy to charge off the entire
amount of any principal forgiven.

In future filings, we will revise our MD&A disclosures as follows (underlining denotes changes to
our current disclosure):

    We do not forgive principal for a majority of our TDRs, but in those situations where
principal is forgiven, the entire amount of such principal forgiveness is immediately
charged off. When a TDR performs in accordance with its modified terms, the loan either continues to accrue interest (for performing loans), or will return to accrual status after the
borrower demonstrates a sustained period of performance.

Kevin W. Vaughn

July 1, 2010

Page 4

Note 19: Employee Benefits and Other Expenses, page 167

    4.

    We note your response to comment 17 in your letter dated May 11, 2010. Please revise future
filings to more transparently disclose where the decrease to the pension benefit obligation
from your curtailment is presented.

Wells Fargo response:

In our future filings, we will modify the table showing the changes in the projected benefit
obligation of pension benefits, which was included on page 168 of our 2009 Annual Report on Form
10-K, to separately present the impact of our plan curtailment on the pension benefit obligation as
shown in the table below (underlining denotes changes to our current disclosure):

    December 31,

    2009

    2008

    Pension benefits

    Pension benefits

    Non-

    Other

    Non-

    Other

    (in millions)

    Qualified

    qualified

    benefits

    Qualified

    qualified

    benefits

    Change in benefit obligation:

    Benefit obligation at beginning of year

    $
    8,977

    684

    1,325

    4,565

    366

    663

    Service cost

    210

    8

    13

    291

    15

    13

    Interest cost

    595

    43

    83

    276

    22

    40

    Plan participants’ contributions

    —

    —

    79

    —

    —

    39

    Curtailment (1)

    (910
    )

    (35
    )

    —

    —

    —

    —

    Amendments

    —

    —

    (54
    )

    —

    —

    —

    Actuarial loss (gain)

    1,763

    59

    120

    (197
    )

    (15
    )

    (94
    )

    Benefits paid

    (605
    )

    (79
    )

    (167
    )

    (317
    )

    (24
    )

    (65
    )

    Foreign exchange impact

    8

    1

    2

    —

    —

    —

    Acquisitions

    —

    —

    —

    4,359

    317

    727

    Measurement date adjustment (2)

    —

    —

    —

    —

    3

    2

    Benefit obligation at end of year

    10,038

    681

    1,401

    8,977

    684

    1,325

    Change in plan assets:

    Fair value of plan assets at beginning of year

    7,863

    —

    368

    5,617

    —

    458

    Actual return on plan assets

    1,842

    —

    48

    (1,750
    )

    —

    (128
    )

    Employer contribution

    4

    79

    48

    260

    24

    22

    Plan participants’ contributions

    —

    —

    79

    —

    —

    39

    Benefits paid

    (605
    )

    (79
    )

    (167
    )

    (317
    )

    (24
    )

    (65
    )

    Foreign exchange impact

    8

    —

    —

    —

    —

    —

    Acquisitions

    —

    —

    —

    4,132

    —

    46

    Measurement data adjustment (2)

    —

    —

    —

    (79
    )

    —

    (4
    )

    Fair value of plan assets
at end of year

    9,112

    —

    376

    7,863

    —

    368

    Funded status at
end of year

    $
    (926
    )

    (681
    )

    (1,025
    )

    (1,114
    )

    (684
    )

    (957
    )

    Amounts recognized in the balance sheet
at end of year:

    Liabilities

    $
    (926
    )

    (681
    )

    (1,025
    )

    (1,114
    )

    (684
    )

    (957
    )

    Total assets (liabilities)

    $
    (926
    )

    (681
    )

    (1,025
    )

    (1,114
    )

    (684
    )

    (957
    )

    (1)

    On April 28, 2009, the Board of Directors approved amendments to freeze the benefits
earned under the Wells Fargo qualified and supplemental Cash Balance Plans and the Wachovia
Corporation Pension Plan, a cash balance plan that covered eligible employees of legacy Wachovia
Corporation, and to merge the Wachovia Pension Plan into the qualified Cash Balance Plan.

    (2)

    Represents change in benefit obligation and plan assets during December 2007 to reflect an
additional month of activity due to the change in measurement date from November 30 to December 31
as required by FASB ASC 715.

Kevin W. Vaughn

July 1, 2010

Page 5

March 31, 2010 Form 10-Q

Troubled Debt Restructurings (TDRs), page 36

    5.

    Please address the following regarding your disclosure that you charged-off $145 million in
loan principal in the first quarter of 2010 due to newly issued regulatory guidance which
required you to charge-off certain collateral-dependent residential real estate loans that
were modified.

    a.

    The newly issued guidance indicates that loans should be considered
collateral-dependent if they lack evidence of sustained repayment capacity. Please tell
us whether you considered the charged-off loans collateral-dependent at the date of
modification or subsequent to modification. Also, tell us if you considered these loans
collateral-dependent prior to the issuance of the new guidance. If you considered the
loans collateral-dependent at the date of modification, please tell us how the loans
qualified for modification.

    b.

    Please tell us and disclose how you determine that a loan lacks evidence of
sustained repayment capacity.

    c.

    You disclose that the costs related to these charge-offs had previously been
reserved. Please tell us if you revised your impairment measurement for these loans
based on the new guidance. If so, please tell us how all the costs were previously
reserved for. If not, please tell us how you measured impairment prior to the
modification date and subsequent to modification and explain why there was no
difference. It appears that the new guidance precludes including any estimated payments
from borrowers in measuring impairment. However, prior to this guidance it appears that
the loans would not be considered collateral-dependent and therefore, your previous
method of measuring impairment would have included some amount of estimated payments
from borrowers.

    d.

    Please tell us how the modification affected the accrual status for these
loans. Tell us whether any of the modified loans were accruing income at the date of
charge-off. If so, please tell us how you determined that accrual of income was
appropriate considering the loans lacked evidence of sustained repayment capacity.

    e.

    Please revise your future filings to more clearly disclose how the new guidance
impacted your loan policies (charge-off, measurement of impairment, accrual status,
etc.).

Kevin W. Vaughn

July 1, 2010

Page 6

Wells Fargo response:

We modified certain home equity lines of credit (“HELOCs”) and payment option adjustable rate
mortgages (“ARMs”), collectively referred to as residential mortgages, during 2009 and early 2010.
These residential mortgages were re-underwritten at the time of modification to determine if the
borrower had the capacity to perform under the restructured terms and if there was evidence of the
borrower’s sustained repayment capacity. They were not considered collateral-dependent at the time
of modification because we did not expect repayment of the loan to be provided solely by the
underlying collateral.

We aggregated these residential mortgage loan modifications into pools and measured impairment on a
pool level in accordance with ASC 310-10-35-21 and 22. However, because the Office of the
Comptroller of the Currency’s (“OCC”) newly issued guidance required that the amount of an
individual loan’s carrying value in excess of the fair value of its collateral be charged off for
loans that the OCC considered to be collateral dependent, it was necessary for us to work through
the mechanics of applying this charge off process to pools of residential mortgage loans with the
OCC’s Office of the Chief Accountant. As a result of these consultations, we reaffirmed our pool
level impairment measurement policies with the OCC and mutually determined that $145 million of
credit losses associated with these residential mortgage loan pools (for which a specific allowance
for loan loss reserve had already been established) needed to be charged off pursuant to the new
guidance.

Separately, a majority of these residential mortgage loans were current as to their performance and
were accruing interest income at the time of the modification. We continued to keep these borrowers
on accrual status at the time of modification where they had demonstrated performance under their
previous loan terms and the underwriting process at the time of modification showed their capacity
to continue to perform