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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

May 25, 2011

VIA EDGAR AND ELECTRONIC MAIL

Stephanie Hunsaker

Senior Assistant Chief Accountant

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, 2010

Filed February 25, 2011

Form 10-Q for Fiscal Quarter Ended March 31, 2011

Filed May 6, 2011

File No. 001-02979

Dear Ms. Hunsaker:

In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission
(“Commission”) contained in the Staff’s letter dated May 11, 2011, to Wells Fargo & Company (“Wells
Fargo,” “Company,” “we,” or “our”), we submit the following information. The Staff’s comments,
indicated in bold, are followed by Wells Fargo’s responses, with underlined text and strikethrough
denoting proposed changes to our current disclosures.

Form 10-K for Fiscal Year Ended December 31, 2010

Regulation and Supervision, page 3

    1.

    You may not qualify this section by reference to the full text of the statutes,
regulations and policies that are described. Please confirm that you will not qualify this
section in future filings.

Wells Fargo response:

We confirm that in our future filings we will not qualify the Regulation and Supervision section by
reference to the text of the statutes, regulations and policies described in that section.

Stephanie Hunsaker

May 25, 2011

Page 2

    Item 1A.

    Risk Factors, page 13

    2.

    Many of your risk factor discussions are too vague to be meaningful to investors. For
example:

    a.

    “Our financial results and condition may be adversely affected by difficult and
business economic conditions...;”

    b.

    “Financial and credit markets may experience a disruption...;”

    c.

    “Higher charge-offs and worsening credit conditions could require us to
increase our allowance...;” and

    d.

    “Our ability to grow revenue and earnings will suffer if we are unable to sell
more products to customers.”

    Those are only examples. Please provide draft disclosure to be included in future filings
expanding your risk factors discussion to identify any specific situations that make you
particularly vulnerable to the identified risks, including regulatory changes. Additionally,
provide a more specific discussion of the potential consequences.

Wells Fargo response:

We believe that our risk factors disclosure contained in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2010 (the “2010 Form 10-K”) appropriately described the most
significant risk factors facing the Company as required by Item 503(c) of Regulation S-K. However,
we have refined our risk factors disclosure in response to the Staff’s comment. Exhibit A attached
to this letter sets forth a draft of the Risk Factors section, substantially as it would appear in
our future filings to the extent the risks remain relevant, marked to show the changes to the
version of such section contained in the 2010 Form 10-K. We note that the draft disclosure includes
updates for changes since the 2010 Form 10-K.

    Item 7A.

    Quantitative and Qualitative Disclosures About Market Risk, page 16

    3.

    We refer to your disclosure under “Financial Review — Risk Management” on page 61 of
your 2010 Annual Report to Shareholders that you have incorporated by reference to your
Form 10-K and note your reference to the positive performance of the “Pick-a-Pay”
portfolio, which you attribute primarily to “significant modification efforts.” Please
provide proposed disclosure to be included in future filings clarifying the extent to which
these modification efforts resulted from settlement agreements with state regulators.

Stephanie Hunsaker

May 25, 2011

Page 3

Wells Fargo response:

We have been performing loan modifications on the Pick-a-Pay portfolio since the beginning of 2009
and have completed over 85,000 modifications through first quarter of 2011. Included in these
results is our participation in the U.S. Treasury Department’s Home Affordability Modification
(HAMP and HAMP-PRA) programs. As a participant in the HAMP programs, we are required to utilize the
HAMP modification first to help customers stay in their homes. As of October 1, 2010, we entered
into agreements with eight attorneys general and subsequently entered into agreements with two
additional attorneys general, covering the majority of our option payment loan portfolio. These
agreements require that we offer modifications (both HAMP and proprietary) to eligible customers
with the option payment loan product through June 2013. In response to these agreements, we
developed an enhanced proprietary modification product that allows for various means of principal
forgiveness along with changes to other loan terms. Given that these agreements cover all
modification efforts to eligible customers for the applicable states, approximately 60% of our
modifications (both HAMP and proprietary) for our option payment loan portfolio performed in the
first quarter of 2011 are consistent with these agreements.

We will revise our future filings as follows:

We offer the U.S. Treasury Department’s Home Affordability Modification (HAMP and
HAMP-PRA) and proprietary modification programs to our real estate 1-4 family mortgage
borrowers. As a participant in the HAMP programs, we are required to utilize the HAMP
modification first to help customers stay in their homes. In second quarter 2011, we
completed more than XX proprietary and HAMP Pick-a-Pay loan modifications and have completed
more than XX modifications since the Wachovia acquisition, resulting in $XX billion of
principal forgiveness to our Pick-a-Pay customers. As announced in October 2010, we
entered into agreements with certain state attorneys general whereby we have agreed to offer
loan modifications to eligible Pick-a-Pay customers through June 2013. These agreements cover
the majority of our option payment loan portfolio and require that we offer modifications
(both HAMP and proprietary) to eligible customers with the option payment loan product. In
response to these agreements, we developed an enhanced proprietary modification product that
allows for various means of principal forgiveness along with changes to other loan terms.
Given that these agreements cover all modification efforts to eligible customers for the
applicable states, a majority of our modifications (both HAMP and proprietary) for our option
payment loan portfolio performed in the second quarter 2011 are consistent with these
agreements.

Financial Review

Table 7: Noninterest Income, page 45

    4.

    We note the significant fluctuations in the account “net gains from trading
activities,” during the three years ended December 31, 2010. Please tell us and expand your
disclosures in future filings to provide a discussion of the following:

Stephanie Hunsaker

May 25, 2011

Page 4

    a.

    Describe the key drivers of the activity in this line item.

    b.

    Discuss the underlying causes of the variations in this account from year to
year. For example, revenues declined 38 percent in 2010 from 2009, but increased 872%
in 2009 as compared to 2008 and no discussion appears to be provided analyzing the
results.

    c.

    Discuss how revenues are earned from trading activities. For example, disclose
whether the results are mainly fee based, or primarily driven by changes in fair value
of the trading positions held.

Wells Fargo response:

The primary purpose of our trading businesses is to accommodate customers in management of their
market price risks. Net gains from trading activities are attributable to the following types of
activity:

    Net gains (losses) from trading activities

    (in millions)

    2010

    2009

    2008(1)

    Customer accomodation trading

    1,455

    1,919

    346

    Proprietary trading

    (129
    )

    279

    (77
    )

    Economic hedges and other

    322

    476

    6

    Total net trading gains

    1,648

    2,674

    275

    (1)

    Represents only legacy Wells Fargo activity as Wachovia acquisition occurred on December 31, 2008.

Categorization of net gains from trading activities in the above table is based upon our
own definition of these categories, as further described below, because no uniform definitions
currently exist. Accordingly, categorization by other industry participants and ultimately by
regulations that finalize the definition of proprietary trading under the Volcker Rule (see our
response to comment 9 in this Letter) may differ from our own definitions.

Customer accommodation trading represents net gains related to cash and derivative trading
positions that were executed on behalf of or driven by the needs of our customers. The majority of
the activity is where we serve as intermediary between buyer and seller. For example, we may enter
into financial instruments with customers that they use for risk management purposes and typically
offset our exposure on such contracts by entering into separate instruments. Customer accommodation
trading also includes net gains related to market-making activities in which we take positions to
facilitate expected customer order flow. Customer accommodation net trading gains are primarily
attributable to bid-offer spread differences and the decrease in net gains in 2010 from 2009 was
due to narrower bid-offer spread levels in 2010.

Proprietary trading consists of cash and derivative trading positions executed for our own
account with the objective of benefiting from market expectations or price differentials between
financial instruments and markets. Accordingly, it does not include customer-driven activities or
economic hedge positions used for our own balance sheet risk management activities. Gains

Stephanie Hunsaker

May 25, 2011

Page 5

(losses) from proprietary trading are attributed solely to changes in fair value of the positions,
and the decrease in net gains in 2010 from 2009 was due to market movements and lower volume of
activity attributable to our continued reduction or exiting of proprietary trading positions.

Economic hedges and other consists primarily of cash or derivative positions used to facilitate
certain of our balance sheet risk management activities that did not qualify for hedge accounting
or was not designated in a hedge accounting relationship. This activity includes securities which
we elected to carry at fair value with changes in fair value recorded to earnings in order to
mitigate accounting measurement mismatches or avoid embedded derivative accounting complexities.

The significant variation in net gains from trading activities for the year ended 2009 compared to
the year ended 2008 is attributable to business activities acquired as part of the Wachovia
acquisition, the results of which were not included in our 2008 net gains from trading activities,
as explained in our 2009 Form 10-K filing.

We will revise our future filings to include disclosures related to net gains on trading activities
consistent with the above information.

Risk Management — Credit Risk Management, page 54

Table 25: Home Equity Portfolios, page 63

    5.

    We note your discussion of your home equity portfolio and the table showing geographic
concentrations. Please respond to the following and expand your disclosures in future
filings to address the following:

Wells Fargo response:

As background information, our home equity portfolio includes first
lien lines of credit and junior
lien loans and lines of credit secured by 1-4 family real estate,
which are originated by several
of our lines of business. The following table provides the detail of
our home equity portfolio
separated between our National Home Equity Group (NHEG) and our
other lines of business at March
31, 2011:

    March 31, 2011

    Wells Fargo Lines of Business

    (in millions)

    NHEG

    Other

    Total

    First lien lines

    $
    19,231

    2,089

    21,320

    Junior lien loans and lines

    86,496

    6,332

    92,828

    Home equity portfolio

    $
    105,727

    8,421

    114,148

    % of total home equity portfolio

    93
    %

    7
    %

    100
    %

Stephanie Hunsaker

May 25, 2011

Page 6

In our responses to the Staff’s comments 5.b. and 5.c., below, we have provided information for the
NHEG (representing 93% of our home equity portfolio), with the expectation that we will provide
disclosures for our entire home equity portfolio in future filings.

    a.

    Tell us whether you are able to track whether the first lien position is in
default, regardless of whether you hold the first lien loan. If so, please tell us the
results of that data and consider providing disclosure of this information in future
filings.

Wells Fargo response:

We are not able to develop statistics on first liens serviced by third parties that are in
front of our junior liens. When the first lien is held by a third party, we can obtain an
indication that a first lien is in default through information reported to credit bureaus. However,
because borrowers may have more than one mortgage reported on the credit report and there is not a
corresponding property address associated with reported mortgages, we are unable to associate a
specific first lien with our junior lien. The only communication we receive directly from the first
lien holder for our junior lien is notification at the time of foreclosure sale.

    b.

    Tell us and disclose the percentage of the home equity loan portfolio where you
also hold the first lien.

Wells Fargo response:

As of March 31, 2011, 18% of our NHEG balances are in first lien position, 41% are in junior lien
position behind Wells Fargo owned or serviced first liens and 41% are in junior lien position
behind third party first liens.

    c.

    Tell us whether the default and delinquency statistics for the home equity
loans where you also hold the first lien show a different trend than situations where
you do not also hold the first lien loan.

Wells Fargo response:

Our NHEG junior lien portfolio has lower delinquency and loss rates when Wells Fargo owns or
services the related first liens compared to when we do not own or service the related first liens.
Delinquency and loss rates for our NHEG junior liens at March 31, 2011, are as follows:

    March 31, 2011

    Two or more

    Statistics for Wells Fargo owned/serviced

    payments

    Loss rate

    vs. third party owned/serviced

    past due

    (annualized)

    Junior lien behind Wells Fargo owned
or serviced first lien

    2.80
    %

    3.88

    Junior lien behind third party first lien

    3.62

    4.64

Stephanie Hunsaker

May 25, 2011

Page 7

    d.

    Tell us and enhance disclosures in future filings to provide a discussion of
how many borrowers are only paying the minimum amount due on the home equity loan.

Wells Fargo response:

In March 2011, for our total home equity portfolio, approximately 91% of our borrowers with
outstanding balances paid at least the minimum amount due, which included 41% of our borrowers
paying only the minimum amount due. We will include this disclosure in future filings.

    e.

    Describe the terms of the home equity loans in more detail. For example, tell
us how long the draw periods are for the loans and provide data on when the loans
convert to amortizing.

Wells Fargo response:

The majority of our junior lien loan products are amortizing payment loans with fixed interest
rates and repayment terms that range between 5 to 30 years. Junior lien loans with balloon payments
at the end of the repayment term represent a small portion of our junior lien loans.

Our first and junior lie