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June 20, 2011

VIA EDGAR AND ELECTRONIC MAIL

Stephanie L. 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 June 9, 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

Risk Management — Credit Risk Management, page 54

Table 25: Home Equity Portfolios, page 63

    1.

    We note your response to prior comment five in our letter dated May 11, 2011
and that 41% of your NHEG balances are in junior lien positions behind third party
first liens. In addition, we note from your response that you are not provided with
delinquency or default information on the first lien loan until the foreclosure sale.
Please explain to us how you take this information into consideration in your
determination of your general reserve for the home equity portfolio. Specifically,
discuss if the junior lien loans with positions behind third

Stephanie L. Hunsaker

June 20, 2011

Page 2

    party first liens are considered a separate pool for your calculation. If so, tell us
the qualitative factors you consider for the pool (i.e. trend of higher delinquencies,
etc.) and if the loss factors are weighted differently than the remaining home equity
loan portfolio.

Wells Fargo response:

We do not maintain a separate pool in our calculation of losses related to junior liens behind
third party first liens. Our approach is to incorporate the default rates for junior liens behind
delinquent first liens, which are higher when compared to non-delinquent first liens, into our
delinquency roll rate models that drive our overall loss forecasting calculations. We continuously
monitor and back test the performance of our loss forecasting calculations, and make necessary
refinements so that we encompass the most current information available, including all inherent
losses for our junior lien positions.

    2.

    Please tell us and disclose in future filings the portion of your TDRs in the
home equity portfolio that are in a junior lien position behind third party first
liens. In addition, tell us whether third party first lien holders contact you to
discuss modifications of both the first and junior liens combined and if so, how
susceptible you are to enter into these joint modifications if the junior lien you hold
is performing.

Wells Fargo response:

For our National Home Equity Group (representing 93% of our home equity portfolio), 48% of real
estate 1-4 family junior lien mortgage TDRs are in a junior lien position behind third party first
liens. We will include this disclosure for the entire home equity portfolio in future filings.

For modifications under the U.S. Treasury Department programs (HAMP/2MP), we receive notification
from a third party service provider who combines loan servicing information for financial
institutions implementing modifications under these programs. If a first lien holder completes a
HAMP modification, we generally complete a junior lien (2MP) modification. In substantially all
cases, our junior lien positions modified under 2MP were performing at the time of the
modification. Third party first lien holders typically do not contact us to discuss modifications
of their first and our junior lien combined. If contacted regarding a proposed joint modification
with a third party first lien holder for a performing junior lien position, we work directly with
the borrower to evaluate the proposed modification in accordance with our modification and
re-underwriting guidelines.

Liability for Mortgage Loan Repurchase, page 72

    3.

    We note your response to prior comment six in our letter dated May 11, 2011 and
the disclosures proposed for future filings. It appears that your proposed disclosure
of the high end of the range represents the high end of the range of “probable” losses,
instead of “reasonably possible” losses. Additionally, it is unclear why your proposed
disclosure would also indicate that for matters where an unfavorable outcome is
reasonably possible but not probable that

Stephanie L. Hunsaker

June 20, 2011

Page 3

    there may be a range of possible losses in excess of the established liability that
cannot be estimated as this amount should be captured in your estimate of the high end
of the range of possible losses. Please clarify what your proposed disclosure is
intending to capture and confirm that you will provide an estimate of reasonably
possible losses in excess of the amount accrued.

Wells Fargo response:

We will include in future filings an estimate of the reasonably possible losses in excess of the
accrued amount for our mortgage loan repurchase liability. We will revise future filings as
follows:

    The mortgage repurchase liability of $XX at June 30, 2011, represents our best estimate of
the probable loss that we may incur for various representations and warranties in the
contractual provisions of our sales of mortgage loans. Because the level of mortgage loan
repurchase losses depends upon economic factors, investor demand strategies and other
external conditions that may change over the life of the underlying loans, the level of the
liability for mortgage loan repurchase losses is difficult to estimate and requires
considerable management judgment. We maintain regular contact with the GSEs and other
significant investors to monitor and address their repurchase demand practices and concerns.
Because of the uncertainty in the various estimates underlying the mortgage repurchase
liability, there is a range of losses in excess of the recorded mortgage repurchase
liability that are reasonably possible. The estimate of the range of possible loss for
representations and warranties does not represent a probable loss, is based on currently
available information, significant judgment, and a number of assumptions that are subject to
change. The high end of this range in excess of our recorded liability was $XX at June 30,
2011.

    4.

    We note your response to prior comment seven in our letter dated May 11, 2011
and that 65% of the mortgage insurance rescission notices you received in 2010 resulted
in repurchase demands. In an effort to provide greater transparency of the risk and
exposure of repurchase demands due to mortgage insurance rescissions please disclose
the information from your response in future filings. Additionally, please clarify
whether you factor in projected mortgage insurance rescissions (as opposed to the
ultimate amount of mortgage insurance rescissions which result in a demand) into your
repurchase liability.

Wells Fargo response:

We will disclose the information from our response in future filings.

We incorporate projected mortgage insurance rescissions into our repurchase liability estimate.
Our estimation process incorporates projected mortgage insurance rescissions that we deem to be
probable to result in a repurchase demand.

Stephanie L. Hunsaker

June 20, 2011

Page 4

Note 8: Securitization and Variable Interest Entities, page 146

    5.

    We note your responses to prior comments 16 and 17 in our letter dated May 11,
2011. Please confirm to us that you do not hold any equity interest in the VIEs
discussed. In addition, consider revising your table of unconsolidated VIEs with which
you have significant continuing involvement to present separate debt and equity
interest columns in an effort to provide greater transparency.

    Wells Fargo response:

    We do not hold any equity interests in the VIEs discussed in our responses to prior comments 16 and
17 in our letter dated May 25, 2011. We will revise future filings to separately disclose the
amount of debt and equity interests that we hold in unconsolidated VIEs with which we have
significant continuing involvement.

    6.

    We note from your response to prior comment 18 in our letter dated May 11, 2011
that your exposure to loss associated with loans sold to the GSEs or GNMA are the same
as loans in other unconsolidated trusts for which servicing is your only continuing
involvement. Please tell us and revise to disclose in future filings if you have
received requests to repurchase loans from GNMA and describe the process in greater
detail, including the legal entity that makes the repurchase request if it differs
between FHA and VA collateral. As part of your response, please clarify whether your
GNMA securitizations have collateral mixed of FHA and VA loans and discuss how the
different levels of guarantee/loss reimbursement work for the FHA and VA loans.
Finally, please tell us the amount of VA losses you have recognized in excess of the VA
guarantee and whether there are any specific geographic concentrations where those
losses are occurring.

Wells Fargo response:

As an originator of an FHA insured or VA guaranteed loan, we are responsible for obtaining the
insurance with FHA or the guarantee with the VA. We do not typically receive repurchase requests
from GNMA, FHA/HUD or VA, however to the extent we are unable to obtain the insurance or the
guarantee, we can request to repurchase the loan from the GNMA pool. Such repurchases from GNMA
pools typically represent a self-initiated process upon discovery of the uninsurable loan (usually
within 180 days from funding of the loan). Alternatively, in lieu of repurchasing loans from GNMA
pools, we may be asked by the FHA/HUD or the VA to indemnify loans due to defects found in the Post
Endorsement Technical Review process or audits performed by FHA/HUD or the VA. Our liability for
mortgage loan repurchase losses incorporates probable losses associated with indemnified loans in
GNMA pools and uninsurable loans. During first quarter 2011, we resolved losses against the
reserve of $3 million associated with these indemnifications and GNMA repurchases.

Stephanie L. Hunsaker

June 20, 2011

Page 5

We do have a collateral mix of FHA and VA loans in our GNMA securitizations. As of December 31,
2010, approximately 80% of the loans we service in GNMA securitizations are FHA insured
loans, and the remaining 20% are VA guaranteed loans.

As a servicer of FHA loans, we incur certain unreimbursed costs associated with delinquent loans,
such as unreimbursed interest advances, 25% of attorney’s fees, and other expenses that
exceed allowable amounts under the servicing contract. Unreimbursed interest advances include the
first two months of interest advanced on delinquent loans, the difference between the advanced
interest to the investor and the interest reimbursement rate (as defined by HUD) and curtailed
interest in situations where contractual default management timelines are not met. Other than the
potential risk of a denied insurance claim (as discussed in the response to comment 7 below), there
is no risk of principal loss on an FHA insured loan.

As a servicer of VA loans, we incur certain unreimbursed costs associated with delinquent loans,
such as curtailed interest in situations where contractual default management timelines are not met
and when other expenses exceed allowable amounts. Additionally, we are responsible for principal
losses on VA loans in those situations where the total borrower indebtedness exceeds the sum of the
property value (adjusted for VA’s costs to sell the property) and the VA maximum guarantee amount.

For the year ended December 31, 2010, we incurred total unreimbursed foreclosure costs of $175
million associated with VA maximum guarantee claims (including the principal losses associated with
maximum guarantee claims). For the year ended December 31, 2010, for VA claims that did not reach
the maximum guarantee, we incurred total unreimbursed foreclosure costs of approximately $7
million. For the year ended December 31, 2010, approximately one-half of the VA claims were maximum
guarantee claims. Given the structure of the VA reimbursement based on property value and maximum
guarantee, we are more likely to have maximum guarantee claims in geographical areas that have
experienced a relatively higher level of house price depreciation. The following table summarizes
the top 5 states where we have experienced a higher level of maximum guarantee claim losses:

2010 Unreimbursed Foreclosure Costs for Maximum Guarantee VA Claims

($ in millions)

    State

    Total Cost

    % of Total

    FL

    $
    30

    17
    %

    AZ

    25

    14

    CA

    21

    12

    NV

    19

    11

    MI

    7

    4

    All other

    73

    42

    Total

    $
    175

    100
    %

Stephanie L. Hunsaker

June 20, 2011

Page 6

***************************************

We will revise future filings as follows:

    Table 26 provides the number of unresolved repurchase demands and mortgage insurance
rescissions. We generally do not have unresolved repurchase demands from the FHA or VA for
loans in GNMA-guaranteed securities because those demands are relatively few and we quickly
resolve them. We do not typically receive repurchase requests from GNMA, FHA/HUD or VA.
As an originator of an FHA insured or VA guaranteed loan, we are responsible for obtaining
the insurance with FHA or the guarantee with the VA. To the extent we are not able to
obtain the insurance or the guarantee we can request to repurchase the loan from the GNMA
pool. Such repurchases from GNMA pools typically represent a self-initiated process upon
discovery of the uninsurable loan (usually within 180 days from funding of the loan).
Alternatively, in lieu of repurchasing loans from GNMA pools, we may be asked by the FHA/HUD
or the VA to indemnify loans due to defects found in the Post Endorsement Technical Review
process or audits performed by FHA/HUD or the VA. Our liability for mortgage loan
repurchase losses incorporates probable losses associated with indemnified loans in GNMA
pools and uninsurable loans.

    7.

    As a related matter, we note that FHA and VA loans have high delinquency rates,
but given the guarantees provided by the U.S. Government, you continue to keep the
loans on accrual status. In this regard, we note that as of March 31, 2011, you have
$17.9 billion of these loans that are 90 days past due but still on accrual status.
Please tell us whether you have experienced any increases in denials of claims from the
U.S. Government on these types of loans.

Wells Fargo response:

We have not experienced an increase in denials of claims for FHA or VA loans. For 2010, on all FHA
claims submitted, we incurred losses of $5 million associated with denied claims on approximately
0.3% of claims filed. For VA claims filed in 2010, we incurred losses of $500,000 due to
denied claims, representing approximately 0.1% of total VA claims filed.

HUD does not allow conveyance of properties damaged by fire, flood, earthquake, tornado, hurricane
and boiler explosion or mortgagee neglect (defined as failure to inspect, secure or maintain a
property timely and prudently). In certain situations as servicer of FHA loans, we may choose not
to file a claim for insurance if the costs to repair a damaged property (in order to make the
property conveyable to HUD) are estimated to be in excess of the insurance claim. For 2010, we
incurred losses of $6 million associated with situations where we decided to incur the loss on the
property instead of repair