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Howard I. Atkins

Senior Executive Vice President

Chief Financial Officer

420
Montgomery Street

12th Floor

San Francisco, CA 94104

January 18, 2008

Paul Cline, Senior Accountant

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4561

Washington, DC 20549

    Re:

    Wells Fargo & Company

Form 10-K for the Fiscal Year Ended December 31, 2006

Form 10-Q for the Fiscal Quarter Ended September 30, 2007

Forms 8-K filed May 31, 2007, June 7, 2007, July 9, 2007 and November 7, 2007

File No. 001-02979

Dear Mr. Cline:

In response to the comments by the Commission’s staff (“Staff”) contained in your letter dated
January 9, 2008, to Wells Fargo & Company (“Wells Fargo” or the “Company”), we submit the following
information.

SEC Request

    1.

    We note your response to our prior comment 2 in our letter dated November 15, 2007.
Please expand your proposed disclosures to include a discussion of the company’s
definition of foreseeable future under paragraph 8(a) of SOP 01-6.

Wells Fargo Response

The following disclosure will be included in Note 1, Summary of Significant Accounting Policies, to
our consolidated financial statements to be included in our 2007 Form 10-K:

Mortgages held for sale (MHFS) include commercial and residential mortgages originated for sale and
securitization in the secondary market, which is our principal market, or for sale as whole loans.
At origination, our lines of businesses are authorized to originate held for investment loans that
meet or exceed established loan product profitability criteria, including minimum positive net
interest margin spreads in excess of funding costs. When a determination is made at the time of
commitment to originate loans as held for investment, it is our intent to hold these loans to
maturity or for the “foreseeable future”, subject to periodic review under our corporate
asset/liability management process. Consistent with our core

Paul Cline, Senior Accountant

January 18, 2008

Page 2

banking business of managing the spread between the yield on our assets and the cost of our funds,
loans are periodically reevaluated to determine if our minimum net interest margin spreads continue
to meet our profitability objectives. If subsequent changes in interest rates significantly impact
the ongoing profitability of certain loan products, we may subsequently change our intent to hold
these loans and we would take actions to sell such loans in response to the Company’s
Asset/Liability Management Committee’s directives to reposition our balance sheet because of the
changes in interest rates. Such Asset/Liability Management Committee directives identify both the
type of loans (for example 3/1, 5/1, 10/1 and relationship ARMs as well fixed rate loans) to be
sold and the weighted average coupon rate of such loans no longer meeting the Company’s ongoing
investment criteria. Upon the issuance of such directives, we immediately transfer these loans to
the MHFS portfolio at the lower of cost or market.

SEC Request

    2.

    Please refer to our prior comment 3 in our letter dated November 15, 2007. We note
that you present capitalized mortgage servicing rights as a use of cash in the investing
section of the cash flow statements within the other changes in MSRs line item. Because
mortgage servicing rights do not exist until they are separated from the associated loans
when the loans are sold, these amounts represent a non-cash transaction. Specifically,
upon sale of the loans, the amounts related to the mortgage servicing rights are
reclassified on the balance sheet from loans held for sale to mortgage servicing rights,
which is a non-cash transaction. Please revise accordingly.

Wells Fargo Response

In future filings we will separately disclose additions to mortgage servicing rights from
securitizations or asset transfers as a non-cash transaction in the statement of cash flows for all
periods presented.

SEC Request

    3.

    Please refer to our prior comment 4 in our letter dated November 15, 2007. Please
tell us the following information related to the hedging relationships for which you used
the short-cut method of hedge effectiveness assessment during the first five months of
2006 and prior periods:

    •

    Please provide an analysis of how you determined the effect of using the short-cut
method of hedge effectiveness assessment for your trust preferred securities that
contained a deferral feature was immaterial for each prior period;

    •

    Please tell us the reasons why you discontinued the use of the short-cut method of

Paul Cline, Senior Accountant

January 18, 2008

Page 3

    hedge effectiveness assessment for your hedged certificates of deposits. Please
tell us the terms of the hedged items and the hedging instruments. To the extent that
the impact of using the short-cut method to assess hedge effectiveness for these
instruments was immaterial to all prior periods, please provide a materiality analysis
for each impacted period;

    •

    Please tell us the hedging instruments and hedged items for which you used the
matched terms of hedge effectiveness assessment. Tell us how you determined these
relationships met the criteria to use the matched terms of hedge effectiveness
assessment under paragraph 65 of SFAS 133 and tell us each critical term of the hedged
item and the hedging instrument. To the extent you believe the impact of using the
matched terms method of assessing hedge effectiveness to be immaterial to prior
periods, please provide us with your analysis.

Wells Fargo Response

We discontinued use of the short-cut and matched terms methods of assessing hedge effectiveness by
June 1, 2006, out of an abundance of caution rather than from any errors in the application of
these permitted methods. Based on discussions with our auditors and other industry participants,
we determined using the short-cut method and matched terms method carried with it additional
accounting risk due to the potential shifting interpretations of certain provisions of paragraphs
65 and 68 of SFAS 133. We concluded this risk could be mitigated by converting to the long-haul
method using regression analysis. As such, we voluntarily made this change, even though, as
indicated in our letter December 14, 2007, we had no instances (except for hedges of trust
preferred securities) where such relationships did not qualify for the short-cut or matched terms
method.

We discontinued use of the short-cut method for trust preferred securities that included an
interest deferral feature on December 31, 2005. We have included as Exhibit 1 the materiality
analysis performed at the time to support our conclusion that this method was immaterial to prior
periods.

For hedges of certificates of deposits that used the short-cut method we have presented as Exhibit
2 the terms of the hedging instruments and hedged items. We determined that all criteria to use
the short-cut method of assessing hedge effectiveness under paragraph 68 of SFAS 133 were met,
including that the interest rate swap had a fair value of zero at inception of the hedging
relationship. At December 31, 2005, the swaps had a fair value of $13.2 million.

For the two hedging relationships where we used the matched terms method of assessing hedge
effectiveness, the hedging instruments had a total fair value of $(4.8) million as of December 31,
2005. We have presented the terms of the hedging instrument and hedged item in Exhibit 3. Those
hedging relationships involved designating a single interest rate swap hedging a

Paul Cline, Senior Accountant

January 18, 2008

Page 4

single long term debt instrument where the performance of the hybrid instrument notes is
linked to indices other than interest rates, such as an equity index. Please refer to our response
to the Staff’s previous comment 7 in our letter dated December 14, 2007, that describes our
accounting treatment for these notes. Specifically, the hedged item designated in these
relationships was the “host” debt instrument, resulting from separation of the embedded derivative
from the hybrid instrument. We determined the criteria to use the matched terms method of
assessing hedge effectiveness under paragraph 65 of SFAS 133 were met because the critical terms of
hedging instrument and hedged item were the same.

SEC Request

    4.

    In Exhibit 1 of your response filed with the Commission on December 14, 2007, we note
that you use regression analysis to assess hedge effectiveness for a number of your
hedging relationships. Please tell us the following information:

    •

    For each type of asset and liability and each specific risk being hedged, please
tell us the regression outputs you consider when assessing whether these hedges are
expected to be highly effective during the period that the hedge is designated.

    •

    Tell us the extent to which you exclude any outputs from your consideration of
effectiveness.

    •

    If you do exclude certain outputs, tell us your basis for doing so. Specifically
reference the appropriate sections of SFAS 133, including any applicable DIG Issues
that support this approach.

Wells Fargo Response

We believe SFAS 133 and related DIG Issues do not specifically identify which outputs to include or
exclude in evaluation of regression analysis. For all periods presented, we have considered the
coefficient of determination (R-square) and the slope coefficient when using regression analysis to
assess the effectiveness of our hedge relationships. Upon conversion
from the short-cut method to
the long-haul method, we re-evaluated our use of regression outputs for these relationships. We
determined that the evaluation of the t-statistic was a meaningful output and began to use this
output to supplement the slope coefficient for these hedge relationships beginning in 2006. Our
determination was based on discussions with our auditors and review of then current industry
practice1.

We acknowledge the existence of multiple standard outputs of a simple regression analysis,
however, our consideration of effectiveness focuses on evaluation of R-square and the

    1

    We believe industry practice had evolved based on SEC Staff
comments made at the AICPA National Conference on Current
SEC Developments on December 11, 2003 by John J. James,
Professional Accounting Fellow in the Office of the Chief Accountant.

Paul Cline, Senior Accountant

January 18, 2008

Page 5

slope coefficient (supplemented in 2006 with the use of t-statistic as discussed above).

Our basis for focusing on the R-square and slope coefficient was that we believe these two
outputs adequately represent the performance of our hedging relationships. In establishing and
monitoring a hedging relationship, we focus on the hedge ratio. The hedge ratio determines how
many units of the hedging instrument are used to hedge one unit of the hedged item. The slope
determines the value of the hedge ratio and the R-square indicates the correlation between the
hedging instrument and the hedged item. We believe consideration of the R-square and slope
coefficient outputs demonstrates the degree of effectiveness of the hedging relationship and the
statistical validity of the regression analysis. Additionally, as discussed above, we further
strengthened our regression analysis by supplementing the slope coefficient with a t-statistic
evaluation, which indicates our range of confidence in the slope coefficient.

SEC Request

    5.

    In Exhibit 1 of your response filed with the Commission on December 14, 2007, we note
that you utilize the dollar offset method for assessing hedge effectiveness for certain of
your equity securities hedged with equity collars. Please tell us whether there have been
any instances in which you failed the dollar off-set method (i.e., outside the range of
80% — 125%) and yet still concluded that the relationship was highly effective and
continued to apply hedge accounting. If so, tell us what additional procedures you
performed and how you concluded it was appropriate to continue to apply hedge accounting.

Wells Fargo Response

We have had no instances which the dollar offset method of assessing hedge effectiveness has failed
(i.e., outside the range of 80%-125%) for our relationships involving equity collars designated as
hedging certain equity securities. We have no other hedging relationships where we use the dollar
offset method to assess hedge effectiveness.

SEC Request

    6.

    Please refer to our prior comment 5 in our letter dated November 15, 2007. We have
reviewed your response, and the information included in Exhibit 3 of your letter. Please
provide the full materiality analysis given in draft form to the Staff on November 20,
2007. To the extent you believe the information to be proprietary,
please redact the relevant portions of your analysis and file a FOIA request with your
response.

Paul Cline, Senior Accountant

January 18, 2008

Page 6

Wells Fargo Response

We have included as Exhibit 4 the full materiality analysis that was previously provided to the
Staff on November 20, 2007.

The Company acknowledges that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    The Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Questions concerning the information set forth in this letter may be directed to Richard D. Levy,
Executive Vice President and Controller, at (415) 222-3119 or me at (415) 396-4638.

Very truly yours,

/s/ HOWARD I. ATKINS

Howard I. Atkins

Senior Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

    cc:

    Rebekah Moore

Richard D. Levy

EXHIBIT 1

WELLS
FARGO RESPONSE DATED JANUARY 18, 2008 TO SEC COMMENT

LETTER

MATERIALITY ANALYSIS FOR APPLICATION OF SHORTCUT METHOD TO

TRUST PREFERRED SECURITIES

    TO:

    Files

    FROM:

    Dan Christopherson,
(Manager
of Financial Oversight)

    DATE:

    February 23, 2006

    RE:

    Trust Preferred Securities – Financial Statement Impact

Background:

From August 2001 through December 31, 2005, Wells Fargo & Company (the Company) issued seven series
of Trust Preferred Securities (TPS) with a cumulative balance of $3.15 billion. TPS, in order to
qualify for Tier 1 capital, needs to have an interest deferral provision during which no interest
is paid. Interest rate swaps with a notional of $3.15 billion were used to hedge these TPS and
were accounted for under the “shortcut” method (paragraph 68 of FAS 133.) In 2001 when the
Company entered into the first hedging relationship, the practice of using the shortcut method was
followed by many in the Financial Services industry and was reviewed and signed-off by KPMG.

As of December 31, 2005, there were no new promulgations by the SEC and FASB on this subject.
However, it came to our attention in February, 2006 the SEC had raised a concern at other banks and
was focused on the fact that terms of the interest rate swap used in the hedge are not exactly
aligned with the underlying terms of the trust preferred debt. KPMG, out of abundance of caution,
and in deference to the SEC’s recent inquiries on this matter has included the impact of using the
short-cut method for hedging trust preferred debt as a new audit difference but specifically has
not called this out as a SOX 404 deficiency.

Materiality Assessment

Quantitative Evaluation

The Company quantified the impact of this matter on (1) the balance sheet as of December 31, 2005
and (2) the income statements for 2005, 2004 and 2003 and all quarters therein.

On the balance sheet the impact to th