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Howard I. Atkins

Senior Executive Vice President

Chief Financial Officer

420
Montgomery Street

12th Floor

San Francisco, CA 94104

hia@wellsfargo.com

March 4, 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
February 26, 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 1 in our letter dated January 9, 2008. It
remains unclear what your actual definition of foreseeable future is. Please revise your
disclosures in future filings to provide a specific disclosure of the definition of
foreseeable future that you use when you determine the classification of loans upon
origination.

Wells Fargo Response

We have clarified the definition of “foreseeable future” in our 2007 Form 10-K as follows (emphasis
added):

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

Paul Cline, Senior Accountant

March 4, 2008

Page 2

process. In determining the “foreseeable future” for these loans, management
considers 1) the current economic environment and market conditions, 2) our business
strategy and current business plans, 3) the nature and type of the loan receivable,
including its expected life, and 4) our current financial condition and liquidity
demands. Consistent with our core 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 Corporate
ALCO directives to reposition our balance sheet because of the changes in interest rates.
Such Corporate ALCO directives identify both the type of loans (for example 3/1, 5/1,
10/1 and relationship adjustable-rate mortgages (ARMs), as well as specific fixed-rate
loans) to be sold and the weighted-average coupon rate of such loans no longer meeting
our 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 value.

SEC Request

    2.

    Please refer to our prior comment 2 in our letter dated January 9, 2008. The
inclusion of capitalized mortgage servicing rights from loan sales or securitizations
appears to be an error. Please revise your statement of cash flows to separately present
capitalized MSR’s as a non-cash transaction. Alternatively, if you believe this error is
not material to your financial statements, please provide us with your materiality
analysis.

Wells Fargo Response

We have clarified in Note 1 (Summary of Significant Accounting Policies) to Financial Statements
included in our 2007 Form 10-K the presentation of capitalized MSRs from securitizations and asset
transfers as non-cash transactions in the statement of cash flows. As described in our disclosure,
the amounts related to 2006 and 2005 are not material. Attached as Exhibit 1 is the Company’s
materiality analysis related to those periods. Our disclosure is as follows:

In 2006 and 2005, our consolidated statement of cash flows reflected mortgage servicing
rights (MSRs) from securitizations and asset transfers, as separately detailed in Note 9
(Mortgage Banking Activities), of $4,118 million and $2,652 million, respectively, as an
increase to cash flows from operating activities with a corresponding decrease to cash
flows from investing activities. We have revised our consolidated statement of cash
flows to appropriately reflect the proceeds from sales of mortgages held for sale (MHFS)
and the related investment in MSRs as

Paul Cline, Senior Accountant

March 4, 2008

Page 3

non-cash transfers from MHFS to MSRs. The impact of the adjustments was to decrease net
cash provided by operating activities from $32,094 million to $27,976 million in 2006,
increase net cash used by operating activities from $9,333 million to $11,985 million in
2005, decrease net cash used by investing activities from $20,700 million to $16,582
million in 2006, and decrease net cash used by investing activities from $30,069 million
to $27,417 million in 2005. These revisions to the historical financial statements were
not considered to be material.

SEC Request

    3.

    Please refer to our previous comment 4 in our letter dated January 9, 2008. We note
that in 2006, you began considering t-test in addition to the r2 and slope to
supplement the slope coefficient for hedging relationships for which you used regression
analysis to assess hedge effectiveness. Please tell us the following for periods prior to
2006:

    •

    Tell us whether, based on your methodology, you could pass the r2
and slope tests and fail T-test and still conclude that the hedge is highly
effective. If so, please tell us the basis for this conclusion; and,

    •

    If you do not have reason to believe you would have passed the slope and
t-test for these hedge relationships, please tell us whether you believe the
impact of not applying hedge accounting for these hedges would have been material
to the annual and quarterly periods for the relevant periods in 2006 and for
2005.

Wells Fargo Response

We have consistently applied the parameters that we use to consider hedging relationships to be
highly effective under R-square and slope for all periods presented, and having experienced no
issues or problems passing the t-statistical assessment since its introduction in mid-2006,
believed that we would have passed the t-statistic test for all relevant periods in 2006 and 2005.
This conclusion has been validated by our performing an in-depth review of our actual results. We
performed and passed the t-statistical evaluation on all hedging relationships involving MSRs,
MHFS, floating-rate long-term debt and floating-rate commercial loans (these items collectively
represent 99% of our hedging relationships that use regression analysis, based upon notional
amount) for 2005 and 2006. Additionally, for the remaining hedging relationships (commercial real
estate mortgage loans held for sale) we performed and passed the t-statistic evaluation on a
representative sample for these same periods.

Paul Cline, Senior Accountant

March 4, 2008

Page 4

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:

    Brittany Ebbertt

Richard D. Levy

EXHIBIT 1

WELLS FARGO RESPONSE DATED MARCH 4, 2008 TO SEC COMMENT LETTER

EVALUATION OF MATERIALITY RELATED TO THE INCLUSION OF

CAPITALIZED MORTGAGE SERVICING RIGHTS FROM LOAN SALES OR

SECURITIZATIONS AS CASH ITEMS IN THE STATEMENT OF CASH FLOWS

Executive Summary:

In 2006 and 2005, and during the first 3 quarters of 2007, Wells Fargo & Company (the Company)
included in statement of cash flows capitalized mortgage servicing rights from loan sales or
securitizations as an increase to cash flows from operating activities with a corresponding
decrease to cash flows from investing activities, which is consistent with what we believed to be
industry practice.

The Company received a comment letter from the SEC on January 9, 2008 which clarified that the
inclusion of capitalized mortgage servicing rights from loan sales or securitizations should be
revised in the statement of cash flows as a non-cash transaction. 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 the sale of 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.

As a result of the January 9, 2008 letter, the Company agrees with the SEC and has revised its
statement of cash flows to appropriately reflect the proceeds from sales of mortgages held for sale
and the related investment in mortgage servicing rights as non-cash transactions separately shown
in the supplemental disclosures of cash flow information on the statement of cash flows in its
December 31, 2007 financial statements. The Company has also disclosed the corrections in Note 1:
Summary of Significant Accounting Policies to the consolidated financial statements contained in
its 2007 Annual Report.

Below is the impact to the December 31, 2006 and 2005 statements of cash flows, which have been
corrected in the 2007 Form 10-K:

    Total Cash Provided (Used) by:

    (in millions)

    Operating Activities

    Investing Activities

    Financial

    Amount of

    As

    As

    %

    As

    As

    %

    Statements

    Misstatement

    reported

    adjusted

    Impact

    reported

    adjusted

    Impact

    12/31/2006

    4,118

    32,094

    27,976

    12.8
    %

    (20,700
    )

    (16,582
    )

    19.9
    %

    12/31/2005

    2,652

    (9,333
    )

    (11,985
    )

    28.4
    %

    (30,069
    )

    (27,417
    )

    8.8
    %

The Company performed an analysis and determined the corrections made to the statement of cash
flows were not material, either quantitatively or qualitatively, for the years ended December 31,
2006 or 2005. Following summarizes the basis for this conclusion:

    •

    Financial institutions with significant lending categorized as held for sale or
trading operations have significant fluctuations in operating cash flows with no real
change in the volume of business or actual revenue streams. This results from the
timing of the originations and sales of these products. These large fluctuations from
period to period with no change in the business fundamentals are evidenced in our cash
flow statements for the three years ended December 31, 2007.

1

    Loans originated to hold for investment are shown as investing cash flows which results
in loans ending up in different locations in the statement of cash flows depending on
whether they were originated as held for sale or investment.

    As a result, it is necessary to combine the operating and investing cash flows to
analyze a bank’s deployment of financing funds.

    It is important to note that the combined totals of operating and investing cash flows
were not impacted by the corrections. Further, the corrections in the context of the
financial statements are minor and a reasonable person would not view it as important to
an evaluation of a bank’s performance.

    •

    Analyst reports for the Company, and inquiries made by analysts to our investor
relations department, typically do not involve the statement of cash flows. Typical
metrics focused on are net interest margin, various credit quality metrics,
profitability ratios (return on assets / return on common equity / efficiency ratios),
average balance sheet amounts (loan / deposit growth), and noninterest income amounts.
None of these metrics were affected by the corrections.

    •

    The amounts were previously disclosed in the Mortgage Banking Activities footnote to
the financial statements for all periods presented.

    •

    The misstatement did not mask a trend in earnings or other trends, hide a failure to
meet analysts’ consensus, did not change a loss into income or vice versa, was not a
result of an intentional misstatement, was not a result of an error concerning a
specific segment or other portion of the Company’s business, was not made in order to
conceal any unlawful transactions or accounting events, did not affect the Company’s
regulatory compliance, and was not taken in order to increase management’s
compensation.

Materiality Assessment:

SAB 99 emphasizes the SEC staff’s view that registrants and auditors should not exclusively rely on
any percentage or numerical threshold to determine whether misstatements are material to financial
statements. It indicates that materiality concerns the significance of an item to users of a
registrant’s financial statements, and that a matter is “material” if there is substantial
likelihood that a reasonable person would consider it important. SAB 99 includes several factors
to assist a registrant in making its determination of whether items individually, and in the
aggregate, are material to its financial statements. The Company has evaluated each of these
factors in the following section — SAB 99 Question 1 Analysis. Additionally, this document
includes an analysis of SAB 99 Question 2 which concerns intentional misstatements.

SAB 99 Question 1 Analysis:

The interpretive response to Question 1 in SAB 99 indicates, “The use of a percentage as a
numerical threshold, such as 5%, may provide the basis for a preliminary assumption that — without
considering relevant circumstances — a deviation of less than the specified percentage with
respect to a particular item on the registrant’s financial statements is unlikely to be material.”
It continues, “But quantifying, in percentage terms, the magnitude of a misstatement is only the
beginning of an analysis of all relevant considerations. Materiality concerns the significance of
an item to users of a registrant’s financial statements. A matter is “material” if there is a
substantial likelihood that a reasonable person would consider it important.” The SAB lists out
certain qualitative considerations that should be considered, as follows:

2

1. Whether the misstatement arises from an item of precise measurement or whether it arises from an
estimate and, if so, the degree of imprecision inherent in the estimate.

Wells Fargo Analysis:

The misstatement does not arise as an item of imprecise measurement or from a change in
estimate. It is a correction of an error that is readily quantifiable. The Company
believes that it was following industry practice by including capitalized mortgage
servicing rights from loan sales or securitizations in its statement of cash flows as
part of operating and investing activities. However, in response to the SEC comment
letter received January 9, 2008, the Company has corrected these amounts as non-cash
transactions in the statement of cash flows.

2. Whether the misstatement masks a change in earnings or other trends.

W