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February 24, 2009

VIA EDGAR

Kevin W. Vaughn

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4561

Washington, D.C. 20549

    Re:

    Wells Fargo & Company

Form 8-K

Filed January 28, 2009

File No. 001-02979

Dear Mr. Vaughn:

Pursuant to our discussions with members of the staff of the Securities and Exchange Commission and
based on our explanations of the technical literature and the timeline for drafting expanded
disclosures, we have mutually agreed to reflect the revisions to our disclosures that you have
requested in your letter dated February 2, 2009 in our upcoming filing on Form 10-K.

Set forth below are the previously discussed responses by Wells Fargo & Company (“Wells Fargo”) to
comments of the Staff of the Division of Corporation Finance that were included in your
correspondence dated February 2, 2009. The items detailed below include, for your reference, the
Staff’s comments and Wells Fargo’s response.

Wells Fargo Form 8-K Filed January 28, 2009

SEC Comment

    1.

    We note your disclosure of the metric “Allowance as a % of nonperforming loans” on page
three of your press release. It appears the numerator of this metric (Allowance for Loan
Losses) includes both the legacy Wells Fargo allowance for loan
losses as well as the
legacy Wachovia allowance for loans losses that was brought over during the application of
purchase accounting and through a conforming adjustment provision

Wells Fargo & Company

February 24, 2009

Page 2

    during the fourth quarter.
However, it appears that the denominator of metric (Nonperforming Loans) excludes the
nonperforming loans of Wachovia, which may be due to your interpretation of the guidance in SOP 03-3 which was applied to certain of the
loans acquired from Wachovia.

    Given the material effect on this metric, please revise to discuss the effect of the
Wachovia transaction on this metric. In this regard, the following clarifications would be
helpful and appear necessary to explain the effects of your policies for classifying loans
as nonperforming and the effects of purchase accounting on this metric:

SEC Comment

    a.

    Disclosure that the nonperforming loans acquired from Wachovia are
excluded from the denominator of the calculation notwithstanding the fact that they
were classified as nonperforming by Wachovia prior to the closing of the transaction
on December 31, 2008.

Wells Fargo Response

    With respect to Wells Fargo’s 2008 Annual Report on Form 10-K, in response to your
comment, we expect to include the following disclosures in the Risk Management —
Allowance for Credit Losses section and in the Balance Sheet Analysis — Loan
Portfolio section:

    Risk Management — Allowance for Credit Losses

    At December 31, 2008, the allowance for loan losses totaled $21.0
billion (Wells Fargo and Wachovia) (2.43% of total loans), compared
with $5.3 billion (Wells Fargo only) (1.39%), at December 31, 2007.
The allowance for credit losses was $21.7 billion (2.51% of total
loans) at December 31, 2008, and $5.52 billion (1.44%) at December
31, 2007. The allowance for loan losses and the allowance for credit
losses do not include any amounts related to loans acquired from
Wachovia that are accounted for under SOP 03-3 (Wachovia’s allowance
related to these loans was $12.0 billion), and loans acquired from
Wachovia are included in total loans net of related purchase
accounting net write-downs. These ratios fluctuate from period to
period and the increase in the ratios of the allowance for loan
losses and the allowance for credit losses to total loans in 2008
was primarily due to the $8.1 billion credit reserve build in 2008
that included $3.9 billion to conform estimated loss emergence
coverage periods to the most conservative of each company within
FFIEC guidance as described below. The reserve for unfunded credit
commitments was $698 million at December 31, 2008, and $211 million
at December 31, 2007.

Wells Fargo & Company

February 24, 2009

Page 3

    The ratio of the allowance for credit losses to total nonaccrual
loans was 319% and 206% at December 31, 2008 and 2007,
respectively. The increase in this ratio reflects the addition of
$9.3 billion (including $1.5 billion of conforming and purchase
accounting adjustments) of Wachovia allowance for credit losses, but
excludes $20.0 billion of SOP 03-3 loans that were previously
reflected as nonaccrual by Wachovia. This ratio may fluctuate
significantly from period to period due to such factors as the mix
of loan types in the portfolio, borrower credit strength and the
value and marketability of collateral. Over half of nonaccrual loans
were home mortgages, auto and other consumer loans at December 31,
2008. Nonaccrual loans are generally written down to fair value less
cost to sell at the time they are placed on nonaccrual and accounted
for on a cost recovery basis.

    The ratio of the allowance for loan losses to annual net charge-offs
was 268%, 150% and 175% at December 31, 2008, 2007 and 2006,
respectively. The increase in this ratio primarily relates to the
addition of $8.7 billion (including $1.2 billion of conforming
adjustments) from Wachovia while net charge-offs do not include any
amounts from Wachovia as the acquisition closed at year end. This
ratio may fluctuate significantly from period to period due to many
factors, including general economic conditions, customer credit
strength and the marketability of collateral. While we consider the
ratio of the allowance for loan losses to annual net charge-offs,
such trends are not determinative in and of themselves, as we use
several analytical tools in determining the adequacy of the
allowance for loan losses. The allowance for loan losses reflects
management’s estimate of credit losses inherent in the loan
portfolio based on loss emergence periods of the respective loans,
underlying economic and market conditions, among other factors. See
“Critical Accounting Policies — Allowance for Credit Losses” for
additional information. The allowance for loan losses at December
31, 2008, also includes the allowance acquired from the Wachovia
acquisition, while 2008 net charge-offs do not include activity
related to Wachovia.

    The provision for credit losses totaled $16.0 billion in 2008, $4.9
billion in 2007 and $2.2 billion in 2006. In 2008, the provision
included a credit reserve build of $8.1 billion in excess of net
charge-offs, which included $3.9 billion to conform loss emergence
coverage periods to the most conservative of each company within
FFIEC guidance. Of the $3.9 billion, $2.7 billion related to Wells
Fargo consumer loans to extend the loss emergence period to 12
months of estimated incurred losses for all consumer portfolios, a
period which is FFIEC compliant and which

Wells Fargo & Company

February 24, 2009

Page 4

    best fits the projected
loss emergence period of the combined Company’s consumer loan
portfolio, and is consistent with Wells
Fargo consumer loan portfolio loss emergence trends reflecting our
increased loss mitigation efforts.

    The remaining $1.2 billion conforming adjustment was related to an
increase in the allowance for loan losses for legacy Wachovia
commercial and Pick-a-Pay portfolios to align the respective Wells
Fargo methodology. The remainder of the reserve build was
attributable to higher projected loss rates across the majority of
the consumer credit businesses, and some credit deterioration and
growth in the wholesale portfolios. In 2007, the provision included
$1.4 billion in excess of net charge-offs, which was our estimate of
the increase in incurred losses in our loan portfolio at year-end
2007, primarily related to the Home Equity portfolio.

    Balance Sheet Analysis — Loan Portfolio

    A discussion of average loan balances is included in “Earnings
Performance — Net Interest Income” and a comparative
schedule of average loan balances is included in Table 3; year-end
balances are in Note 6 (Loans and Allowance for Credit Losses) to
Financial Statements.

    Total loans at December 31, 2008, were $864.8 billion, up $482.6
billion from $382.2 billion at December 31, 2007, including $446.1
billion (net of $30.5 billion of purchase accounting net
write-downs) acquired from Wachovia. Consumer loans were $474.9
billion at December 31, 2008, up $253.0 billion from $221.9 billion
a year ago, including $246.8 billion (net of $21.0 billion of
purchase accounting net write-downs) acquired from Wachovia.
Commercial and commercial real estate loans of $356.1 billion at
December 31, 2008, increased $203.3 billion from a year ago,
including $171.4 billion (net of $7.9 billion of purchase accounting
net write-downs) acquired from Wachovia. Mortgages held for sale
decreased to $20.1 billion at December 31, 2008, from $26.8 billion
a year ago, including $1.4 billion acquired from Wachovia.

    A summary of the major categories of loans outstanding showing those
subject to SOP 03-3 is presented in the following table. For further
detail on SOP 03-3 loans see Note 1 (Summary of Significant
Accounting Policies — Loans) and Note 6 (Loans and Allowance for
Credit Losses).

Wells Fargo & Company

February 24, 2009

Page 5

Table 8: LOAN PORTFOLIOS

    December 31,

    2008

    All

    SOP 03-3

    other

    (in millions)

    loans

    loans

    Total

    2007

    Commercial and commercial real estate:

    Commercial

    $
    4,580

    $
    197,889

    $
    202,469

    $
    90,468

    Other real estate mortgage

    7,762

    95,346

    103,108

    36,747

    Real estate construction

    4,503

    30,173

    34,676

    18,854

    Lease financing

    —

    15,829

    15,829

    6,772

    Total commercial and commercial real estate

    16,845

    339,237

    356,082

    152,841

    Consumer:

    Real estate 1-4 family first mortgage

    39,214

    208,680

    247,894

    71,415

    Real estate 1-4 family junior lien mortgage

    728

    109,436

    110,164

    75,565

    Credit card

    —

    23,555

    23,555

    18,762

    Other revolving credit and installment

    151

    93,102

    93,253

    56,171

    Total consumer

    40,093

    434,773

    474,866

    221,913

    Foreign

    1,859

    32,023

    33,882

    7,441

    Total loans

    $
    58,797

    $
    806,033

    $
    864,830

    $
    382,195

SEC Comment

    b.

    Disclosure that judgment is required in evaluating whether nonperforming
loans acquired from Wachovia and accounted for under SOP 03-3 should be classified
as nonperforming upon acquisition, your conclusion that they should not, the basis
in the accounting literature for your conclusion, and disclosure that other
companies may reach a different conclusion.

Wells Fargo Response

    We believe that judgment is required in evaluating whether nonperforming loans should
be returned to performing status at the time of the acquisition of the loan. As
noted in paragraph 6 of the SOP 03-3, “Recognition of income under this SOP is
dependent on having a reasonable expectation about the timing and amount of cash
flows expected to be collected.” Additionally, as noted in the AICPA Technical
Practice Aid Section 2130.14: Receivables, “The SOP is applicable to all loans within
its scope, including non-accrual loans. The accrual accounting specified in the SOP
should be applied if the investor is able to estimate expected cash flows, including
cash flows resulting from foreclosure and other collection efforts.”

    In accordance with the guidance cited above, we have returned those SOP 03-3 loans
that were previously classified by Wachovia as nonperforming to an accrual status.
This was done based on both Wachovia’s and Wells Fargo’s previous experience with the
types of loans within the scope of SOP 03-3, and based on statistical averages
associated with large portfolios of loans. The Company believes that it has a
reasonable expectation about the timing and amount of cash

Wells Fargo & Company

February 24, 2009

Page 6

    flows expected to be collected on its SOP 03-3 portfolio. As discussed with the
staff, several of our peer banks who have recently acquired large portfolios of
nonperforming loans have reached the same conclusion that they have a reasonable
expectation about the timing and amount of cash flows expected to be collected.
Other banks and non-banks may reach a different conclusion as to their ability to
estimate expected cash flows from a loan portfolio.

    With respect to Wells Fargo’s 2008 Annual Report on Form 10-K, in response to your
comment, we expect to include the following disclosures in the Critical Accounting
Policies — Acquired Loans Accounted For Under SOP 03-3 section and in the Summary of
Significant Accounting Policies — Loans section:

    Critical Accounting Policies Acquired Loans Accounted for Under
SOP 03-3

    Loans purchased with evidence of credit deterioration since
origination and for which it is probable that all contractually
required payments will not be collected are considered to be credit
impaired. Evidence of credit quality deterioration as of the
purchase date may include statistics such as past due and nonaccrual
status, recent borrower credit scores and recent loan to value
percentages. Purchased credit-impaired loans are accounted for under
SOP 03-3 and initially measured at fair value, which includes
estimated future credit losses expected to be incurred over the life
of the loan. Accordingly, an allowance for credit losses related to
these loans is not carried over and recorded at the acquisition
date. We estimate the cash flows expected to be collected at
acquisition using our internal credit risk, interest rate risk and
prepayment risk models, which incorporate our best estimate of
current key assumptions, such as default rates, loss severity and
prepayment speeds.

    Under SOP 03-3, the excess of cash flows expected at acquisition
over the estimated fair value is referred to as the accretable yield
and is recognized in interest income over the remaining life of the
loan, or pool of loans, in situations where there is a reasonable
expectation about the timing and amount of cash flows expected to be
collected. The difference between the contractually required
payments at acquisition and the cash flows expected to be collected
at acquisition, considering the impact of prepayments, is referred
to as the nonaccretable difference. Subsequent decreases to the
expected cash flows will generally result in a charge to the
provision for credit losses resulting in an increase to the
allowance for loan losses. Subsequent increases in cash flows result
in reversal of any nonaccretable difference (or allowance for loan
losses to the extent any has been recorded) with

Wells Fargo & Company

February 24, 2009

Page 7

    a positive impact on interest income. Disposals of loans, which may
include sales of loans, receipt of payments in full by the borrower,
foreclosure or TDRs, result in removal of the loan from the SOP 03-3
portfolio at its carrying amount.

    In connection with the Wachovia acquisition, we acquired certain
loans that were deemed to be credit impaired under SOP 03-3. SOP
03-3 allows purchasers to aggregate credit-impaired loans acquired
in the same fiscal quarter into one or more pools, provided that the
loans have common risk characteristics. A pool is then accounted for
as a single asset with a single composite interest rate and an
aggregate expectation of cash flows. With respect to the Wachovia
acquisition, we aggregated all of the consumer loans and wholesale
loans with balances of $3 million or less into pools with common
risk characteristics. We accounted for wholesale loans with balances
in excess of $3 million individually.

    To estimate the possible impact on the accounting for the SOP 03-3
loans as of December 31, 2008, we