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January 13, 2006

Angela Connell, Senior Accountant

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4-8

Washington, DC 20549

    Re:

    Wells Fargo & Company

  Form 10-K for the Year Ended December 31, 2004

  Forms 10-Q for the Quarters Ended March 31, 2005, June 30, 2005 and

    September 30, 2005

  File No. 001-02979

Dear Ms. Connell:

In response to the Commission staff’s comments contained in your letter dated December 9, 2005 to
Wells Fargo & Company (“Wells Fargo” or the “Company”), we submit the following information.

SEC Request

Form 10-K for the fiscal year ended December 31, 2004

Consolidated Financial Statements

Note 21: Securitizations and Variable Interest Entities, page 96

    1.

    Please revise future filings to clarify that although your securitizations
are usually structured without recourse or significant exposure to credit risk, you
may be exposed to potential liability under representations and warranties made to
purchasers and insurers. Disclose the amount of any recorded liability related to
representations and warranties, if material.

Angela Connell, Senior Accountant

January 13, 2006

Page 2

Wells Fargo Response

Wells Fargo will revise future filings to clarify that our securitizations, while structured
without recourse or significant exposure to credit risk, are exposed to potential liability under
standard representations and warranties made to purchasers and insurers. Our accrued liability
related to standard representations and warranties for all outstanding securitizations was
approximately $300 million at both December 31, 2005 and 2004, and was not material to our
consolidated financial statements. Attachment 1 to this letter reflects the Company’s intended
revisions to be included in its next periodic filing (Annual Report on Form 10-K for the year ended
December 31, 2005).

SEC Request

Note 27: Derivatives, page 107

    2.

    Given the significance of derivatives to your risk management objectives and
the multitude of derivative instruments that you use, please revise future filings to
clearly disclose the specific derivative instrument(s) used in each of your hedging
strategies and the methods used to both prospectively and retrospectively assess hedge
effectiveness.

Wells Fargo Response

Wells Fargo will revise future filings to clearly disclose the specific derivative instrument(s)
used in our hedging strategies and the methods used to both prospectively and retrospectively
assess hedge effectiveness. Attachment 2 to this letter reflects the Company’s intended
revisions to be included in its next periodic filing (Annual Report on Form 10-K for the year ended
December 31, 2005).

SEC Request

General

    3.

    We note your April 2003 and January 2005 settlements with the Office of
Foreign Assets Control relating to Iran and Sudan. We also note that your website’s
customer-calling instructions provide MCI international access codes for customers
located in Iran and Syria. Please advise us whether you have any operations, customer
ties or other contacts, direct or indirect, with Iran, Sudan or Syria, and describe
any such operations, customer ties or other contacts. Please also address their
materiality to you, and whether they constitute a material investment risk for your
security holders, in light of the

Angela Connell, Senior Accountant

January 13, 2006

Page 3

    fact that Iran, Sudan and Syria are identified as state sponsors of terrorism by the
U.S. State Department, and are subject to U.S. economic sanctions and/or export
controls. Provide us with both your conclusions and your underlying analysis. In your
materiality analysis, please address the impact on your business of any operational
challenges or regulatory compliance challenges resulting from your contacts with Iran,
Sudan or Syria.

    4.

    In preparing your response to the above comment, please consider that
evaluations of materiality should not be based solely on quantitative factors, but
should include consideration of qualitative factors that a reasonable investor would
deem important in making an investment decision, including the potential impact of
corporate activities upon a company’s reputation and share value. In this regard, we
note that Arizona and Louisiana have adopted legislation requiring their state
retirement systems to prepare reports regarding state pension fund assets invested in,
and/or permitting divestment of state pension fund assets from, companies that do
business with countries identified as state sponsors of terrorism. Illinois and New
Jersey have adopted, and other states are considering, legislation prohibiting the
investment of certain state assets in, and/or requiring the divestment of certain
state assets from, companies that do business with Sudan.

Wells Fargo Response

Operations. Wells Fargo does not have any operations in Iran, Sudan or Syria. We do not actively
market to persons located in any of these countries. It appears that your inquiry was prompted by
reference to our website which included international calling codes to permit customers to contact
us toll free from Syria and Iran. We are still in the process of investigating why calling codes
for these countries were included on our website, but we have no reason to conclude that it was
part of any marketing program directed at persons living in these countries. In any event, we have
removed the calling codes for these two countries from our website.

Customer ties. We have conducted a review of our customer records to determine the extent to which
we may have accounts with customers having direct or indirect ties to the three countries
identified. We have identified a small number of accountholders who have identified themselves as
either citizens or nationals of one of these countries, but who have provided Wells Fargo with
mailing addresses in a different country (e.g., a person who has indicated that he or she is a
citizen or national of Syria, but has a mailing address in the U. S.).

We have also identified a small group of accounts for which our records indicate that the
accountholders have mailing addresses in one of these three countries. Each of these accounts was
reviewed and we have concluded that either (i) the account is permitted under the applicable Office
of Foreign Assets Control (“OFAC”) regulations, (ii) a hold

Angela Connell, Senior Accountant

January 13, 2006

Page 4

is in place with respect to the account or (iii) the account is operating under a license issued by
OFAC. We did not identify any account in this group that was being operated in violation of the
OFAC regulations.

We do not view these account relationships as presenting a material investment risk for our
security holders.

Other contacts. Like any financial institution, the customers of Wells Fargo may from time to time
attempt to conduct transactions with one of these three countries. Wells Fargo has taken steps to
detect such transactions. For example, each incoming and outgoing wire transfer is screened
through our OFAC filter. As a result, any incoming or outgoing wire transfer that makes reference
to Iran, Syria or Sudan will be stopped for manual review. Similar filters are run against our
cross border ACH files. We have also established policies and procedures within Wells Fargo HSBC
Trade Bank, N.A. to deal with letters of credit, documentary collections and bankers’ acceptances.
These policies and procedures require employees who handle such transactions to take steps to
determine whether persons or entities involved in such transactions are specially designated
nationals, blocked entities or an entity subject to an export denial order of the U.S. Commerce
Department.

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,
Senior 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)

Wells Fargo & Company

Attachment 1

Note 21 — Securitizations and Variable Interest Entities (excerpt)

We routinely originate, securitize and sell into the secondary market home mortgage loans and, from
time to time, other financial assets, including student loans, commercial mortgage loans, home
equity loans, auto receivables and securities. We typically retain the servicing rights and may
retain other beneficial interests from these sales. Through these securitizations, which are
structured without recourse to us and with no restrictions on the retained interests, we are
exposed to a liability under standard representations and warranties we make to purchasers and
issuers. The amount recorded for this liability was not material to our consolidated financial
statements. We do not have significant credit risks from the retained interests.

Wells Fargo & Company

Attachment 2

Note 1 — Significant Accounting Policies (Derivatives and Hedging Activity)

We recognize all derivatives on the balance sheet at fair value. On the date we enter into a
derivative contract, we designate the derivative as (1) a hedge of the fair value of a recognized
asset or liability (“fair value” hedge), (2) a hedge of a forecasted transaction or of the
variability of cash flows to be received or paid related to a recognized asset or liability (“cash
flow” hedge) or (3) held for trading, customer accommodation or a contract not qualifying for hedge
accounting (“free-standing derivative”). For a fair value hedge, we record changes in the fair
value of the derivative and, to the extent that it is effective, changes in the fair value of the
hedged asset or liability, attributable to the hedged risk, in current period net income in the
same financial statement category as the hedged item. For a cash flow hedge, we record changes in
the fair value of the derivative to the extent that it is effective in other comprehensive income.
We subsequently reclassify these changes in fair value to net income in the same period(s) that the
hedged transaction affects net income in the same financial statement category as the hedged item.
For free-standing derivatives, we report changes in the fair values in current period noninterest
income.

We formally document at inception the relationship between hedging instruments and hedged
items, our risk management objective, strategy and our evaluation of effectiveness for our hedge
transactions. This includes linking all derivatives designated as fair value or cash flow
hedges to specific assets and liabilities on the balance sheet or to specific forecasted
transactions. Periodically, as required, we formally assess whether the derivative we
designated in each hedging relationship is expected to be and has been highly effective in
offsetting changes in fair values or cash flows of the hedged item using either the dollar offset
or the regression analysis method. If we determine that a derivative is not highly effective
as a hedge, we discontinue hedge accounting.

We discontinue hedge accounting prospectively when (1) a derivative is no longer highly effective
in offsetting changes in the fair value or cash flows of a hedged item, (2) a derivative expires or
is sold, terminated, or exercised, (3) a derivative is dedesignated as a hedge, because it is
unlikely that a forecasted transaction will occur, or (4) we determine that designation of a
derivative as a hedge is no longer appropriate.

When we discontinue hedge accounting because a derivative no longer qualifies as an effective fair
value hedge, we continue to carry the derivative on the balance sheet at its fair value with
changes in fair value included in earnings, and no longer adjust the previously hedged asset or
liability for changes in fair value. Previous adjustments to the hedged item are accounted for in
the same manner as other components of the carrying amount of the asset or liability.

When we discontinue hedge accounting because it is probable that a forecasted transaction will not
occur, we continue to carry the derivative on the balance sheet at its fair value with changes in
fair value included in earnings, and immediately recognize gains and losses that were accumulated
in other comprehensive income in earnings.

When we discontinue hedge accounting because the hedging instrument is sold, terminated, or no
longer designated (dedesignated), the amount reported in other comprehensive income up to the date
of sale, termination or dedesignation continues to be reported in other comprehensive income until
the forecasted transaction affects earnings.

In all other situations in which we discontinue hedge accounting, the derivative will be carried at
its fair value on the balance sheet, with changes in its fair value recognized in current period
earnings.

We occasionally purchase or originate financial instruments that contain an embedded derivative. At
inception of the financial instrument, we assess (1) if the economic characteristics of the
embedded derivative are clearly and closely related to the economic characteristics of the
financial instrument (host contract), (2) if the financial instrument that embodies both the
embedded derivative and the host contract is measured at fair value with changes in fair value
reported in earnings, or (3) if a separate instrument with the same terms as the embedded
instrument would meet the definition of a derivative. If the embedded derivative does not meet any
of these conditions, we separate it from the host contract and carry it at fair value with changes
recorded in current period earnings.

Note 27 — Derivatives (excerpt)

Our approach to managing interest rate risk includes the use of derivatives. This helps minimize
significant unplanned fluctuations in earnings, fair values of assets and liabilities, and cash
flows caused by interest rate volatility. This approach involves modifying the repricing
characteristics of certain assets and liabilities so that changes in interest rates do not have a
significant adverse effect on the net interest margin and cash flows. As a result of interest rate
fluctuations, hedged assets and liabilities will gain or lose market value. In a fair value hedging
strategy, the effect of this unrealized gain or loss will generally be offset by income or loss on
the derivatives linked to the hedged assets and liabilities. In a cash flow hedging strategy, we
manage the variability of cash payments due to interest rate fluctuations by the effective use of
derivatives linked to hedged assets and liabilities.

We use derivatives as part of our interest rate risk management, including interest rate swaps,
caps and floors, futures and forward contracts, and options. We also offer various derivatives,
including interest rate, commodity, equity, credit and foreign exchange contracts, to our customers
but usually offset our exposure from such contracts by purchasing other financial contracts. The
customer accommodations and any offsetting financial contracts are treated as free-standing
derivatives. Free-standing derivatives also include derivatives we enter into for risk management
that do not otherwise qualify for

hedge accounting. To a lesser extent, we take positions based on market expectations or to benefit
from price differentials between financial instruments and markets.

By using derivativ