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corresp

March 15, 2006

Kevin W. Vaughn, Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4561

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 Mr. Vaughn:

In response to the Commission staff’s comments contained in your letter dated March 2, 2006 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

General

    1.

    We refer you to prior comments three and four in our previous comment letter dated
December 9, 2005. Please quantify the approximate amounts of annual revenues and expenses
associated with the customer ties and other contacts that you identified in your January
13, 2006 response. Your response should discuss whether you believe these contacts are
material to you, and the reasons you do not believe the accounts you discussed in your
January 13 response constitute a material investment risk to your security holders. You
should also discuss whether you believe the other contacts you identified in your January
13 letter constitute a material investment risk to your security holders, and the reasons
underlying your conclusion.

Kevin W. Vaughn, Branch Chief

March 15, 2006

Page 2

Wells Fargo Response

We grouped the customer ties and other contacts identified in our January 13, 2006 response into
two broad categories: (i) accounts for which the customers have provided us with a mailing address
in one of the named countries and (ii) accounts for which the customers have identified themselves
as nationals of one of the named countries, but who have not provided us with a mailing address in
one of the named countries. We have identified 59 accounts that fall into the first group and
2,081 accounts that fall into the second group.

The aggregate deposit balance of these accounts is currently less than $10 million. We have
estimated the annual pre-tax contribution (revenue less expenses) of these customer relationships
to be less than $300,000, or $200,000 after tax. At year-end 2005, Wells Fargo had over 23 million
customers and total deposit balances of more than $314 billion. For 2005, we had net income after
tax of $7.7 billion. Whether these accounts are measured by their number, total balance, or impact
on net income after tax, we believe that they are not material to our organization and do not
constitute a material investment risk to our security holders.

SEC Request

    2.

    Please address the qualitative factors underlying your assessment. For example, you
did not address the potential impact of the investor sentiment expressed by the
legislation identified in prior comment four, or explain how the compliance efforts you
discussed affect your conclusion as to whether or not your contacts with Iran, Sudan and
Syria are material to you or constitute a material investment risk to your security
holders.

Wells Fargo Response

The accounts are, to our knowledge, maintained in accordance with all applicable laws and
regulations. Wells Fargo Bank regularly runs its entire list of customers against the most current
list published by the Office of Foreign Assets Control (“OFAC”) of specially designated nationals
(“SDNs”). Upon identifying a customer as an SDN, the bank has procedures in place to ensure that,
where appropriate, the customer’s account is blocked and reported to OFAC.

You have asked that we specifically address the legislation in Arizona, Illinois, Louisiana and New
Jersey. Below is a discussion of each of these state statutes:

    Arizona. Ariz.Rev.Stat.Ann. §38-716 requires the Arizona State Retirement System to
provide an annual report of any companies held in its fund that it has a reason to know has
business activities in or with countries identified in §6(j) of

Kevin W. Vaughn, Branch Chief

March 15, 2006

Page 3

    the export administration act (i.e., countries the Secretary of State has determined to
repeatedly provide support for acts of international terrorism). It is our understanding
that there are currently 6 countries that have been identified as state sponsors of
terrorism: Cuba, Iran, Libya, North Korea, Sudan and Syria. Wells Fargo does not have
business activities in or with any of these countries.

    Illinois. 15 ILCS 5/1-110.5, which took effect on January 27, 2006, prohibits a fiduciary
of a retirement system or pension fund established under Illinois law to engage in certain
transactions with any entity unless the company charged with managing the assets of the
retirement system or pension fund certifies that the fund managing company has not loaned
to, invested in or otherwise transferred any of the retirement or pension funds to a
forbidden entity any time after the effective date of the statute. The statute also
requires the company to certify that it will divest itself over an 18-month period of any
investments it has made with a forbidden entity prior to the effective date of the statute.
A “forbidden entity” is defined to include any company that is fined, penalized or
sanctioned by OFAC for any violation of any rules or restrictions relating to the Republic
of the Sudan that occurred any time following the effective date of the statute. The
penalty the bank paid to OFAC in connection with a transaction relating to Sudan occurred
prior to the effective date of the statute. Consequently, that penalty did not result in
the bank being classified as a “forbidden entity.” Furthermore, our review of our records
has identified only four accounts with ties to Sudan. One of those accounts is owned by a
person who our records indicate to be a missionary and who is licensed by OFAC to maintain
the account. The remaining three accounts have holds placed on them. These holds should
prevent the accounts from being used to facilitate financial transactions. Therefore, we
do not have any basis for concluding that these four accounts will result in the imposition
of any penalties from OFAC. As we noted in our initial response, customers of Wells Fargo
Bank, like the customers of any other bank, may from time to time attempt to conduct
transactions in violation of the OFAC regulations. Wells Fargo Bank has systems in place
that are reasonably designed to detect such activities. Even so, there remains a
possibility that a transaction could pass through the bank without being detected. Because
OFAC imposes penalties even for unintentional violations that occur notwithstanding the
fact that a bank has reasonable policies and procedures in place to prevent such
violations, there remains an unavoidable possibility that the bank may be subjected to a
penalty involving Sudan at some time in the future. However, we believe we have taken
appropriate steps to reduce this risk to an acceptable level.

    Louisiana. La.Rev.Stat. §§263(F) and 312(B)(2) together permit a system board of trustees
to divest itself of any holdings of any company that has facilities or employees in Iran,
Libya, North Korea, Sudan or Syria. Wells Fargo does not have any employees or facilities
in these countries.

Kevin W. Vaughn, Branch Chief

March 15, 2006

Page 4

    New Jersey. N.J.S.A. §52:18A-89.9.9 prohibits any further investment of any pension or
annuity fund under the jurisdiction of the Division of Investment in any foreign company
with an equity tie to the government of Sudan. It is unclear whether in the context of
this statute “foreign company” includes a domestic corporation organized outside of the
State of New Jersey. However, given the statute’s definition of “equity tie” (i.e.,
manufacturing or mining plants, employees or advisers, facilities or an investment,
fiduciary, monetary or physical presence of any kind), regardless of whether Wells Fargo is
viewed as a “foreign company” for purposes of this statute, Wells Fargo does not have an
equity tie to the government of Sudan.

For the reasons set forth above, it is our conclusion that the foregoing state statutes either do
not apply to Wells Fargo or do not pose an investment risk to our security holders that is
materially different than the investment risk faced by the security holders of any other financial
institution. Nevertheless, we will include a general discussion of this issue in the form of a
Risk Factor contained in our next Form 10-Q, as follows:

    We may incur fines, penalties and other negative consequences from regulatory violations,
possibly even inadvertent or unintentional violations.

    We maintain systems and procedures designed to ensure that we comply with applicable laws
and regulations. However, some legal/regulatory frameworks provide for the imposition of
fines or penalties for noncompliance even though the noncompliance was inadvertent or
unintentional and even though there was in place at the time systems and procedures
designed to ensure compliance. For example, we are subject to regulations issued by the
Office of Foreign Assets Control (OFAC) that prohibit financial institutions from
participating in the transfer of property belonging to the governments of certain foreign
countries and designated nationals of those countries. OFAC may impose penalties for
inadvertent or unintentional violations even if reasonable processes are in place to
prevent the violations. Therefore, the establishment and maintenance of systems and
procedures reasonably designed to ensure compliance cannot guarantee that we will be able
to avoid a fine or penalty for noncompliance. There may be other negative consequences
resulting from a finding of noncompliance, including restrictions on certain activities.
Such a finding may also damage our reputation (see “Negative publicity could damage our
reputation” in our 2005 Form 10-K) and could restrict the ability of institutional
investment managers to invest in our securities.

Kevin W. Vaughn, Branch Chief

March 15, 2006

Page 5

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)

cc: Rebekah Moore