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corresp

June 2, 2006

Angela Connell, 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 Year Ended December 31, 2004

     Response filed on March 12, 2006

     File No. 001-02979

Dear Ms. Connell:

In response to the Commission staff’s comments contained in your letter dated May 19, 2006, to
Wells Fargo & Company (“Wells Fargo” or the “Company”), we submit the following information.

SEC Request

         1.

    We note your response to the second comment included in our March 2, 2006, letter,
and the last risk factor on page 28 of your
Form 10-Q for the fiscal quarter ended March 31, 2006, regarding the possibility of regulatory violations and OFAC penalties. Please
expand this risk factor in future filings to address your 2003 and 2005 settlements with
OFAC.

Wells Fargo Response

In future filings, we will revise the risk factor regarding the possibility of regulatory
violations and OFAC penalties as set forth below:

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

 Angela Connell, Senior Accountant

June 2, 2006

Page 2

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. For example, in April
2003 and January 2005 OFAC reported settlements with Wells Fargo Bank, N.A. in
amounts of $5,500 and $42,833, respectively. These settlements related to
transactions involving inadvertent acts or human error alleged to have violated
OFAC regulations. 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” under “Risk Factors” in our 2005 Form 10-K) and could restrict the
ability of institutional investment managers to invest in our securities.

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