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Correspondence

 May 1, 2012

 VIA EDGAR AND ELECTRONIC MAIL

 Stephanie J. Ciboroski

Senior Assistant Chief Accountant

 Division of
Corporation Finance

 Securities and Exchange Commission

 Mail Stop 4720

 Washington, D.C. 20549

Re:
Wells Fargo & Company

Form 10-K for Fiscal Year Ended December 31, 2011

 Filed February 28, 2012

 Form 8-K Filed April 13, 2012

File No. 001-02979

 Dear
Ms. Ciboroski:

 In response to the comments by the staff (“Staff”) of the Securities and Exchange Commission
(“Commission”) contained in the Staff’s letter dated April 17, 2012, to Wells Fargo & Company (“Wells Fargo,” “Company,” “we,” or “our”), we submit the following information. The
Staff’s comments, indicated in bold, are followed by Wells Fargo’s responses, with underlined text and strikethrough denoting proposed changes to our current disclosures.

 Form 10-K for Fiscal Year Ended December 31, 2011

 Exhibit 13 – 2011
Annual Report to Stockholders

 Noninterest Income, page 37

1.
Please describe the changes that you expect may, over time, mitigate at least half of the earnings reduction resulting from the Durbin Amendment.

 Wells Fargo response:

 We currently expect future volume, product or account changes may mitigate over time at least half of the earnings reduction resulting from the Durbin Amendment. We expect additional volume from
increased customer adoption of overdraft services, debit card transaction and volume growth, and overall account growth. Product or account changes may include changes to service charges and fewer fee waivers.

 Stephanie J. Ciboroski

 May 1, 2012

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 Table 15:
Contractual Obligations, page 45

2.
We note that your table of contractual obligations appears to exclude the related interest expense on your long-term debt obligations and interest-bearing deposits,
which appears to be quite significant based on your disclosure on page 31 of interest expense on your long-term debt and interest-bearing deposits and based on your disclosure of cash paid during the year for interest on your consolidated statements
of cash flows. Please revise this table in future filings to include estimated interest payments on your long-term debt and interest-bearing deposits and disclose any assumptions you made to derive these amounts. Please ensure that your estimated
interest payments consider any fixed interest rate payments on your interest rate swaps or similar derivatives you use to manage interest rate risk on your long-term debt.

 Wells Fargo response:

 In future filings, we will revise the contractual obligations table
to include future contractual interest payments on deposits and long-term debt, including assumptions made to derive these amounts. We will also ensure that estimated interest payments consider any fixed rate interest payments on the
derivatives used to manage interest rate risk on our long-term debt.

 Risk Management, page 46

Foreign Loans and European Exposure, page 52

3.
We note your disclosure that you conduct periodic stress tests of your significant country risk exposures, analyzing the potential direct and indirect impacts of
various macroeconomic and capital market scenarios. Please expand this disclosure to discuss examples of indirect risk exposures identified and describe how management monitors and/or mitigates the effects of indirect exposure to risk.

 Wells Fargo response:

 We will expand our disclosure as follows:

 We conduct periodic stress tests of our
significant country risk exposures, analyzing the potential direct and indirect impacts of various on the risk of borrower default from various macroeconomic and capital markets scenarios. We do not have
significant direct or indirect exposure to our foreign country risks because our foreign portfolio is relatively small. However, we have identified exposure to increased U.S. borrower default risk associated with the indirect impact of a European
downturn – i.e., the “contagion effect”. We mitigate these contagion effect risks through our normal risk management processes which include active monitoring and, if necessary, the application of aggressive loss mitigation
strategies.

 Stephanie J. Ciboroski

 May 1, 2012

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 Table 22:
European Exposure, page 53

4.
We note footnote four to Table 22 that states the gross notional amount of your CDS sold on reference assets domiciled in Europe was substantially offset by the
notional of CDS purchased from investment-grade counterparties. Please revise future filings to disclose the gross notional amount of CDS sold and purchased on reference assets domiciled in Europe. Additionally, your disclosure indicates that you
did not have any “net exposure” on sovereign CDS associated with European countries. Please revise future filings to disclose the gross notional amount of CDS sold and purchased on sovereign CDS associated with European countries and
indicate the countries that are covered by these sovereign CDS contracts.

 Wells Fargo response:

We will revise our future filings to disclose the gross notional amounts of CDS sold and purchased on reference assets domiciled in Europe. Additionally,
to the extent applicable, we will disclose the gross notional amounts of European sovereign CDS sold and purchased, and indicate which countries are covered by such contracts.

 We will include the following quantitative disclosure in footnote 4 to the European Exposure table in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (“First Quarter 2012
Form 10-Q”):

 At March 31, 2012, the gross notional amount of CDS sold that reference assets domiciled in Europe
was $8.7 billion, which was offset by the gross notional amount of CDS purchased of $8.8 billion. We did not have any CDS purchased or sold where the reference asset was solely the sovereign debt of a European country. Certain CDS purchased or sold
reference pools of assets that contain sovereign debt, however, the amount of referenced sovereign European debt was insignificant at March 31, 2012.

 Stephanie J. Ciboroski

 May 1, 2012

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 Table 32:
Troubled Debt Restructurings (TDRs), page 63

5.
We note your troubled debt restructurings (TDRs) tabular disclosure here and that it is presented for the last four quarters. Please revise future filings to
disclose similar information for TDRs for the last five years as required by Industry Guide III Item III.C.1.

 Wells
Fargo response:

 We will revise our future filings to present prior year data.

 Table 33: Analysis of Changes in TDRs, page 64

6.
We note your net change in trial modifications line item and footnote two to the table. Please confirm that you ‘add back’ the outflows of trial
modifications due to successful performance and permanent modification in the ‘Inflows’ line item. In addition, please clarify the statement that trial modifications that do not perform are charged-off or moved to foreclosure. In your
response address where in Table 32 the portion of the loan that did not successfully complete the trial period that was not charged-off and is in the foreclosure process is located. Finally, please tell us why there was a significant decline in
trial modifications during the third quarter.

 Wells Fargo response:

For Table 33, we confirm that loans to borrowers who successfully complete a trial period are reflected as negative amounts or outflows in the “net
change in trial modifications” line, with corresponding positive amounts in the “inflows” line presented separately in this table. Modifications which do not require a trial payment period are also in the “inflows” line.
Loans to borrowers who do not successfully complete the trial period remain in the “trial modifications” line on Table 32 (page 63) until foreclosure or otherwise resolved, at which time they are reflected as negative amounts or outflows
in the “net change in trial modifications” line on Table 33 at the resolution date. Charge-offs related to loans in trial modifications are also included as negative amounts or outflows in the “net change in trial modifications”
line. During the third quarter, we experienced a significant decline in trial modifications because our population of customers meeting eligibility requirements for then-existing programs had significantly declined as a result of the volume of
modifications completed in prior periods.

 In our First Quarter 2012 Form 10-Q, we will clarify footnote 2 to the “Analysis of Changes in
TDRs” table as follows:

 Net change in trial modifications includes: is made up of inflows of new
TDRs entering the trial payment period, net of and outflows of for modifications that either (i) successfully perform and enter into a permanent modification or (ii) do
not successfully perform according to the terms of the trial period plan, and as a result are and are subsequently charged-off, foreclosed upon or otherwise resolved. Our recent experience is that most of the mortgages
that enter a trial payment period program are successful in completing the program requirements.

 Stephanie J. Ciboroski

 May 1, 2012

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 Liability for
Mortgage Loan Repurchase, page 70

7.
We note your disclosure on page 72 that in October 2011 the Arizona Department of Insurance announced that PMI Mortgage Insurance Co. (PMI) will pay 50 percent of
claim amounts in cash, with the rest deferred. You also disclose that in November 2011 PMI’s parent company filed for Chapter 11 bankruptcy. Your disclosure further states that you previously utilized PMI to provide mortgage insurance on
certain loans originated and held in your portfolio. Given the potential credit exposure in this area, please quantify the amount and/or percentage of your loans in your portfolio covered by mortgage insurance provided by PMI. Please also tell us
whether you have any other loans covered by mortgage insurers that are deferring claim payments or that you have assessed as being non-investment grade.

 Wells Fargo response:

 As of March 31, 2012, we have coverage provided by PMI of
approximately $762 million on $5.9 billion of unpaid principal balance of loans in our portfolio. Of this portfolio, we have coverage of approximately $182 million on $1.4 billion of unpaid principal balance that is 30+ days past due. If all of
these loans that are 30+ days past due roll to loss, the maximum exposure for the 50 percent reduced claim is approximately $91 million. In April 2012, we terminated approximately 85% of the insurance coverage with PMI due to the lack of economic
benefit. The incremental loss exposure from the termination of the PMI insurance was included in our first quarter estimate for our allowance for loan losses.

 In addition to PMI, we have two other mortgage insurers for collateral in our portfolio that are deferring claim payments. These insurers are currently paying 50 - 60% on filed claims. As of
March 31, 2012, we have coverage provided by these two insurers of approximately $127 million on $598 million of unpaid principal balance of loans in our portfolio. Of this portfolio, we have coverage of approximately $17 million on $88 million
of unpaid principal balance that is 30+ days past due. If all of these loans that are 30+ days past due roll to loss, the maximum exposure for the reduced claim is approximately $9 million. Impacts from reduced claim benefits are consistently
incorporated in our allowance for loan loss estimates.

 Foreclosure and Securitization Matters, page 73

8.
 We note your disclosure here and on page 77 regarding your use of Mortgage Electronic Registration Systems, Inc. (MERS) and the claims brought by
attorneys general of most states on the use of MERS and how it clouds the ownership of the loan. We also note your disclosure on page 73 that it is a common industry practice to record mortgages in the name of MERS to facilitate securitizations and
your disclosure on page 74 that your practice is to obtain assignments of mortgages from MERS prior to commencing foreclosures. Please clarify whether you continue to record mortgages in the name of MERS for all your new securitizations in light of

 Stephanie J. Ciboroski

 May 1, 2012

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the increased focus on the use of this system. Additionally, please tell us whether you have performed any assignments of mortgages from MERS outside of probable foreclosures.

 Wells Fargo response:

 We acquire mortgage loans, which we may sell into securitizations, that are registered with MERS through our approved correspondent lenders in order to provide consistency and controls around the mortgage
loan transfer process with our correspondent lenders. Otherwise, Wells Fargo, in its regular course of business, does not register loans it originates or acquires outside of its approved correspondent lenders with MERS.

We generally do not de-register or assign a MERS registered mortgage loan out of the name of MERS unless the mortgage loan is in the foreclosure process,
in which case Wells Fargo policy is to assign the mortgage loan out of the name of MERS and into the name of the appropriate foreclosing entity. There may be unusual circumstances on an individual loan-level basis that may require
de-registration or assignment of a MERS mortgage loan outside of the foreclosure process such as loans to borrowers that file bankruptcy but remain current on their mortgage.

 We continue to believe that the operative legal principle is that the ownership of a mortgage follows the ownership of the mortgage note, and that a securitization trust should have good title to a
mortgage loan if the note is endorsed and delivered to it, regardless of whether MERS is the mortgagee of record or whether an assignment of a mortgage is recorded to the trust.

 Consolidated Statement of Cash Flows, page 120

9.
We note your presentation of originations of loans held for sale (LHFS), purchases of LHFS, and proceeds from sales of and principal collected on LHFS for each of
the three years ended December 31, 2011. Please tell us why the proceeds from sale of and principal collected on LHFS exceed the originations and purchases of LHFS for all years presented, including by $5.8 billion in 2010. To the extent this
is principally due to the gain on sale of the loans, please clarify which line item the gain is reflected in on the consolidated statements of income. Additionally, please clarify how the purchases of the LHFS interact with the disclosure on
purchases and sales of LHFS presented on page 142.

 Wells Fargo response:

Proceeds from sale of and principal collected on LHFS exceeded originations and purchases of LHFS for 2009 through 2011, primarily due to the difference
in timing of the originations and subsequent sales of government guaranteed student LHFS originated pursuant to the U.S. government’s Ensuring Continuous Access to Student Loans Act (ECASLA) program, which began in 2008. Because this program
ended in mid 2010, originations that year were much less than in previous years, but sales in 2010 included all originations that year plus those LHFS that were unsold from 2009. Sales of LHFS originated pursuant to the ECASLA program included LHFS
acquired on December 31, 2008, as part of the Wachovia acquisition, which did not appear on the cash flow statement as originations or purchases of LHFS, but instead were included in the “Net cash acquired from acquisitions” line in
2008. All such loans originated or acquired under the ECASLA program were sold to the U.S. government at par.

 Stephanie J. Ciboroski

 May 1, 2012

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 The purchases
presented in the table on page 142 are for loans (held for investment) and, in accordance with the guidance in ASC 310-10-50-11A and 11B, do not include purchases of LHFS, which are separately presented on the cash flow statement in operating
activities. As such, there is no relationship between the table and the cash flow statement for LHFS.

 Note 6: Loans and Allowance for
Credit Los